Pricing of 200 million offering
21 Maggio 2009 - 8:01AM
UK Regulatory
TIDMMAX
RNS Number : 6260S
Max Property Group PLC
21 May 2009
Not for distribution, directly or indirectly, in or into the United States,
Canada, Australia or Japan or to US persons.
This announcement is not an admission document. This document does not
constitute or form part of, and should not be construed as, any offer or
invitation to sell or issue, or any solicitation of any offer to purchase or
subscribe for, any shares in the Company or securities in any other entity nor
shall it or any part of it nor the fact of its distribution form the basis of,
or be relied on in connection with, any contract or investment decision in
relation thereto. This document does not constitute a recommendation regarding
any securities.
Any investment decision must be made exclusively on the basis of the admission
document prepared by the Company and any supplement thereto (the "Admission
Document"). Any defined terms used in this announcement shall have the same
meaning as defined in the Admission Document, unless defined herein. Copies of
the Admission Document are available from the Company's registered office.
Max Property Group Plc
Pricing of GBP200 million offering
Offer price of 100 pence per Share
Max Property Group Plc ("Max" or "the Company"), a newly-formed
Jersey-incorporated closed-ended property investment company, today announces
that a price of 100 pence per Share ("Offer Price") has been set for its
proposed offer and subscription of ordinary shares ("Shares") and admission to
the Alternative Investment Market of the London Stock Exchange ("AIM") and the
Daily Official List of the Channel Islands Stock Exchange, LBG ("CISX").
Morgan Stanley & Co International plc ("Morgan Stanley") is acting as
Bookrunner, Lead Manager and Nominated Adviser and Morgan Stanley Securities
Limited ("MSSL") is acting as Joint Broker to Max. Oriel Securities Limited
("Oriel Securities") is acting as Co-Lead Manager and Joint Broker to Max.
DETAILS OF THE OFFERING AND ADMISSION
* The Company will raise gross proceeds of GBP200 million (before exercise of the
Over-allotment Arrangement relating to up to 20 million Shares), subject to
Admission to AIM and the CISX
* The offering comprises 200,000,000 new Shares (before exercise of the
Over-allotment Arrangement)
* At the Offer Price, the market capitalisation for Max after the offering will
be GBP200 million (before exercise of the Over-allotment Arrangement)
* Gross proceeds include GBP25 million cash committed by the Management Team, its
partners and affiliates and GBP35 million committed by affiliated investment
funds of Och-Ziff Capital Management Group LLC
* In connection with the offering, the Company has granted Morgan Stanley or any
of its agents, as stabilisation manager, the right to over-allot up to an
additional 20 million Shares at the Offer Price. The Over-allotment Arrangement
will be exercisable for a period up to 30 days from the commencement of
conditional dealings
* The Shares are expected to be admitted to trading on AIM and CISX under the
symbol "MAX" on 27 May 2009 at 8.00 am
* Conditional dealings on AIM in Max Shares are expected to begin on 21 May 2009
at 8.00 am and unconditional dealings on AIM and CISX are expected to commence
on 27 May 2009 at 8.00 am
Aubrey Adams, proposed Chairman of Max Property Group Plc, commented:
"We are delighted by the level of interest in Max Property Group Plc and the
support that we have received from institutional investors. The Board believes
that difficult conditions in the UK property market present a compelling
investment opportunity for those with in-depth sector experience. The proceeds
from the offering should give us sufficient funds to take advantage of this
opportunity for the benefit of shareholders."
21 May 2009
ENQUIRIES:
Prestbury Investments Tel: 020 7647 7647
Nick Leslau
Sandy Gumm
Morgan Stanley (Nominated Adviser)Tel: 020 7425 8000
Jonathan Lane
Nick White
Mark Brooker
Oriel Securities Tel: 020 7710 7600
Joe Winkley
Sapna Shah
College Hill Tel: 020 7457 2020
Alex Sandberg
Gareth David
NOTES TO EDITORS
Investment Proposition
Max Property Group Plc is a newly formed Jersey incorporated closed-ended real
estate investment
company. On Admission, the Company will have an experienced Board, chaired by
Aubrey Adams,
and will be externally managed by Prestbury Investments, which is owned and
managed by a team
led by Nick Leslau and Mike Brown. The Management Team will have a significant
alignment with
Shareholders' interests, with GBP25 million being invested by the Management
Team, its partners and affiliates in the Company at the Offer Price and
potential participation of up to GBP55 million in co-investment transactions.
The Management Team, comprising Nick Leslau, Mike Brown, Sandy Gumm and Tim
Evans, has a
long and successful track record of creating value for shareholders throughout
the economic cycle by investing in and managing properties in a wide range of
real estate asset classes in the UK. Prestbury Investments is the partnership
through which the Management Team operates, and it and its associates will
provide deal flow throughout the expected five-year Investment Period
exclusively to the Company, with only limited exceptions (relating primarily to
the existing portfolio being managed by Prestbury Investments).
The Company's strategy is to exploit the current cyclical weakness in the UK
real estate market
through opportunistic investment and active management with a view to realising
cash returns for
Shareholders over an investment cycle of approximately seven and a half years.
The Company will invest in assets over a five-year period. After the end of
those five years, it will not seek new acquisitions and it will manage and
realise its assets with a view to making a Final Return to Shareholders over an
investment cycle which, depending on prevailing market conditions, is
anticipated to be seven and a half years from Admission. The Company has not
commenced operations prior to Admission and on Admission, save for the proceeds
of the Offer and the Subscription, the Company will not have any assets.
