TIDMGWI
RNS Number : 6613S
Globalworth Real Estate Inv Ltd
12 March 2019
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.
12 March 2019
Globalworth Real Estate Investments Limited
("Globalworth" or the "Company")
Publication of Circular and Notice of EGM
Globalworth, the leading office investor in Central and Eastern
Europe, announces that an Extraordinary General Meeting ("EGM") of
the Company will be held at 11.00 a.m. on 29 March 2019 at Ground
Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 2HT.
This follows the Company's announcement on 11 March 2019, in
conjunction with its preliminary financial results for the year
ended 31 December 2018, of its intention to raise up to EUR500
million additional equity capital through the issue of new Shares
in the capital of the Company (the "New Shares") at or around the
prevailing EPRA NAV per share.
The purpose of the EGM is to ask Shareholders to authorise the
Board, as permitted by and in accordance with the Articles, to
issue up to 55,000,000 New Shares pursuant to (i) a proposed
placing for cash of up to 38,000,000 New Shares (the "Placing");
and (ii) the proposed issue of up to 17,000,000 New Shares to
Growthpoint Properties International (Pty) Ltd (or its nominee)
("Growthpoint International") in exchange for Growthpoint
International's 21.58 per cent. interest in the Globalworth Poland
Real Estate N.V. ("GPRE") (the "GPRE Exchange" and, together with
the Placing, the "Proposals").
Further announcements providing details of the Proposals and
certain disclosure and confirmation requirements required under the
AIM Rules will be published in due course once the terms of the
Proposals have been agreed.
Copies of the circular containing the Notice of EGM (the
"Circular") will be posted to Shareholders. In addition to
containing the Notice of EGM, the Circular also contains an
explanation of each resolution being proposed and the
recommendation of the Board to vote in favour of each
resolution.
Expected timetable
2019
Publication of the Circular 13 March
Latest time and date for submitting
online proxy vote for the Extraordinary
General Meeting 11 a.m. on 27 March
Extraordinary General Meeting 11 a.m. on 29 March
A full copy of the Circular will be available here:
https://www.globalworth.com/investor-relations/key-corporate-documents
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
Alina Vaskina
Milbourne (Public Relations) Tel: +44 7903 802545
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 EUR2.5 billion, as
at 31 December 2018. Over 90% of the portfolio is in
income-producing assets, predominately in the office sector, and
leased to a diversified array 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. For more
information, please visit www.globalworth.com and follow us on
Facebook, Instagram and LinkedIn.
IMPORTANT NOTICE: 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.
PROPOSED ISSUE OF UP TO 55,000,000 NEW SHARES
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Introduction
On 11 March 2019, the Company announced an intention to raise up
to EUR500 million additional equity capital through the issue of
new Shares in the capital of the Company (the "New Shares") at or
around the prevailing EPRA NAV per share. The Board is now seeking
shareholder authority to issue up to 55,000,000 New Shares pursuant
to (i) a proposed placing for cash of up to 38,000,000 New Shares
(the "Placing"); and (ii) the proposed issue of up to 17,000,000
New Shares to Growthpoint Properties International (Pty) Ltd (or
its nominee) ("Growthpoint International") in exchange for
Growthpoint International's 21.58 per cent. interest in the
Globalworth Poland Real Estate N.V. ("GPRE") (the "GPRE Exchange"
and, together with the Placing, the "Proposals").
Due to considerations under the UK City Code on Takeovers and
Mergers (as further described in paragraph 4 below), the GPRE
Exchange is conditional upon the Placing and will not proceed
unless the Company has raised additional equity capital, with the
exact amount to be determined at a later date by the Board. The
Placing is not conditional upon completion of the GPRE
Exchange.
The New Shares to be issued pursuant to the Proposals represent
up to 41.51 per cent. of the Company's existing issued share
capital.
The purpose of the Circular is to set out, amongst other things,
the background to and the reasons for the Proposals. It also
explains why your Board considers that the Proposals are in the
best interests of the Company and Shareholders as a whole and,
accordingly, recommends that Shareholders vote in favour of the
Resolutions contained in the notice of the Extraordinary General
Meeting set out at the end of the Circular.
Background to the proposed Placing
Consistent with its strategy since IPO, the Group continues to
evaluate a strong pipeline of further high-quality investment
opportunities. Currently, the Group has EUR280 million of
acquisitions under exclusivity in Poland, with a blended stabilised
acquisition yield of over 7.5 per cent., and is also currently
analysing a number of other value accretive acquisitions. This
pipeline offers assets with a clear strategic fit in prime
locations alongside an attractive income profile, building not only
critical mass and providing scale benefits, but also providing
further asset management angles and value creation potential. In
addition, the Company has a very active development pipeline in
Romania, where the Company has an excellent track record of
delivering value from such projects.
