Results of Placing and update on GPRE Exchange

RNS Number : 6902V

Globalworth Real Estate Inv Ltd

10 April 2019

 

10 April 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")

Results of Placing and update on GPRE Exchange

Further to the announcement on 8 April 2019, the Board of Globalworth (AIM: GWI) is pleased to announce the issue of €500.5 million additional equity capital through the successful completion of the Placing and the forthcoming closing of the GPRE Exchange. Capitalised terms used but not defined in this announcement bear the same meanings as in the announcement made on 8 April 2019.

Placing

A total of 38,201,512 new ordinary shares in the Company (the "Placing Shares") have been placed by J.P. Morgan Cazenove and Jefferies at a price of €9.10 per Placing Share, raising total gross proceeds of €347.6 million for the Company. The Placing Shares being issued represent approximately 28.2% of the existing issued ordinary share capital of Globalworth (excluding treasury shares).

The net proceeds of the Placing will be used to fund a significant pipeline of attractive investment opportunities in both Poland and Romania as well as for general corporate purposes and will also assist the Company in managing its gearing strategy to a long-term target LTV of less than 40%.  

Application has been made for the Placing Shares to be admitted to trading on AIM. It is expected that admission of the Placing Shares will become effective at 8.00 a.m. on 12 April 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 173,841,997 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.

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

GPRE Exchange Update

The GPRE Exchange is conditional upon the completion of the Placing so that Growthpoint will not, at any time, together with any persons acting in concert with it, carry 30% or more of the voting rights of the Company or be subject to the obligation under the UK City Code on Takeovers and Mergers to make a mandatory offer to all remaining shareholders of the Company to acquire the shares.

Growthpoint will subscribe for 1,648,352 Placing Shares, and will receive 16,798,488 new Globalworth shares under the GPRE Exchange (the "GPRE Exchange Shares"), which would result in Growthpoint holding 56,818,269 shares in the company, which represents 29.8% of Globalworth's share capital following completion of the Placing and the GPRE Exchange (excluding treasury shares).

The GPRE Exchange is conditional on admission of the Placing Shares to AIM and it is to complete as soon as reasonably practicable following completion of the Placing.

The GPRE Exchange Shares will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company. Application will shortly be made for the GPRE Exchange Shares to be admitted to trading on AIM. It is expected that the admission of the GPRE Exchange Shares will become effective at or around 8.00 a.m. on 15 April 2019.

Globalworth currently holds 93,976 ordinary shares as treasury shares, and, therefore, following admission of the Placing Shares and the GPRE Exchange Shares, the total number of voting shares in Globalworth in issue will be 190,640,485.

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

"We are delighted with the very strong level of support that we have seen in the Placing, which was oversubscribed with orders from new and existing investors. This is a strong vote of confidence in our strategy, capabilities and prospects. Bringing our shareholding in GPRE to over 99% following the GPRE Exchange and the steps announced to delist GPRE and acquire the remaining minorities will simplify our holding structure and equity story.  We look forward to updating investors on new acquisitions and developments in the coming months and maintaining our focus on delivering significant value for all our stakeholders."

AIM Rules for Companies

The GPRE Exchange represents a substantial transaction pursuant to the AIM Rules. Further information required to be disclosed pursuant to Schedule 4 to the AIM Rules, being the most recently notified financial information, is that the profits attributable to GPRE for the year ended 31 December 2018 were €69.2 million and the gross assets of GPRE at 31 December 2018 were €1,319.1 million.

The participation in the Placing by Growthpoint when aggregated with the GPRE Exchange 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 Growthpoint's participation in the Placing and the GPRE Exchange are 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), Akbar Rafiq (Independent Non-executive Director), Andreea Petreanu (Independent Non-executive Director), Richard van Vliet (Independent Non-executive Director), Bruce Buck (Independent Non-executive Director) and Dimitris Raptis (Deputy Chief Executive Officer and Chief Investment Officer).

Aroundtown SA (that holds shares representing approximately 11.8% 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 Camelbay Ltd) by subscribing for 12,626,751 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 Camelbay Ltd for 12,626,751 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), Akbar Rafiq (Independent Non-executive Director), Andreea Petreanu (Independent Non-executive Director), Richard van Vliet (Independent Non-executive Director), and Bruce Buck (Independent Non-executive Director), Ioannis Papalekas (Chief Executive Officer) and Dimitris Raptis (Deputy Chief Executive Officer and Chief Investment Officer).

Expected Timetable

The expected timetable for the Placing is as follows:

Admission of the Placing Shares to AIM	8.00 a.m. on 12 April 2019
Crediting of CREST stock accounts	12 April 2019

The timetable is subject to change at the discretion of the Company, J.P. Morgan Cazenove and Jefferies.

The expected timetable for the GPRE Exchange is as follows:

Admission of the GPRE Exchange Shares to AIM

8.00 a.m. on 15 April 2019

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

Dealing Codes

Ticker	GWI
ISIN of the Placing Shares	GG00B979FD04
SEDOL 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  

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

Massimo Saletti
Paul Hewlett
Edward Digby

Jefferies International Limited (Joint Bookrunner and Joint Broker)                      Tel: [phone]

Stuart Klein

Panmure Gordon (UK) Limited (Nominated Adviser 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, where the Company has a majority shareholding in Globalworth Poland, a pure-play Polish real estate platform listed on the Warsaw Stock Exchange.

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 nearly 200 professionals across Romania and Poland, the combined value of its portfolio is in excess of €2.5 billion (following the two acquisitions announced on 3 April 2019). Over 90% of the portfolio is in income-producing assets, predominately in the office sector, and leased to a diversified range of some 650 national and multinational corporates. In Romania, Globalworth is present in Bucharest, Timisoara 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 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 Directive (Directive 2003/71/EC, as amended or superseded, including any applicable implementing measures in the relevant member state).

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.

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.

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.

None of the Company, J.P. Morgan Cazenove, Jefferies 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, J.P. Morgan Cazenove, Jefferies 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

 

 

MSCDDGDSIBGBGCC