Result of Placing

RNS Number : 5521P

Globalworth Real Estate Inv Ltd

11 October 2019

 

11 October 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, 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, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this information is considered to be in the public domain.

Globalworth Real Estate Investments Limited

("Globalworth" or the "Company")

Result of Placing

Further to the announcement on 10 October 2019, the Board of Globalworth (AIM: GWI), the leading office investor in Central and Eastern Europe, is pleased to announce the issue of €264.3 million of additional equity capital following the successful completion of the Placing. Capitalised terms used but not defined in this announcement bear the same meanings as in the announcement made on 10 October 2019.

A total of 28,571,626 new ordinary shares in the Company (the "Placing Shares") have been placed by Jefferies, J.P. Morgan Cazenove and UBS at a price of €9.25 per Placing Share, raising total gross proceeds of €264.3 million for the Company. The Placing Shares being issued represent approximately 14.7% of the existing issued ordinary share capital of Globalworth (excluding treasury shares).

Application has been made for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission of the Placing Shares will become effective at 8.00 a.m. on 15 October 2019. The Placing is conditional, among other things, upon Admission of the Placing Shares becoming effective and the Placing Agreement not being terminated in accordance with its terms. Following Admission of the Placing Shares, the total number of shares in issue in the Company will be 222,406,310 ordinary shares (excluding treasury shares).

The Placing Shares will, once the Placing has become unconditional as set out above, rank pari passu in all respects with the existing ordinary shares of the Company.

Jefferies is acting as Joint Global Co-ordinator and Joint Broker and J.P. Morgan Cazenove and UBS are acting as Joint Global Co-ordinator in connection with the Placing.

Dimitris Raptis, Deputy CEO and Chief Investment Officer of Globalworth, commented:

"We are delighted with the success of this oversubscribed capital raise and the support from both existing and new shareholders. This additional capital will help us to execute on the attractive acquisition and development opportunities that we have already identified and enhance our well-established platform. As we continue to grow strongly through our activities in both Poland and Romania, the value of our portfolio is set to soon exceed €3 billion. We look forward to updating investors on our new investments in the coming months."

AIM Rules for Companies

Aroundtown SA (that holds shares representing approximately 18.9% of the Company's share capital as at the date hereof) is a related party of the Company and will be participating in the Placing (through its subsidiary Ntovelo Ltd) by subscribing for 12 million Placing Shares. This constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. As such, the Independent Directors consider, having consulted with the Company's nominated adviser, Panmure Gordon, that the terms of the participation in the Placing by Aroundtown SA (through its subsidiary Ntovelo Ltd) for 12 million Placing Shares is fair and reasonable insofar as the Company's shareholders are concerned.

For the purposes of this statement, the Independent Directors are considered to be Geoff Miller (Independent Non-Executive Chairman), John Whittle (Independent Non-executive Director),  Andreea Petreanu (Independent Non-executive Director), Richard van Vliet (Independent Non-executive Director), Bruce Buck (Independent Non-executive Director), Ioannis Papalekas (Chief Executive Officer), Dimitris Raptis (Deputy Chief Executive Officer and Chief Investment Officer) and Eli Alroy (Independent Non-executive Director).

Expected Timetable

The expected timetable for the Placing is as follows:

Admission of the Placing Shares to AIM	8.00 a.m. (London time) on 15 October 2019
Crediting of CREST Participants Accounts	15 October 2019

The timetable is subject to change at the discretion of the Company and the Banks.

Dealing Codes

Ticker	GWI
ISIN Code of the Placing Shares	GG00B979FD04
SEDOL Code of the Placing Shares	B979FD

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the section of this Announcement headed "Important Notice".

