Placing Announcement

RNS Number : 7460Z

Globalworth Real Estate Inv Ltd

22 September 2015

 

Placing Announcement

22 September 2015

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS

Globalworth Real Estate Investments Limited ("Globalworth" or the "Company")

Proposed placing expected to raise approximately €35 million

Summary highlights

The Board of Globalworth is pleased to announce:

•           proposed Placing of Ordinary Shares at a Placing Price of €6.00 per share, representing an approximate 34 per cent. discount to the revised H1-2015 EPRA NAV published on 16 September 2015

•           expected gross Placing proceeds of approximately €35 million

•           expressions of interest from existing shareholders in the amount of approximately €30 million (assuming a capital raise of €35 million)

•           Placing will be conducted by the Company with Cantor Fitzgerald Europe acting as settlement agent

•           funds raised from the Placing to be invested in:

•           new acquisitions, expected to comprise a portfolio of 26 assets located in Romania and a Class "A" office building in Bucharest (Romania)

•           the Company's ongoing development projects (Bucharest One, Globalworth Campus and Gara Herastrau)

•           other general corporate purposes.

Geoff Miller, Chairman of Globalworth, commented:

"Following our successful equity capital raises in July 2013 (IPO) and April 2014, and by deploying our shareholders' capital in an efficient and effective way, we have established Globalworth as one of the leading real estate investors in Romania and the wider SEE region. We strive to continue to grow the Company by investing in acquisitions and our existing development projects that will further solidify our position in the market, and the proposed capital raise constitutes an important milestone in this respect.

We are delighted that we have already received expressions of indicative interest from existing shareholders in respect of most of the expected proceeds to be raised. The continued support from York and Oak Hill Advisors to Globalworth constitutes a powerful acknowledgement of the outstanding progress made and milestones achieved since they first invested in the Company back in April 2014.

We look forward to another successful capital raise and to continue to deliver on Globalworth's strategy."

- Ends -

For further information visit www.globalworth.com or contact

Cantor Fitzgerald Europe (Corporate Broker) Rick Thompson David Foreman Panmure Gordon (Nominated Adviser) Nicola Marrin	Tel: [phone] Tel: [phone]
Milbourne (Public Relations) Tim Draper	Tel: [phone]

About Globalworth

Globalworth Real Estate Investments Limited is a real estate investment company founded by real estate investor and developer Ioannis Papalekas currently focused on taking advantage of investment opportunities in Romania. The Company's shares were admitted to trading on AIM in July 2013.

The Romanian market offers an attractive real estate investment proposition in the medium-to-long term. Globalworth believes that global investor capital flows will gradually move from markets considered as "safe havens" to more peripheral markets such as Romania in search of higher yielding investments.  As a result, Romania should, in due course, become a more attractive destination for a wide investor audience.  Globalworth anticipates holding an early mover advantage in and benefitting from this gradual shift in investor sentiment.

The Placing

The Board of Globalworth is pleased to announce its intention to conduct a placing expected to raise gross proceeds of approximately €35 million through the issue of new ordinary shares ("Ordinary Shares") (the "Placing").  The completion of the Placing is conditional upon, amongst other things, admission of the Ordinary Shares placed pursuant to the Placing (the "Placing Shares") to trading on AIM ("Admission"). 

The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") is €6.00 per share. Members of the general public are not eligible to take part in the Placing and the Placing is not underwritten.

The Placing is being conducted by the Company through letters of subscription, with Cantor Fitzgerald Europe acting as settlement agent ("Cantor Fitzgerald Europe").  The timing of the closing of the book and allocations is at the discretion of the Company but is expected to close no later than 5.30 pm, on 28 September 2015.  Details of the number of Placing Shares and the amount raised by the Placing will be announced as soon as practicable after the closing of the book.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.  The Placing Shares will be issued pursuant to, and (on issue) will be subject to, the terms of the Company's articles of incorporation (a copy of which is available on the Company's website).

The Company will apply for Admission and it is expected that Admission will occur on or around 2 October 2015 (the "Closing Date"). 

