Highlands REIT, Inc.

expiry = 2023-11-21...CHASE UP TO $20 MILLION OF ITS SHARES OF OUTSTANDING COMMON STOCK FOR CASH AT A PURCHASE PRICE OF NOT GREATER THAN $0.17 OR LESS THAN $0.12 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON NOVEMBER 21, 2023, UNLESS EXTENDED OR WITHDRAWN Dear Stockholder: Highlands REIT, Inc. (“Highlands,” the “Company,” “we,” “us” or “our”) is offering to purchase shares of the Company’s common stock, par value $0.01 per share (“Shares” or “Common Stock”), fo...

expiry = 2023-12-06...or Cash by Highlands REIT, Inc. of Up to $25 million in Value of Shares of its Common Stock At a Purchase Price of Not Greater Than $0.14 Nor Less Than $0.12 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 6, 2023, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). November 20, 2023 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Highlands REIT, Inc., a Maryland...

mechanism = DUTCH...ckholders who wish to remain invested in the Company. Overall, we believe that the Offer is a prudent use of our financial resources given our business profile, capital structure, assets and liabilities. As a way to further the dual purposes of the Offer, the modified “Dutch Auction” tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our stockholders who desire immediate liquidity with the opportunity to tender Shares, while also providing a benefit to those stockholders who do not participate in the Offer. As such, non-participants will automatically increase their relativ...

mechanism = FIXED...sults of the Offer, which expired at 11:59 p.m., New York City time, on December 6, 2023. - 169,393,767 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer. The Company has accepted for purchase 169,393,767 Shares at a purchase price of $0.14 per Share, for an aggregate purchase price of $23,715,127.42, excluding fees, any excise taxes and expenses relating to the Offer. The total number of 169,393,767 Shares that the Company has accepted for purchase in the Offer represents approximately 19% of the total number of Shares outstanding as of October 23, 2023. SIGNATURE After due inquiry...

price = USD 0.14...6, 2023. - 169,393,767 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer. The Company has accepted for purchase 169,393,767 Shares at a purchase price of $0.14 per Share, for an aggregate purchase price of $23,715,127.42, excluding fees, any excise taxes and expenses relating to the Offer. The total number of 169,393,767 Shares that the Company has accepted for purchase in the Offer rep...

priority = True...he Offer by up to 2% of the outstanding Shares without amending or extending the Offer. Properly tendering Shares at $0.12 per Share assures you that at least a portion of your Shares will be purchased so long as we purchase Shares under the Offer (subject to provisions relating to “odd lot” priority and proration described herein). If you tender Shares at any of the other prices in the range, there is a possibility that none of those Shares will be purchased. Regardless of the prices at which you choose to tender Shares, all the Shares purchased pursuant to the Offer will be purchased for the same price. If you tender Shares for a p...

priority = True...e number of shares of Common Stock properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $25 million, the Company will purchase shares of Common Stock: first, from all holders of “odd lots” of fewer than 100 shares of Common Stock who properly tender all their shares of Common Stock at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date and second, from all other stockholders who properly tender shares of Common Stock at or below the Purchase Price and do not properly withdraw them prior to the Expirati...

threshold = 100...than $20 million in value of Shares are properly tendered and not properly withdrawn, we will purchase Shares on the following basis: · First, we will purchase all the Shares properly tendered at or below the Purchase Price and not properly withdrawn by any “odd lot holder” (a stockholder of fewer than 100 Shares) who tenders all that holder’s Shares; and · Second, after the purchase of all the Shares properly tendered and not properly withdrawn by odd lot holders, we will purchase all other Shares properly tendered and not properly withdrawn at or below the Purchase Price, on a pro rata basis with appropriate adjustments to avoid the purchase of...

threshold = 100...Stock properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $25 million, the Company will purchase shares of Common Stock: first, from all holders of “odd lots” of fewer than 100 shares of Common Stock who properly tender all their shares of Common Stock at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date and second, from all other stockholders who properly tender shares of Common Stock at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 tm2328921d1_ex99-a1a.htm EXHIBIT 99.(A)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH By HIGHLANDS REIT, INC. OFFER TO PURCHASE UP TO $20 MILLION OF ITS SHARES OF OUTSTANDING COMMON STOCK FOR CASH AT A PURCHASE PRICE OF NOT GREATER THAN $0.17 OR LESS THAN $0.12 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON NOVEMBER 21, 2023, UNLESS EXTENDED OR WITHDR...

txn_type = TENDER_OFFER...ndering stockholders of not greater than $0.17 or less than $0.12 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 24, 2023 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”) and Important Instructions and Information, which, together with any amendments or supplements thereto, constitute the “Offer.” The Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 3 tm2330173d3_ex99-a1i.htm EXHIBIT 99.(A)(1)(I) Exhibit (a)(1)(I) REvised Offer to Purchase for Cash by Highlands REIT, Inc. of Up to $25 million in Value of Shares of its Common Stock At a Purchase Price of Not Greater Than $0.14 Nor Less Than $0.12 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON DECEMBER 6, 2023, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH TIME AND DATE, AS THEY...

txn_type = TENDER_OFFER...ndering stockholders of not greater than $0.14 or less than $0.12 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 24, 2023, as amended on November 8, 2023, and November 20, 2023 (the “Offer to Purchase”), and in the related Letter of Transmittal, as amended on November 20, 2023 (the “Letter of Transmittal”) and Important Instructions and Information, which, together with any amendments or supplements thereto, constitute the “Offer.” T...

accepted = 169393767...ffer, which expired at 11:59 p.m., New York City time, on December 6, 2023. - 169,393,767 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer. The Company has accepted for purchase 169,393,767 Shares at a purchase price of $0.14 per Share, for an aggregate purchase price of $23,715,127.42, excluding fees, any excise taxes and expenses relating to the Offer. The total number of 169,393,767 Shares that the Company has accepted for purchase in the Offer represents approximately...

expired_on = 2023-12-06...ot defined herein have the meanings ascribed to them in the Schedule TO. The following information is provided pursuant to Rule 13e-4: - The Company has received the final results of the Offer, which expired at 11:59 p.m., New York City time, on December 6, 2023. - 169,393,767 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer. The Company has accepted for purchase 169,393,767 Shares at a purchase price of $0.14 per Share, for an aggregate purchase price of $23,715,127.42, excluding fees, any ex...

final_price = 0.14...rk City time, on December 6, 2023. - 169,393,767 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer. The Company has accepted for purchase 169,393,767 Shares at a purchase price of $0.14 per Share, for an aggregate purchase price of $23,715,127.42, excluding fees, any excise taxes and expenses relating to the Offer. The total number of 169,393,767 Shares that the Company has accepted for purchase in the Offer represents approximately 19% of the total number of Shares outs...

tendered = 169393767...le TO. The following information is provided pursuant to Rule 13e-4: - The Company has received the final results of the Offer, which expired at 11:59 p.m., New York City time, on December 6, 2023. - 169,393,767 Shares were validly tendered and not properly withdrawn prior to the expiration of the Offer. The Company has accepted for purchase 169,393,767 Shares at a purchase price of $0.14 per Share, for an aggregate purchase price of $23,715,127.42, excluding fees, any excise taxes and expenses relating to the Offe...