The Board has determined that it is appropriate for the Company
to raise new equity by way of the proposed Placing for cash in
order to take advantage of this pipeline of attractive investment
opportunities. The proposed Placing will also assist the Company in
managing its gearing strategy to a long-term target LTV of below 40
per cent. The Company currently expects to price the New Shares to
be issued under the Placing at or around the prevailing EPRA NAV
per Share.
In order to issue new ordinary shares as part of the Placing for
cash, the Board is therefore seeking shareholder authority to issue
up to 38,000,000 New Shares.
Background to the proposed GPRE Exchange
GPRE is a real estate company listed on the Warsaw Stock
Exchange. GPRE is active in Poland with a prime focus on the office
sector. GPRE owns prime office and mixed-use high-street properties
located in the centre or on the main streets of the largest cities
in Poland. These buildings generate stable income due to high
occupancy rates and long-term contracts with prominent tenants.
GPRE's aim is to develop its property portfolio and deliver
attractive returns to shareholders both in the form of dividends
and capital appreciation through the ongoing asset management of
its existing portfolio and through further acquisitions of
properties meeting its criteria.
The Company (through a wholly-owned subsidiary) acquired the
controlling stake in GPRE in December 2017 following the successful
completion of a tender offer (in which it acquired a 67.90 per
cent. stake) and the subsequent acquisition of additional stakes in
GPRE in June and December 2018, and in January and March 2019. As
at the date of the Circular and upon completion of the acquisition
of GPRE shares announced by the Company on 11 March 2019, the
Company's shareholding in GPRE will be 77.46 per cent.
The Company now intends to acquire Growthpoint International's
holding in GPRE of 21.58 per cent., which will be satisfied by the
Company issuing up to 17,000,000 New Shares to Growthpoint
International pursuant to the proposed GPRE Exchange. The proposed
GPRE Exchange will bring the Company's aggregate holding in GPRE to
above 99 per cent. The Company may thereafter consider exercising
its statutory squeeze-out rights to acquire the remainder of the
GPRE shares for cash under the Dutch Civil Code. By doing so, the
Company can rationalise its group structure, address commercial
considerations that have emerged since the Company acquired its
controlling stake in GPRE in December 2017, reduce administration
costs, achieve operational synergies and allow the Company to
present a simpler equity story to its investors.
In order to effect the GPRE Exchange to acquire Growthpoint
International's 21.58 per cent. interest in GPRE's ordinary share
capital, the Board is seeking shareholder authority to issue up to
17,000,000 New Shares.
UK City Code on Takeovers and Mergers
The Company expects Growthpoint International to wish to
maintain its approximately 29 per cent. ownership in the Company
following completion of the Placing and the GPRE Exchange.
Accordingly, depending on the size of the Placing, the Company
expects Growthpoint International to wish to subscribe for such
number of New Shares in the Placing (if any) as would, together
with the issue of New Shares to Growthpoint International pursuant
to the GPRE Exchange, allow it to maintain such holding level.
The GPRE Exchange is conditional on the completion of the
proposed Placing, the minimum quantum of which will be determined
by the Board at a later date. Therefore, Growthpoint International
will not, at any time, together with any persons acting in concert
with it, carry 30 per cent. or more of the voting rights of the
Company and be subject to the obligation under the UK City Code on
Takeovers and Mergers to make a mandatory offer to all of the
remaining shareholders of the Company to acquire their shares.
Related Party Transaction
Further details of the Placing and the GPRE Exchange will be
notified in due course once the terms have been agreed.
Under the AIM Rules, a transaction with a related party, such as
Growthpoint International, which exceeds a specific percentage in
any of the class tests under the AIM Rules is treated as a related
party transaction and is subject to certain disclosure and
confirmation requirements. The Independent Directors have not been
advised whether the terms of the participation of Growthpoint
International in the Placing or the GPRE Exchange are fair and
reasonable insofar as the Company's shareholders are concerned.
Once the terms of the Placing and GPRE Exchange are agreed, any
disclosures required under Rule 13 of the AIM Rules will be
notified.
Action to be Taken
In order to be in a position to proceed with the issue of New
Shares pursuant to the Proposals which will be on a non-preemptive
basis, the Board is seeking shareholder approval of the Resolutions
contained in the notice set out at the end of the Circular
convening an Extraordinary General Meeting of the Company to be
held at the registered office of the Company at Ground Floor, Dorey
Court, Admiral Park, St Peter Port, Guernsey GY1 2HT, at 11 a.m. on
29 March 2019.
A paper proxy form is not enclosed with the Circular.