Placing to be non pre-emptive

The articles of incorporation of the Company permit the issue of new Ordinary Shares on a non pre-emptive basis provided that the issue price is not more than 10 per cent. below the market price per Ordinary Share calculated as either (a) the volume-weighted average price over the 90 trading days prior to a date selected by the directors (the "Selected Date"); or (b) if there have been fewer than 10 transactions in the 90 trading days prior to the Selected Date, the mean of the reported sale price per Ordinary Share on each of the last 10 transactions prior to the Selected Date (the Selected Date being not more than 30 days prior to the proposed date of issue of equity securities).  On the basis of a Selected Date of 21 September 2015 and the fact that there were more than 10 trades during the preceding 90 day trading period, the minimum price at which the Company could issue New Ordinary Shares in the Placing on a non-emptive basis would be €5.38 per share.  As the Placing Price is above this threshold, the Placing can be made on a non pre-emptive basis and no shareholder or other consent is required.

The Board believes that raising of equity finance using the flexibility provided by a non pre-emptive placing (under the terms of the Company's articles of incorporation) is the most appropriate structure for the Company at this time.

Expressions of indicative interest

York Capital Management Global Advisors, LLC ("York"), through its affiliate York Global Finance Offshore BDH (Luxembourg) S.à r.l., has expressed an indicative interest in subscribing €25 million for 4,166,667 Placing Shares in the Placing.  York currently has an interest in 11,191,146 Ordinary Shares, representing 20.9 per cent. of the issued share capital of the Company, and has appointed Akbar Rafiq as a director of the Company.

Oak Hill Advisors (Europe), LLP ("Oak Hill Advisors"), through certain funds and separate accounts it manages, has expressed an indicative interest in subscribing for that number of Placing Shares in the Placing which will maintain their current percentage shareholding in the Company.  Oak Hill Advisors currently has an interest in 7,193,562 Ordinary Shares, representing 13.4 per cent. of the issued share capital of the Company, and has appointed Alexis Atteslis as a director of the Company.

Each of York and Oak Hill Advisors is a related party under the AIM Rules and, as such, subject to certain thresholds, the participation by such persons in the Placing would be classified as a related party transaction for the purposes of Rule 13 of the AIM Rules for companies.  This would require the Directors (other than Akbar Rafiq and Alexis Atteslis, as appropriate), to make a statement that, having consulted with Panmure Gordon (the Company's Nominated Adviser), they consider the terms of the relevant participation in the Placing by the relevant person to be fair and reasonable insofar as the Company's shareholders are concerned.

Use of proceeds of Placing

The proposed Placing is expected to raise gross proceeds of approximately €35 million, which will be used to fund new acquisitions (expected to be as summarised below), the Company's ongoing development projects and for other general corporate purposes.

Investment Pipeline

Globalworth, in September 2015, signed MoUs for the potential acquisition of a portfolio of 26 assets and of two standing properties, all located in Romania. The Company is currently undertaking the necessary due diligence and negotiating the transaction documentation for these transactions.

Romanian Portfolio

The portfolio comprises 26 assets located across Romania.  The standing properties that form part of the portfolio offer a total GLA of approximately 46,500 sqm, and are anchor tenanted by a blue-chip multinational corporate.  As part of the overall transaction, the Company is negotiating with the multinational corporate in relation to the leasing of 100 per cent. of one of the Company's existing office properties.

Class "A" Office Properties

Two Class "A" office buildings (one standing and one under construction), located in Bucharest offering total GLA of approximately 35,000 sqm.  In line with the Company's strategy, the properties are expected to be leased on acquisition to well known multinational and national corporates.  One of these office buildings is not expected to complete until late 2016.

Other Pipeline investments

In addition to the above potential investments, Globalworth has an active pipeline of other potential investments which are at various stages of negotiation.  The pipeline comprises office and logistic / light-industrial investments with a total acquisition cost of approximately €200 million.

Long-term financing

In accordance with the Company's stated policy and as previously announced, the Company is continuing to actively pursue various long-term debt financing alternatives.

IMPORTANT INFORMATION

This announcement is for information purposes only and does not constitute, or form part of, any offer or invitation to sell or issue any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.  Any decision to subscribe for shares in the Placing must be made only on the basis of the documents, announcements or other information (if any) referred to in the subscription letter referable to the Placing to be issued by the Company to the relevant investor.

The securities have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.  The Company does not intend to register any part of the Placing in the United States or to conduct a public offering of securities in the United States.

 

END

 

 

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