Secure Property Dev & Inv PLC Update on Sale of Assets to Arcona & Investor Call (3509U)
March 28 2019 - 7:15AM
UK Regulatory
TIDMSPDI
RNS Number : 3509U
Secure Property Dev & Inv PLC
28 March 2019
Secure Property Development & Investment PLC/ Index: AIM /
Epic: SPDI / Sector: Real Estate
Secure Property Development & Investment PLC ('SPDI' or 'the
Company')
Update on EUR29.25 million Sale of Assets to Arcona Property
Fund N.V. &
Shareholder Conference Call
Secure Property Development & Investment PLC, the AIM-quoted
South Eastern European focused property company, is pleased to
provide an update on the proposed sale of its property portfolio,
excluding its Greek logistics properties ('the Non-Greek
Portfolio'), in an all-share transaction ('the Transaction') to
Arcona Property Fund N.V. ('Arcona'), an Amsterdam and
Prague-listed company focused on Central European commercial
property. As announced on 18 December 2018, the Transaction values
SPDI's Non-Greek Portfolio at EUR29.25 million (based on a net
asset value of EUR13.98 per Arcona share), a 96% premium to the
entire market capitalisation of the Company based on the closing
share price of its Ordinary Shares on 27 March 2019. Work to
complete the Transaction is proceeding well, and both parties
expect the Transaction to be effected in May / June 2019.
The Transaction is subject to, among other things, asset and tax
due diligence (including third party asset valuations), which are
well advanced and to date no issues have been uncovered that would
obstruct the successful completion of the Transaction, and
regulatory approvals (including the approval of a prospectus
required in connection with the issuance and admission to listing
of the new Arcona shares) as well as successful negotiating and
signature of transaction documents. Note that the signing of the
transaction documents is also subject to the banks' lending
property loans to SPDI's properties waiving their change of control
clause restriction for implementing such transaction.
Due diligence over each party's property assets, as well as the
finalisation of the respective 2018 financial accounts of both
companies, including third party valuations of the properties,
commenced in Q1 2019 and are ongoing. Arcona is due to publish its
2018 accounts on 4 April 2019. The SPDI properties' 2018 valuations
will be published in Q2 2019. No material change is expected vis à
vis the previous year's values, with a small increase in the value
of SPDI's income producing assets and some small decrease in land
values. Final discussions are under way with those lending banks
which have provided property loans secured against SPDI's
properties so as to secure the requisite waiver of the change of
control clause.
Arcona's purchase of the Non-Greek Portfolio is to be settled
through the issuance of 2,102,804 new shares in Arcona (the
'Consideration Shares') and the transfer of existing senior debt
over the related properties totalling c.EUR30 million. The new
shares will be listed both in Euronext Amsterdam and the Prague
Stock Exchange and are expected to be distributed after completion
of the Transaction to existing shareholders of SPDI pro-rata to
their shareholding in SPDI shares. As a result of the issuance of
the Consideration Shares, the total number of Arcona shares in
issue will increase to 5,267,953. The Arcona share price has traded
between EUR7 and EUR7.38 over the last 30 days. Additionally, an
earn-out component has been proposed as part of the Transaction and
would result in warrants over a further circa 506,830 Arcona shares
being issued to SPDI shareholders. These warrants would be
exercisable at no cost if the Arcona share price reaches EUR8.60
within five years of completion of the Transaction.
The Company will be holding a conference call at 14.30 (GMT)
today for shareholders who are invited to submit questions to St
Brides Partners at shareholderenquiries@stbridespartners.co.uk,
ahead of the call. Please refer to the Company's announcement of 25
March 2019 for further details of the call. It should be noted that
no new material information will be discussed on the call that has
not already been announced prior to the call.
Lambros Anagnostopoulos, Chief Executive Officer of SPDI,
said:
"We are excited that by combining our complementary asset
portfolios in this all-share transaction, we are creating a
significant Central and East European Property company which will
benefit the shareholders of both listed entities. For our
shareholders, they will gain exposure to a dividend paying
Amsterdam and Prague-listed Property Fund which, following the
deal, will substantially increase in size and which they will
eventually have a direct interest in. We are working hard with the
Arcona team to finalise the deal with a view to receiving the newly
issued Arcona shares in May / June 2019. This is an exciting time
for SPDI and I look forward to providing further updates as soon as
practical."
For further information on Arcona, please visit
www.arconacapital.com.
* * ENDS * *
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014
For further information please visit www.secure-property.eu or
contact:
Lambros Anagnostopoulos SPDI Tel: +357 22 030783
Rory Murphy
Ritchie Balmer Strand Hanson Limited Tel: +44 (0) 20 7409 3494
Jack Botros
Jon Belliss Novum Securities Limited Tel: +44 (0) 207 399 9400
Frank Buhagiar St Brides Partners Ltd Tel: +44 (0) 20 7236 1177
Cosima Akerman
Notes to Editors
Secure Property Development and Investment plc is an AIM listed
property development and investment company focused on the South
East European markets. The Company's strategy is focused on
generating healthy investment returns principally derived from: the
operation of income generating commercial properties and capital
appreciation through investment in high yield real estate assets.
The Company is focused primarily on commercial and industrial
property in populous locations with blue chip tenants on long term
rental contracts. The Company's senior management consists of a
team of executives that possess extensive experience in managing
real estate companies both in the private and the publicly listed
sector, in various European countries.
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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