Shareholders who do not intend to be present at the Extraordinary
General Meeting are able to cast their proxy vote online by logging
on to www.signalshares.com and following the instructions provided
or, in the case of CREST members, by using the CREST electronic
proxy appointment service set out in notes 16 and 17 to the Notice
of Extraordinary General Meeting, in each case so as to be received
by 11 a.m. on 27 March 2019 or, in the case of adjournment, by no
later than 48 hours before the time fixed for the holding of the
adjourned meeting (excluding any day that is not a business day). A
paper copy proxy form can be requested from the registrars, further
details of which are set out in notes 7 and 8 to the Notice of
Extraordinary General Meeting. If your online proxy vote is not
received by the time mentioned above and in accordance with the
instructions provided online, it will be invalid. The submission of
your proxy vote will not prevent you from attending and voting in
person at the Extraordinary General Meeting, or any adjournments
thereof, should you wish to do so and should you be so
entitled.
Further information
Proposed Resolution 1 in the notice of the Extraordinary General
Meeting authorises the Directors to exercise all powers of the
Company to issue, grant rights to subscribe for, or to convert any
securities into, Shares up to a maximum aggregate of 55,000,000
Shares pursuant to the proposed Placing and GPRE Exchange.
Proposed Resolution 2 in the notice of the Extraordinary General
Meeting authorises the Directors to issue, grant rights to
subscribe for, or to convert any securities into, up to a maximum
aggregate of 55,000,000 Shares for the proposed Placing and GPRE
Exchange pursuant to the authority given in proposed Resolution 1
as if the pre-emption provisions of Article 5.1 of the Articles did
not apply in respect of such issue or grant.
Certain words and expressions used in this announcement have the
meaning given to them in the Definitions section below.
You are advised to read the whole of the Circular and not to
rely solely on the information contained in this announcement.
Recommendation
The Directors consider that the Resolutions to be proposed at
the Extraordinary General Meeting are fair and reasonable and in
the best interests of the Company and its Shareholders as a
whole.
Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the Resolutions as they intend to do
so in respect of their personal shareholdings, representing in
aggregate 25,703,002 Shares, representing approximately 18.95 per
cent. of the Company's issued share capital.
DEFINITIONS
In addition to the terms defined above, the following words and
expressions have the meanings set out opposite them in this section
that apply throughout this announcement, unless the context
otherwise requires:
"AIM" the market of that name operated
by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies issued
by the London Stock Exchange;
"Articles" the articles of incorporation of
the Company;
"Board" or "Directors" the board of directors of the Company
from time to time;
"Company" Globalworth Real Estate Investments
Limited;
"CREST Manual" the compendium of documents entitled
CREST Manual issued by EUI from time
to time and comprising the CREST
Reference Manual, the CREST Central
Counterparty Service Manual, the
CREST International Manual, CREST
Rules, CCSS Operations Manual and
the CREST Glossary of Terms;
"EPRA" European Public Real Estate Association;
"EPRA NAV" net asset value calculated in accordance
with EPRA's methodology as reported
by the Company;
"GPRE" Globalworth Poland Real Estate N.V.;
"GPRE Exchange" the proposed acquisition by the Company
of Growthpoint International's 21.58
per cent. interest in GPRE in exchange
for approximately 17,000,000 New
Shares to be issued by the Company
to Growthpoint International;
"Group" the Company and its subsidiaries
from time to time;
"Growthpoint International" Growthpoint Properties International
(Pty) Ltd (or its nominee);
"Independent Directors" The Directors other than Mr. Sasse,
Mr. Muchanya and Mr. Fechter, who
are each directors of Growthpoint;
"London Stock Exchange" the London Stock Exchange Group plc;
"LTV" loan-to-value ratio;
"New Shares" up to 55,000,000 new Shares to be
issued pursuant to the proposed Placing
and the GPRE Exchange;
"Placing" the proposed placing of up to approximately
38,000,000 New Shares to investors;
"Proposals" the proposed Placing and the proposed
GPRE Exchange;
"Resolutions" the resolutions to be proposed at
the Extraordinary General Meeting
and set out in the Notice of Extraordinary
General Meeting at the end of the
Circular;
"Shareholders" the holders of any shares in the
issued share capital of the Company
from time to time; and
"Shares" the ordinary shares of no par value
in the capital of the Company.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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