19 December 2017
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")
Further update on Investment in Poland
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"). The Tender Offer became unconditional on 29 November 2017 and the Company now holds a 67.90% holding in GPRE.
The Announcement also stated that, amongst other investments in the pipeline, GPRE had contracted to acquire three high quality office properties in Wroclaw, Gdansk and Katowice from Echo Polska Properties ("EPP") for an aggregate purchase price of €160 million, which were expected to be acquired before 31 January 2018.
Further to the Announcement and following the satisfactory completion of the Tender Offer, the Company announces that it has agreed to provide a short-term bridging loan to GPRE for an amount of €165 million to fund the entire EPP portfolio acquisition. This loan may be increased, at the Company's sole discretion, by a further €65 million within the next 2 months, for further potential acquisitions under consideration by GPRE. The loan is repayable within 6 months but this may be extended by a further 6 months at the request of GPRE (and at the Company's sole discretion).
The loan will bear fixed interest from the date of its utilisation at market rate. The loan agreement provides for a list of undertakings, representations and events of default standard for financings of such type. In addition, at the request of the Company, following completion of the EPP portfolio acquisition, the Company may request that a security package over the acquired assets is established, including guarantees, pledges and mortgages, to the extent respective security interest will be permitted under the bank financing arrangements in place in respect of the acquired assets.
Subject to approval at a general meeting of GPRE, the Company has the option to convert the loan into shares in GPRE at a conversion price equal to the 60-day volume weighted average price of GPRE shares at the date of submission of the conversion notice.
This transaction represents a substantial transaction pursuant to the AIM Rules. Further information required to be disclosed pursuant to Schedule 4 to the AIM Rules is that the profits attributable to GPRE for the year ended 31 December 2016 were €14.6m, which reflected its results in the financial year prior to its IPO in April 2017, and the gross assets of GPRE at 30 June 2017 were €569.4m.
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
Jefferies (Joint Broker) Tel: +44 20 7029 8000
Stuart Klein
Panmure Gordon (Nominated Adviser and Joint Broker) Tel: +44 20 7886 2500
Andrew Potts
Milbourne (Public Relations) Tel: +44 7903 802545
Tim Draper
About Globalworth / Note to Editors
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.
On 6 December 2017, Globalworth completed its strategic investment in Griffin Premium R.E.. N.V. ("GPRE"), with Globalworth holding a 67.9% shareholding in GPRE. 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
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.
