20210629 Public Offer Prospe

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Prospectus, or as to what action you should take, you should immediately consult an appropriately authorized professional advisor. This document constitutes a prospectus (the “Prospectus”) for the purposes of article 3 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) and its implementing measures, relating to All Iron RE I Socimi, S.A. (the “Company” and, together with its subsidiaries, the “Group”, unless otherwise indicated or if the context otherwise requires), a Spanish public limited company (sociedad anónima), managed by All Iron RE Gestión, S.L. (the “Management Company”), a Spanish limited company (sociedad limitada). This Prospectus has been prepared as an EU Growth prospectus in accordance with article 15 of the Prospectus Regulation and article 32 of the Commission Delegated Regulation (EU) 2019/980 of March 14, 2019 (the “Prospectus Delegated Regulation”) and, therefore, its content is based on the Annexes 23, 24 and 26 to the Prospectus Delegated Regulation. This Prospectus has been approved by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores, the “CNMV”), as competent authority under the Prospectus Regulation and its implementing measures, on June 29, 2021. Such approval relates only to the offering of the Pre-emptive Subscription Rights (as defined below) and the New Shares (as defined below) that are to be admitted to trading on the BME Growth segment of BME MTF Equity (“BME Growth”), a Spanish multilateral trading facility, which is not a regulated market for the purposes of the European Union (EU) Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”). This Prospectus is available on the CNMV’s website (www.cnmv.es) and on the Company’s website (www.allironresocimi.es/inversores/). Investing in the New Shares and/or the Pre-emptive Subscription Rights involves certain risks. You should read this Prospectus in its entirety and in particular the risk factors set out in the section of this Prospectus entitled “Risk Factors” before investing in the New Shares and/or the Pre-emptive Subscription Rights. ALL IRON RE I SOCIMI, S.A. (incorporated and registered in Spain as a public limited company (sociedad anónima)) Offering of up to 5,711,601 Shares by means of a rights offering to raise gross proceeds by the Company of up to approximately €64.5 million. Offering price: €11.30 per Share. This Prospectus relates to the offering by the Company of up to 5,711,601 new ordinary shares of the Company (the “New Shares”), with a par value of €10.00 each, of the same class and series as the existing ordinary shares of the Company (the “Shares” or, individually, a “Share”) pursuant to a rights offering to subscribe for up to 5,711,601 New Shares (the “Offering”). Subject to the terms and conditions set out herein, the Company is granting transferable subscription rights (derechos de suscripción preferente) (the “Pre-emptive Subscription Rights”) to existing holders of Shares who acquire them on or before June 30, 2021 and whose transactions are settled on or before July 2, 2021 in Iberclear (as defined below) (the “Eligible Shareholders”). Each Share held by the Eligible Shareholders entitles its holder to receive one Pre-emptive Subscription Right. The exercise of 1 Pre-emptive Subscription Right entitles the relevant Eligible Shareholder to subscribe for 1 New Share in exchange for payment of a subscription price of €11.30 per New Share (the “Subscription Price”). 1 The Shares are listed on BME Growth and are quoted under the fixing modality and under the symbol “YAI1”. The Company expects the Pre-emptive Subscription Rights to be listed on BME Growth and to be traded during the period from July 2, 2021 to July 9, 2021, both inclusive. Likewise, the Company will apply for admission to trading of the New Shares on BME Growth (the “Admission”). The pre-emptive subscription period will commence on the first calendar day following the publication of the Offering in the Spanish Commercial Registry Official Gazette (Boletín Oficial del Registro Mercantil, the “BORME”) and will last fourteen (14) calendar days thereafter (the “Pre-emptive Subscription Period”). During the Pre-emptive Subscription Period, Eligible Shareholders will be able to sell all or part of their Pre-emptive Subscription Rights on BME Growth (during the referred period as provided for herein) or, alternatively, to subscribe, in whole or in part, for New Shares, subject to any applicable restrictions on transfers described in this Prospectus, while other investors may acquire Pre- emptive Subscription Rights in BME Growth (during the referred period as provided for herein), in the required proportion and subscribe for the corresponding New Shares —expectedly the Pre-emptive Subscription Rights will be listed on BME Growth from July 2, 2021 to July 9, 2021, both inclusive—. Both Eligible Shareholders and other investors that acquire Pre-emptive Subscription Rights and exercise their Pre-emptive Subscription Rights in whole may also subscribe for additional New Shares during the additional allocation period (the allocation of additional New Shares is expected to take place no later than July 20, 2021, the “Additional Allocation Period”), as described in this Prospectus. Pre-emptive Subscription Rights not exercised within the Pre-emptive Subscription Period will expire without value. Any New Shares, not subscribed for during the Pre-emptive Subscription Period or the Additional Allocation Period (the “Rump Shares”) may then be offered by Banco Santander, S.A. (the “Global Coordinator”) and by Andbank España, S.A.U. (the “Joint Bookrunner”, together with the Global Coordinator, the “Managers”) in a private placement to qualified investors, strategic investors and other private banking clients during a discretionary allocation period (which is expected to begin any time after the end of the Additional Allocation Period and end no later than 11:00 a.m. (CET) on July 23, 2021, the “Discretionary Allocation Period”). Assuming that the New Shares are fully subscribed, and without considering the shares resulting from the credit offsetting capital increases described later on this Prospectus (i.e., the Credit Offsetting Share Capital Increase and the Additional Credit Offsetting Share Capital Increase), they will represent approximately 49.97% of the Company’s issued and paid-up share capital immediately following the Offering. Unless otherwise indicated, all amounts included in this Prospectus assume full subscription of the Offering. Neither the Pre-emptive Subscription Rights nor the New Shares have been, nor will be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state or other jurisdiction in the United States of America. The New Shares and the Pre-emptive Subscription Rights may not be offered, sold, exercised or otherwise transferred in the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction of the United States of America. See “Selling and Transfer Restrictions”. The New Shares are expected to be delivered through the book-entry facilities of the Spanish securities, clearance and settlement system (Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U., “Iberclear”), subject to payment, on or about July 26, 2021 for New Shares subscribed during the Pre-emptive Subscription Period and the Additional Allocation Period and on or about July 29, 2021 for Rump Shares, if any, placed during the Discretionary Allocation Period. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy or subscribe any of the Shares in any jurisdiction in which or to any person to whom it would be unlawful to make such an offer. 2 This Prospectus was approved and registered by the CNMV on June 29. 2021. This Prospectus is valid for 12 months following its approval. However, as this Prospectus refers to the Offering, its validity will end upon the offering of such New Shares and the admission to trading of such New Shares on BME Growth. Once this Prospectus is no longer valid, the Company will have no obligation to supplement this Prospectus in case of significant new factors, material mistakes or material inaccuracies. Global Coordinator and Joint Bookrunner Banco Santander Joint Bookrunner Andbank España Prospectus dated June 29, 2021 3 IMPORTANT INFORMATION YOU SHOULD READ THE ENTIRE PROSPECTUS AND, IN PARTICULAR, “Risk factors” BEGINNING ON PAGE 15 OF THIS PROSPECTUS, WHEN CONSIDERING AN INVESTMENT IN THE NEW SHARES OR THE PRE-EMPTIVE SUBSCRIPTION RIGHTS. You are deemed to agree to each of the notices set forth below by accepting delivery of this Prospectus. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR PURCHASE, ANY OF THE NEW SHARES OR THE PRE-EMPTIVE SUBSCRIPTION RIGHTS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THE GROUP OR THAT THE INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. In this prospectus, “we”, “us”, “our” and “ours” refers to the Group, unless the context otherwise requires.

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