Prestbury Investments
The Company will be advised by Prestbury Investments, which is 50% owned by Nick
Leslau and 25% by Mike Brown and operated by Nick Leslau, Mike Brown, Sandy Gumm
and Tim Evans, a team of property and finance professionals who between them
have extensive experience in the UK real estate market over more than 25 years
(with over 65 years of combined experience in real estate), and with a track
record of having successfully created value for shareholders through previous
economic cycles, including significant market out-performance during the
recession of the early 1990's. Nick Leslau, Mike Brown and Sandy Gumm all have
relevant experience as directors of UK listed companies. The Management Team
believes that strong corporate governance and transparency in reporting are
fundamental to running their businesses and have in the past implemented this
approach for both listed and private companies.
Investment Strategy
The intention of the Directors is to create significant value for Shareholders,
principally through the following:
* exploiting the current weakness of the UK real estate sector;
* targeting properties which meet specific investment criteria: properties that
are well located for their
use; that have scope for medium term value enhancement through active
asset management; and where
downside is protected either through long term, secure rental flows
or through underlying capital values
either in existing or alternative uses;
* using borrowings with a view to enhancing equity returns; and
* enhancing rental and capital growth through active asset management,
and then returning value to Shareholders over the investment cycle.
The Group's proposed focus will be on UK real estate assets and the intention is
to seek out investments wherever and in whatever asset class the Directors
consider the best opportunities lie without specific restrictions.
Important Notices
This document is not an offer of securities for sale in the United States. The
securities discussed herein have not been and will not be registered under the
US Securities Act of 1933, as amended (the "US Securities Act") and may not be
offered or sold in the United States absent registration or an exemption from
registration under the US Securities Act. No public offering of the securities
discussed herein is being made in the United States and the information
contained herein does not constitute an offering of securities for sale in the
United States, Canada, Australia or Japan. This document is not for distribution
directly or indirectly in or into the United States, Canada, Australia or Japan
or to US persons (as defined in Regulation S under the US Securities Act).
The Company has not and will not be registered under the US Investment Company
Act of 1940, as amended (the "US Investment Company Act") and investors will not
be entitled to the benefits of the US Investment Company Act. Accordingly,
securities may not be offered or sold in the United States or to, or for the
account or benefit of, US persons, absent registration under the US Securities
Act or an exemption therefrom and under circumstances which will not require the
Company to register under the US Investment Company Act."
This document and its contents may not be reproduced, redistributed or passed
on, directly or indirectly, to any other person or published, in whole or in
part, for any purpose and in particular to any person or persons in any
jurisdiction to whom it is unlawful to make such offer or solicitation. This
document and its contents is directed only at persons in member states of the
European Economic Area ("EEA") who are "qualified investors" within the meaning
of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC)
("qualified investors").
In the United Kingdom, this announcement is addressed only to, and is directed
only at, (i) persons who have professional experience in matters relating to
investments who fall within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") and high net worth
entities falling within Article 49(2)(a) to (d) of the Order, and (ii) persons
to whom it may otherwise lawfully be communicated (all such persons together
being referred to as "relevant persons"). This announcement must not be acted on
or relied on by persons who are not relevant persons. Any investment or
investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons.
The offer and the distribution of this announcement and other information in
connection with the offer in certain jurisdictions may be restricted by law and
persons into whose possession any document or other information referred to
herein comes should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This announcement includes information, statements, beliefs and opinions which
are forward-looking, and which reflect current estimates, expectations and
projections about future events. The information and opinions expressed in this
document are provided as of the date of this document. Statements containing the
words "believe," "expect," "intend," "should," "seek," "anticipate," "will,"
"positioned," "project," "risk," "plan," "may," "estimate" or, in each case,
their negative and words of similar meaning are forward-looking statements. By
their nature, forward-looking statements involve a number of risks,
uncertainties and assumptions that could cause actual results or events to
differ materially from those expressed or implied by the forward-looking
statements. These risks, uncertainties and assumptions could adversely affect
the outcome and financial effects of the plans and events described herein. In
addition, even if the outcome and financial effects of the plans and events
described herein are consistent with the forward-looking statements contained in
this announcement, those results or developments may not be indicative of
results or developments in subsequent periods.
Historical statements contained in this document regarding past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. Prospective investors should not place
undue reliance on either forward-looking or historical statements, which are
based on the information available as of the date of this document. In this
regard, certain financial information contained herein has been extracted from,
or based upon, information available in the public domain and/or provided by the
Company and/or Prestbury Investments. The Company does not undertake any
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. No statement in this
document is intended to be nor may it be construed to be a profit forecast.
Persons receiving this document should note that Morgan Stanley, MSSL and Oriel
are acting for the Company in connection with the offer and no one else and will
not be responsible to anyone other than the Company for providing the
protections afforded to the respective clients of Morgan Stanley, MSSL and Oriel
or for providing advice in relation to the offer or any transaction or
arrangement referred to in this document.
In connection with the offer, MSSL, or any of its agents, may (but will be under
no obligation to), to the extent permitted by law, over allot or effect other
transactions intended to enable it to satisfy any over allotments or which
stabilise, maintain or otherwise affect the market price of the Shares or any
options, warrants or rights with respect to, or interests in, the Shares or
other securities in the Company, in each case at levels which might not
otherwise prevail in the open market. MSSL is not required to enter into such
transactions and such transactions may be effected on any stock market, over the
counter market or otherwise. Such transactions if commenced may be discontinued
at any time and may only be entered into between the commencement of conditional
trading of the Shares and 30 days thereafter. There will be no obligation on
MSSL or any of its agents to effect stabilising transactions and no assurance is
given that stabilising transactions will be undertaken. In no event will
measures be taken to stabilise the market price of the shares above the offer
price. Save as required by any legal or regulatory obligation, neither Morgan
Stanley or MSSL nor any of its agents intends to disclose the extent of any over
allocations under the offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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