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.
22 December 2017
Globalworth Real Estate Investments Limited ("Globalworth" or the "Company")
Business Update, Director Dealings & Total Voting Rights
Globalworth Real Estate Investments Limited ("Globalworth" or the "Company") is pleased to provide an update on a number of initiatives completed prior to year-end:
Acquisition of Bucharest Office Development Sites
Following the announcement on 27 November 2017, in which Globalworth provided details of its next phase of potential development projects, the Company can now announce the acquisition of two land plots, both located in the Gara Herastrau/Barbu Vacarescu corridor of Bucharest's new CBD, expected to complete in Q1-2018. The first land plot is located between the Globalworth Plaza and Green Court B assets of the Company, and is the last remaining street facing land plot on Gara Herastrau. The second land plot is located adjacent to the Company's Green Court complex. The aggregate consideration for both land plots is approximately €16m and combined they are anticipated to allow for the development of approximately 40,000 sqm of commercial (predominantly office) space, subject to relevant approvals.
Shareholding in GPRE
Globalworth, via its subsidiary Globalworth Asset Managers SRL ("GAM"), has acquired a further 3.76% shareholding in GPRE from Griffin Netherlands II B.V. and GT Netherlands III B.V., two Dutch entities indirectly controlled by Oaktree Capital Management Group LLC, in an off-market trade funded from existing cash resources at a price of PLN 5.50/share. Following this transaction, GAM's shareholding in GPRE now stands at 71.7%. This investment is in line with the Company's stated investment policy and, when aggregated with the results of the completed Tender Offer announced on 29 November 2017 and the 19 December 2017 announcement, represents a substantial transaction pursuant to the AIM Rules[1].
In respect of these recent business developments and the considerable achievements of 2017, Dimitris Raptis, Deputy CEO and Chief Investment Officer commented: "2017 has been a truly transformational year for Globalworth. We are delighted to have had the support of the international capital markets, having raised nearly €900m of new equity and debt, thus broadening our investor base, equity free float and our international reputation. We are also excited by our strategic entry into Poland and the prospect of positioning GPRE as the reference landlord and investor in the Polish office market. We go into 2018 well placed to achieve our objective of establishing Globalworth as the region's leading office investor and to build on our ambition of being the partner of choice for the wide variety of high-quality tenants in the region."
Issue of Fee Shares
In connection with the €200 million equity fundraising which was announced on 1 December 2016, the Company has now implemented the issue of the second (and final) tranche of 1,000,000 Fee Shares to Growthpoint Properties International Proprietary Limited ("GRT") and 72,963 Fee Shares to certain funds and/or accounts managed by Oak Hill Advisors (Europe), LLP and its affiliates ("Oak Hill"); and the transfer of warrants in respect of, in aggregate, 500,000 Ordinary Shares held by Zorviani Limited (a company beneficially owned by the Company's CEO Ioannis Papalekas) under the Warrant Agreement (as defined below) to GRT. Terms defined above shall have the meanings given to them in the circular dated 1 December 2016.
Transfers, and Exercises, of IPO Warrants
At the time of the Company's IPO, the Warrant Agreements (as defined in the Admission Document) were entered into with the Company's executive directors and several of the non-executive directors which, subject to the meeting of certain thresholds, would entitle them to subscribe for new Ordinary Shares at certain prices ("Ordinary Shares").
In addition to the warrant transfer between Zorviani Limited and GRT noted above, the Company has received notice from Dimitris Raptis, the Company's Deputy CEO and Chief Investment Officer, of the transfer out of 30,000 Warrants; and from Zorviani Limited, the transfer of 3,745,030 Warrants to Zakiono Limited (both of which are companies beneficially owned by the Company's CEO, Mr Papalekas).
