Proposed Placing & Dividend
Dawnay, Day Carpathian PLC
24 April 2007
Not for release, publication or distribution in whole or part, in or into the
United States, Canada, Australia, Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction
DAWNAY, DAY CARPATHIAN PLC
('DDC' or 'the Company'),
24 April 2007
Announcement of a proposed placing of 83,333,334 new ordinary shares at 120p per
share, a final dividend for 2006 and a first interim dividend for 2007
Highlights:
• Placing of 83,333,334 new ordinary shares, raising £100 million (€147.4
million)
• Current pipeline of potential acquisitions has an estimated purchase
price of approximately £1 billion (€1.5 billion)
• New funds together with debt facilities will be used to acquire assets
in Central and Eastern Europe
• Placing is conditional upon shareholder approval at an EGM on 17 May
2007
• Final dividend for 2006 of 4p per share and first interim dividend for
2007 of 3.33p per share
• Directors targeting a total dividend of 10p for 2007 (to be paid in
three equal instalments) and a total dividend of 10p for 2008
Placing
Dawnay, Day Carpathian PLC, the retail commercial property investment company
established to invest in Central and Eastern Europe, is pleased to announce its
intention to raise £100 million (before expenses) (€147.4 million) by means of a
placing ('the Placing') of 83,333,334 new ordinary shares ('the Placing Shares')
at 120p per share. The net proceeds of the Placing will be used to fund the
Company's continuing investment programme and new business opportunities
including the development and regeneration of properties in Central and Eastern
Europe. The Placing is conditional upon the passing of resolutions by
shareholders to, inter alia, increase the Company's share capital and to grant
the necessary authorities to allot the Placing Shares, at the Extraordinary
General Meeting scheduled for 17 May 2007 ('the EGM'). Dealings in the Placing
Shares are expected to commence on or around 18 May 2007.
On 2 April 2007, the Company announced it had reached its full investment target
set at admission of the Company to AIM on 26 July 2005 ('Admission'), with over
90% of the funds raised at the time of Admission invested or committed. The
Company's asset manager, Dawnay, Day PanTerra (the 'Property Advisor') has
identified a pipeline of potential transactions with an estimated purchase price
of approximately £1 billion (€1.5 billion). The Company intends to use the net
proceeds of the Placing, together with further debt facilities, to make further
acquisitions, with the intention to be substantially invested by 31 December
2008.
While the Company will continue to invest primarily in established property
assets, it will also seek to augment the diversity and overall return achieved
by the portfolio with new development/regeneration projects. These non-income
producing projects will typically be undertaken on a joint venture basis with
local developers and will comprise no more than 25 per cent. of the Company's
equity share capital at any one time. The Company believes that by entering into
more joint venture and risk-sharing arrangements with local developers as well
as its own direct developments, suitable properties can be added to the
portfolio at an attractive discount to their likely investment value.
Final Dividend 2006 and First Interim Dividend 2007
In line with the Company's objective of maintaining a progressive dividend
policy, the Board has declared, subject to shareholder approval at the EGM, a
final dividend in respect of the financial year ended 31 December 2006 ('the
Final Dividend') of 4p per share. The record date for the Final Dividend is 4
May 2007.
Also, further to the directors' intention to continue to provide investors with
substantial dividends, the Board has also declared a first interim dividend in
respect of the financial year ended 31 December 2007 ('the First Interim
Dividend') of 3.33p per share. The record date for the First Interim Dividend is
also 4 May 2007.
The Placing Shares do not qualify for the Final Dividend and the First Interim
Dividend but they will rank pari passu in all other respects and will qualify
for any further dividends including the one remaining interim dividend together
with the final dividend for the financial year ended 31 December 2007, which
will result in an aggregate dividend payment of 10p per share for that financial
year, paid in three equal instalments. Further, the Board is also targeting a
dividend of 10p per share for the financial year ended 31 December 2008.
Background Information
Incorporated on 2 June 2005 in the Isle of Man for the purpose of investing in
the retail property markets of Central and Eastern Europe, upon Admission, the
Company raised gross proceeds of £140 million (€206.3 million).
The Company's strategy is to create value through investing in predominantly
commercial retail properties such as shopping centre, supermarkets and retail
warehouses located in Central and Eastern Europe. This includes countries that
have benefited from EU accession on 1 May 2004 and 1 January 2007 respectively.
The Company announced on 12 March 2007 that as at 31 December 2006, the
Company's portfolio was valued by DTZ Debenham Tie Leung Limited at £368.7
million (€543.4 million), giving a net uplift of £36.8 million (€54.2 million)
compared to the 31 December 2005 valuation (or the purchase price if acquired
thereafter). The unaudited net asset value per share, adjusted to exclude
goodwill and any deferred tax liabilities arising on the property valuations,
rose to 126.7p from 98.2p, an increase of 29 per cent.
The Property Advisor has gained extensive local and regional knowledge due to
its activities in the Central and Eastern Europe property markets. The number of
professional personnel employed by the Property Advisor and focussed upon
Central and Eastern Europe has increased from 7 to 24 since Admission and it now
has an established local presence in Warsaw, with significant expertise,
including a team of five professional personnel. As a result, the Property
Advisor is in a good position to identify further acquisition opportunities and
to realise their maximum potential.
The announcement of the Company's preliminary results for the financial year
ended 31 December 2006 will be made on 10 May 2007.
Commenting on this announcement, Rupert Cottrell, Chairman of Dawnay, Day
Carpathian said: 'We have been very encouraged by investor response to the
proposed Placing which we believe reflects well on the strength of our property
portfolio acquired to date. The macro economic environment remains positive and
we expect the continued economic and political progress being achieved by
countries in Central and Eastern Europe should provide a positive backdrop to
the Group's activities.'
Enquiries:
Dawnay, Day PanTerra Peter Klimt 020 7834 8060
Paul Rogers
Balazs Csepregi
Numis Securities Andrew Dawber 020 7260 1000
Anthony Richardson
Bruce Garrow
Cardew Group Tim Robertson 020 7930 0777
Catherine Maitland
The contents of this announcement, which have been prepared by the Company and
are the sole responsibility of the Company, have been approved solely for the
purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 by
Numis Securities Limited. Numis Securities Limited is regulated in the United
Kingdom by the Financial Services Authority and is acting exclusively for the
Company and no-one else in connection with the Placing and will not regard any
other person (whether or not a recipient of this announcement) as its clients,
nor will it be responsible to anyone other than the Company for providing the
protections afforded to customers of Numis Securities Limited nor for providing
advice in relation to the Placing, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning the
Company. Generally, the words 'will', 'may', 'should', 'continue', 'believes',
'expects', 'intends', 'anticipates' or similar expressions identify
forward-looking statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. The Company assumes no obligation and do not
intend to update these forward-looking statements, except as required pursuant
to applicable law.
£/€ exchange rate used in this announcement is £1/€1.4739
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