Enquiries:

Andrew Cox                                                                                       Tel: [phone]

Head of Investor Relations & Corporate Development  

Jefferies International Limited (Joint Global Co-ordinator                  Tel: [phone]

and Joint Broker)
Stuart Klein
Rishi Bhuchar

J.P. Morgan Securities plc (Joint Global Co-ordinator)                       Tel: [phone]

Massimo Saletti
Paul Hewlett
Edward Digby

UBS AG, London Branch (Joint Global Co-ordinator)                         Tel: [phone]

Sebastiaan van Loon

Rafael Szczepaniak

Alex Bloch

Panmure Gordon (UK) Limited (Nomad and Joint Broker)                  Tel: [phone]

Alina Vaskina

Justin Gulston

Milbourne (Public Relations)                                                                Tel: [phone]

Tim Draper

About Globalworth / Note to Editors

Globalworth is a listed real estate company active in Central and Eastern Europe, quoted on the AIM-segment of the London Stock Exchange.  It has become the pre-eminent office investor in the CEE real estate market through its market-leading positions both in Romania and in Poland.  Globalworth acquires, develops and directly manages high-quality office and logistics/light-industrial real estate assets in prime locations, generating rental income from high quality tenants from around the globe. Managed by over 200 professionals across Romania and Poland, the combined value of its portfolio is €2.85 billion, as at 30 June 2019 pro forma for subsequent acquisitions.  Over 95% of the portfolio is in income-producing assets, predominately in the office sector, and leased to a diversified array of some 685 national and multinational corporates.  In Romania, Globalworth is present in Bucharest, Timisoara, Constanta and Pitesti, while in Poland its assets span Warsaw, Wroclaw, Lodz, Krakow, Gdansk and Katowice.

IMPORTANT NOTICE

The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession this Announcement or other information referred to herein comes should inform themselves about and observe any such restriction.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, securities to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The offer and sale of securities has not been and will not be registered under the applicable securities laws of any state, province or territory of the United States, Australia, Canada, South Africa, or Japan. Subject to certain limited exceptions, securities may not be offered or sold in Australia, Canada, South Africa, or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, or Japan.

The securities referred to herein may not be offered or sold in the United States except to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the U.S. Securities Act of 1933 as amended (the "Securities Act") or another applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. All offers and sales of securities outside of the United States will be made in reliance on, and in compliance with, Regulation S under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this communication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") (investment professionals) or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.) (all such persons referred to above being "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with Relevant Persons. By accepting receipt of this communication, each recipient is deemed to confirm, represent and warrant that they are a Relevant Person.

In any member state of the European Economic Area, this communication is only addressed to and directed at "qualified investors" in that Member State within the meaning of the Prospectus Regulation ((EU) 2017/1129).

This Announcement is not an "offer to the public" (as defined in the Companies Act, No. 71 of 2008 (as amended) (the "South African Companies Act") in South Africa, provided that the offer is made in the circumstances specified in section 96 of the South African Companies Act and this announcement does not, nor is it intended to, constitute a prospectus (as such term is defined in the South African Companies Act).

This Announcement is for distribution in Israel only to, and is only directed at, investors included in Schedule One of the Israeli Securities Law 5728-1968 and for Qualified Clients as defined in Schedule One of the Law for the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management, 5755-1995. Nothing in this Announcement should be considered as investment counselling or investment marketing, as defined in the Law for the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management, 5755-1995. Investors are encouraged to seek competent investment counselling from a locally licensed investment counsellor prior to making any investment.

Jefferies is authorised and regulated by the Financial Conduct Authority. Jefferies is acting exclusively for the Company and no one else in connection with the Placing. Jefferies will not regard any other person as its client in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

J.P. Morgan Cazenove is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove is acting exclusively for the Company and no one else in connection with the Placing. J.P. Morgan Cazenove will not regard any other person as its client in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulatory Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom.  UBS is acting exclusively for the Company and no one else in connection with the Placing.  UBS will not regard any other person as its client in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

None of the Company, the Banks or any of their respective affiliates, directors, officers, employees, agents or advisers, accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the Announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith. The Company, each Bank and their respective affiliates, directors, officers, employees, agents or advisers accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each recipient should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as at the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this Announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.

 

END

 

 

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