The Warrant Agreements contain three thresholds of exercise criteria, the first set of which have now been satisfied, as a result of which the first tranche of warrants have vested. The Company has received notices of exercise from several of the warrant holders in respect of warrants to subscribe for the following number of Ordinary Shares at a price of EUR 5.00 per share:
Name of Warrant holder |
Number of Ordinary Shares to be issued ("Warrant Shares") |
Zakiono Limited |
915,010 |
Dimitris Raptis |
80,000 |
Ayrad Limited (a company beneficially owned by Eli Alroy, one of the Non-Executive Directors) |
260,000 |
GRT |
500,000 |
Having received total subscription funds of EUR 8,775,050 from the warrant holders listed above, the Company has now issued and allotted 1,755,010 Warrant Shares. Following this exercise, a further 50,000 Warrants in respect of the first tranche of warrants are eligible to be exercised under the same terms at the Warrant holders' discretion. As stipulated in the Warrant Agreements, 2,830,020 IPO warrants remain unvested in two further tranches.
Admission to trading on AIM
Following the above issues of Fee Shares and Warrant Shares, application will be made for a total of 2,827,973 new Ordinary Shares to be admitted to trading on AIM, which is expected to take place on 2 January 2018.
Total Voting Rights
Following the above share issues, the Company's enlarged issued share capital comprises 132,252,769 ordinary shares with voting rights in the Company, and a further 35,713 ordinary shares held in treasury.
The total number of ordinary shares in issue excluding shares held as treasury shares is 132,252,769, and this is the total number of the voting rights in the Company which may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change in the interest, in the share capital of the Company under Chapter 5 of the FCA's Disclosure and Transparency Rules as reflected in the Company's articles of incorporation.
Significant Shareholdings and Directors' Dealings
Following the above share issues:
· GRT (and its persons closely associated) has an interest in 38,679,286 ordinary shares, equivalent to 29.2 per cent of the issued ordinary share capital;
· Oak Hill Advisors* has an interest in 13,099,680 ordinary shares, equivalent to 9.9 per cent of the issued ordinary share capital;
· Mr Papalekas has an interest in 25,129,187 ordinary shares, equivalent to 19.0 per cent of the issued ordinary share capital;
· Mr Raptis has an interest in 527,834 ordinary shares, equivalent to 0.4 per cent of the issued ordinary share capital;
· Mr Alroy has an interest in 698,814 ordinary shares, equivalent to 0.5 per cent of the issued ordinary share capital.
* Certain funds and/or accounts managed by Oak Hill Advisors
The Notification of Dealing Forms provided in accordance with the requirements of MAR in relation to the transactions listed above are set out below:
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 |
Details of the person discharging managerial responsibilities/person closely associated |
a) |
Name |
Zorviani Limited |
2 |
Reason for the notification |
a) |
Position/status |
Person Closely Associated with Ioannis Papalekas, Chief Executive Officer |
b) |
Initial notification/Amendment |
Initial Notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Globalworth Real Estate Investments Limited |
b) |
LEI |
213800R3E823B1UBIA81 |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument |
Warrants to subscribe for ordinary shares of no par value |
b) |
Nature of the transaction |
Transfer of warrants |
c) |
Price(s) and volume(s) |
Price |
Volume |
2.5 euros |
500,000 |
|
d) |
Aggregated information - Aggregated volume - Price |
Not applicable |
e) |
Date of the transaction |
22 December 2017 |
f) |
Place of the transaction |
Outside a trading venue - Guernsey |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 |
Details of the person discharging managerial responsibilities/person closely associated |
a) |
Name |
Zorviani Limited |
2 |
Reason for the notification |
a) |
Position/status |
Person Closely Associated with Ioannis Papalekas, Chief Executive Officer |
b) |
Initial notification/Amendment |
Initial Notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Globalworth Real Estate Investments Limited |
b) |
LEI |
213800R3E823B1UBIA81 |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument |
Warrants to subscribe for ordinary shares of no par value |
b) |
Nature of the transaction |
Transfer of warrants |
c) |
Price(s) and volume(s) |
Price |
Volume |
2.5 euros 1.77 euros 2.65 euros |
915,010 1,415,010 1,415,010 |
