Acquisition
Dawnay, Day Carpathian PLC
02 June 2006
DAWNAY, DAY CARPATHIAN PLC
2 June 2006
Acquisition of Promenada Shopping and Business Centre for an initial €127
million
and
Acquisition of the Plaza Portfolio of four shopping centres in Hungary for an
initial €61 million
Dawnay, Day Carpathian PLC ('DDC' or 'the Company'), the retail commercial
property investment company established to invest in Central and Eastern Europe,
is pleased to announce it has completed two further transactions. The first is
the purchase of the Promenada Shopping and Business Centre ('Promenada') in
Warsaw, Poland for an initial payment of approximately €127 million. The second
is the purchase of the Plaza Portfolio of four shopping centres ('Plaza
Portfolio') in Hungary for an initial payment of approximately €61 million.
Commenting on the acquisitions, Rupert Cottrell, Chairman of DDC said: 'These
acquisitions are the first two of a number of exciting transactions that are
close to completion. Promenada is one of the largest single asset deals ever
concluded in Poland and adds to the four shopping centres we already own in the
country.
The Company was originally to acquire a 50% share in the Plaza Portfolio so we
are extremely pleased to have been able to secure 100% ownership of these four
excellent retail locations. Importantly, both transactions come with sustainable
income, good growth prospects, and the opportunity to add value through asset
management.'
About Promenada
Promenada is a major shopping centre and office complex with a total lettable
floor area of 49,571 sq m. The existing space includes a three level modern
shopping gallery, cinema, office space and a multi storey car park. It has
attracted a number of high profile retail tenants including H&M, Zara, Empik,
Wallis, Timberland, Sephora, Reserve and Alma foodstore.
The average monthly rental yields for retail tenants of Promenda is
approximately €18 per sq m, which is lower than other prime Warsaw schemes. The
initial yield for the acquisition is approximately 7.0%.
There is also potential to extend the centre by a further 5,000 sq m to create a
new department store with a gym and offices above. Promenada is estimated by
GENI to have the highest core shopping population of all shopping centres in
Warsaw and it is the most convenient shopping centre for 350,000 people.
Promenada acquisition structure
The acquisition has been effected through DDC's purchase of a Luxembourg
company, Sycamore S.a.r.l. ('Sycamore'), initially incorporated by members of
the Dawnay, Day Group specifically for the purpose of acquiring the holding
company which ultimately owned Promenada. The Company's equity contribution will
be approximately €26 million.
As part of the consideration arrangements, Perriniana Limited (a member of the
Dawnay, Day Group) is also to receive deferred consideration of up to a maximum
of approximately €7.3 million (after tax), which would ordinarily be reinvested
in DDC by way of subscription for ordinary shares as disclosed in the Company's
AIM admission document. However, Perriniana has agreed to defer this element of
the consideration, which would otherwise have been received by it on completion
of this transaction, to allow all or part of it to be offset against certain
identified potential liabilities which may be incurred by Sycamore, Promenada or
their affiliates.
In the event that such liabilities do not crystallise, the deferred element of
the consideration will become due to Perriniana via a put and call option
entitling Petalang to subscribe for ordinary shares in DDC for an aggregate
amount equal to the deferred consideration actually received by Perriniana
(after tax) at an exercise price of 92.8p per share, being the average closing
mid market price of ordinary shares in DDC for the five dealing days immediately
preceding 31 May 2006. Such options shall become exercisable following
determination of the quantum of the liabilities referred to above and earlier in
certain circumstances.
DDC was advised by King Sturge (Warsaw office) and Colliers have independently
valued Promenada for the purposes of this transaction.
About Plaza Portfolio
The Plaza Portfolio comprises four shopping centres, located in the provincial
Hungarian towns of Veszprem, Pecs, Sopron and Szombathely, which are in the
south and western parts of the country, and between 70km and 190km from
Budapest. The four centres provide food store and cinema anchor units with a
variety of national, regional and local traders including; McDonalds, Rossman,
Cinema City, CBA, Jeans Club, OTP Bank and DM Drogerie. In general, the shopping
centres are located within or close to the city centres in prominent, easily
accessible destinations. Many are surrounded by high density residential estates
or commercial properties.
The Plaza Portfolio totals approximately 47,000 sq m of net leasable area,
consisting of approximately 300 shops and tenants and extensive car parking. The
initial yield for the acquisition is approximately 9.0%.
Plaza Portfolio acquisition structure
The acquisition has been effected through DDC's purchase of four Hungarian
holding companies from Navidad S.a.r.l., in which members of the Dawnay, Day
Group have an interest, as described in the Company's AIM admission document.
The Company's equity contribution for the acquisition is approximately €14
million. DDC was advised by King Sturge (Warsaw office) and DTZ have
independently valued the Plaza Portfolio for the purposes of this transaction.
Following completion, members of the Dawnay, Day Group have agreed to reinvest
an estimated £2 million in new ordinary shares in DDC, representing proceeds
from the Plaza Portfolio acquisition.
Related Party Transactions
Under the AIM rules, both acquisitions have been classified as related party
transactions. Accordingly, the members of the Board of DDC (excluding Peter
Klimt who is considered a related party for these purposes), upon consultation
with Numis Securities, the nominated adviser to the Company, consider the terms
of the related party transactions to be fair and reasonable insofar as DDC's
shareholders are concerned.
Enquiries:
Dawnay, Day Carpathian PLC Guy Naggar 020 7834 8060
Paul Rogers
Cardew Group Tim Robertson 020 7930 0777
Catherine Maitland
Notes to Editors
DDC listed on the AIM market in July 2005 and raised new funds to create a
geared €1 billion portfolio of retail properties. To date, the Company has
purchased four shopping centres with a property valuation of €64.5 million in
Poland, the Antana Warehouse Park in Hungary valued at €21.0 million and the
Varyada Shopping Centre in the Czech Republic valued at €37.0 million.
This information is provided by RNS
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