29 November 2017
Globalworth Real Estate Investments Limited
("Globalworth" or the "Company")
Further update on Investment in Poland - Tender Offer now unconditional in all respects
Globalworth announced on 4 October 2017 (the "Announcement") that its subsidiary Globalworth Asset Managers SRL ("GAM") had entered into a conditional investment agreement to acquire a minimum of 50.01% and up to 67.90% of the issued share capital of Griffin Premium RE.. N.V. ("GPRE"), a Dutch entity listed on the Warsaw Stock Exchange, (the "Acquisition") to be effected by way of a public tender offer (the "Tender Offer").
On 16 November 2017, the Company announced that resolutions had been passed at an EGM of GPRE satisfying a condition of the Tender Offer. The Tender Offer remained conditional upon satisfaction of the acceptance condition stated in the Tender Offer document and execution of an organisation agreement (the "Organisation Agreement") between the Company and GPRE.
The Board of Globalworth is pleased to announce that both these conditions have been satisfied and that all conditions precedent to the Tender Offer have now been satisfied or waived, and consequently the Tender Offer has become unconditional in all respects.
Upon closing of the Tender Offer, approximately 106.0 million shares, constituting 67.90% of the total number of the votes at the general meeting of GPRE, were tendered in the Tender Offer, thereby satisfying the acceptance condition stated in the Tender Offer document. The total consideration payable under the Tender Offer will be PLN 583m (€138m2) which will be met from the Company's existing cash resources.
In addition, on 28 November 2017, the Company entered into the Organisation Agreement with GPRE. Under the Organisation Agreement, GPRE has undertaken to carry out certain actions following and resulting from the acquisition of control by GAM. These actions include, among others, the implementation of certain procedures and changes in the operations of GPRE in order to comply with practices observed by Globalworth group companies. The parties to the Organisation Agreement have also agreed on principles of entering into related party transactions and intragroup disclosure of confidential information in compliance with applicable law and regulations.
The Company is now in the process of concluding the Tender Offer settlement and closing procedures and currently expects the remaining completion steps to be concluded by 6 December 2017.
By way of update to the Company's announcement on 27 November 2017, adjusted on a pro forma, consolidated basis for the Acquisition, upon full consolidation of GPRE, the Company estimates that, as a result of acquiring an interest of 67.90% of the issued share capital of GPRE at a discount to GPRE's EPRA NAV, the Company's unaudited EPRA NAV per share (the "Adjusted EPRA NAV") as at 30 September 2017 should increase to approximately €8.64. This is stated before the effects of any H2 2017 revaluation movements and is based on currently available information and a number of assumptions1. The Company's actual Adjusted EPRA NAV per share will vary depending upon, among other things, the actual balances as at the closing date of the acquisition of GPRE.
Dimitris Raptis, Deputy Chief Executive Officer and Chief Investment Officer of the Company, commented: "We are very pleased to have successfully concluded the Tender Offer and were delighted to accept tenders giving us an aggregate 67.90% shareholding in GPRE while maintaining the listing on the Warsaw Stock Exchange. Our expansion into Poland, the largest market in Central and Eastern Europe, is a pivotal development in Globalworth's strategy to establish itself as the region's leading office investor, present in the two key markets of Poland and Romania. In conjunction with the already announced acquisitions GPRE is now moving into its next phase of growth and value creation."
Terms which are not otherwise defined in this announcement have the meanings given to them in the Announcement.
Enquiries:
Andrew Cox Tel: +44 20 3026 4027
Head of Investor Relations & Corporate Development
Panmure Gordon (Nominated Adviser and Joint Broker) Tel: +44 20 7886 2500
Andrew Potts
Jefferies (Joint Broker) Tel: +44 20 7029 8000
Stuart Klein
Milbourne (Public Relations) Tel: +44 7921 881 800
Tim Draper
About Globalworth
Globalworth is a real estate investment company active in Central and Eastern Europe, and has become the leading office investor in the Romanian real estate market. Globalworth acquires, develops and directly manages high-quality office and logistics/light-industrial real estate assets in prime locations, through which it benefits from a strong rental income profile from high quality tenants from around the globe. With approximately 70 professionals managing it, Globalworth's portfolio, as at 30 September 2017, was valued in excess of €1 billion, of which 90% is in income-producing assets and over 80% in the office sector. Globalworth has a strong and supportive investor base, having been listed on the AIM Market of London Stock Exchange since 2013 and in 2017 issued its debut Eurobond on the Irish and Bucharest stock exchanges.
GPRE is a pure-play Polish real estate platform that primarily owns high-quality office and mixed-use assets located in Warsaw and across a number of other key cities, notably Wroclaw, Lodz, Krakow and Katowice. Its portfolio comprises six office and three mixed-use (office and retail) properties, and benefits from a further pipeline of contracted acquisitions. For more information please refer to related regulatory announcements.
NOTE
1. The Company's estimated Adjusted EPRA NAV per share of approximately €8.64 as at 30 September 2017 has been included for information purposes only and is subject to a number of assumptions, including: (a) that completion of the Company's acquisition of GPRE occurred as at 30 September 2017; (b) that 67.90% of the issued share capital of GPRE is acquired by the Company; (c) an estimated PLN to EUR exchange rate; and (d) an estimated amount for the transaction costs related to the Acquisition. As a result, even though management of the Company believes these assumptions to be reasonable, the estimated Adjusted EPRA NAV per share as at 30 September 2017 describes a hypothetical situation and has been prepared solely for illustrative purposes. It does not purport to represent what the Company's actual pro forma consolidated EPRA NAV per share may be upon completion of the acquisition of GPRE nor is it necessarily indicative of the Company's future consolidated EPRA NAV per share. The Company's actual pro forma consolidated EPRA NAV per share may differ significantly from the estimated Adjusted EPRA NAV for a number of reasons, including, but not limited to, the actual balances as at the closing date of the acquisition of GPRE and differences between amounts assumed and the actual amounts.
2. Assumed EURPLN Exchange Rate of 4.23, subject to final settlement
IMPORTANT NOTICE:
No public offer of securities is being made by virtue of this announcement.
This announcement has been prepared for the purposes of complying with the applicable laws and regulations of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
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 of 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.