|
d) |
Aggregated information - Aggregated volume - Price |
Not applicable |
e) |
Date of the transaction |
22 December 2017 |
f) |
Place of the transaction |
Outside a trading venue - Guernsey |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 |
Details of the person discharging managerial responsibilities/person closely associated |
a) |
Name |
Zakiono Limited |
2 |
Reason for the notification |
a) |
Position/status |
Person Closely Associated with Ioannis Papalekas, Chief Executive Officer |
b) |
Initial notification/Amendment |
Initial Notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Globalworth Real Estate Investments Limited |
b) |
LEI |
213800R3E823B1UBIA81 |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument |
Warrants to subscribe for ordinary shares of no par value |
b) |
Nature of the transaction |
Exercise of warrants |
c) |
Price(s) and volume(s) |
Price |
Volume |
5.00 euros |
915,010 |
|
d) |
Aggregated information - Aggregated volume - Price |
Not applicable |
e) |
Date of the transaction |
22 December 2017 |
f) |
Place of the transaction |
Outside a trading venue - Guernsey |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 |
Details of the person discharging managerial responsibilities/person closely associated |
a) |
Name |
Dimitris Raptis |
2 |
Reason for the notification |
a) |
Position/status |
Deputy Chief Executive Officer and Chief Investment Officer |
b) |
Initial notification/Amendment |
Initial Notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Globalworth Real Estate Investments Limited |
b) |
LEI |
213800R3E823B1UBIA81 |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument |
Warrants to subscribe for ordinary shares of no par value |
b) |
Nature of the transaction |
Transfer of warrants |
c) |
Price(s) and volume(s) |
Price |
Volume |
2.5 euros |
30,000 |
|
d) |
Aggregated information - Aggregated volume - Price |
Not applicable |
e) |
Date of the transaction |
22 December 2017 |
f) |
Place of the transaction |
Outside a trading venue - Guernsey |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 |
Details of the person discharging managerial responsibilities/person closely associated |
a) |
Name |
Dimitris Raptis |
2 |
Reason for the notification |
a) |
Position/status |
Deputy Chief Executive Officer and Chief Investment Officer |
b) |
Initial notification/Amendment |
Initial Notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Globalworth Real Estate Investments Limited |
b) |
LEI |
213800R3E823B1UBIA81 |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument |
Warrants to subscribe for ordinary shares of no par value |
b) |
Nature of the transaction |
Exercise of warrants |
c) |
Price(s) and volume(s) |
Price |
Volume |
5.00 euros |
80,000 |
|
d) |
Aggregated information - Aggregated volume - Price |
Not applicable |
e) |
Date of the transaction |
22 December 2017 |
f) |
Place of the transaction |
Outside a trading venue - Guernsey |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 |
Details of the person discharging managerial responsibilities/person closely associated |
a) |
Name |
Ayrad Limited |
2 |
Reason for the notification |
a) |
Position/status |
Person Closely Associated with Eli Alroy, Non-Executive Director |
b) |
Initial notification/Amendment |
Initial Notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Globalworth Real Estate Investments Limited |
b) |
LEI |
213800R3E823B1UBIA81 |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument |
Warrants to subscribe for ordinary shares of no par value |
b) |
Nature of the transaction |
Exercise of warrants |
c) |
Price(s) and volume(s) |
Price |
Volume |
5.00 euros |
260,000 |
|
d) |
Aggregated information - Aggregated volume - Price |
Not applicable |
e) |
Date of the transaction |
22 December 2017 |
f) |
Place of the transaction |
Outside a trading venue - Guernsey |
For further information visit www.globalworth.com or contact:
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 an AIM-listed 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 also owns approximately 72% of Griffin Premium R.E.. N.V. ("GPRE"). GPRE is a pure-play Polish real estate platform listed on the Warsaw Stock Exchange that primarily owns high-quality office and mixed-use assets located in Warsaw and across a number of other major Polish cities, notably Wroclaw, Lodz, Krakow, Gdansk and Katowice. Its portfolio comprises six office and three mixed-use (office and retail) properties. For more information on GPRE please refer to http://www.griffin-premium.com/.
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.
