Completion of IPO and Admission on AIM and CISX
27 Maggio 2009 - 9:02AM
UK Regulatory
TIDMMAX
RNS Number : 8430S
Max Property Group PLC
27 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
Completion of IPO and Admission on AIM and CISX
Max Property Group Plc ("Max" or "the Company"), a newly-formed
Jersey-incorporated closed-ended property investment company, today announces
the successful completion of its IPO and Admission to Trading on the Alternative
Investment Market of the London Stock Exchange ("AIM") and the Daily Official
List of the Channel Islands Stock Exchange, LBG ("CISX") under the ticker "MAX".
HIGHLIGHTS OF THE OFFERING
* Successful fundraising of GBP220 million, with GBP25 million invested by the
Management Team, its partners and affiliates and GBP35 million invested by
affiliated investment funds of Och-Ziff Capital Management Group LLC
* The Company intends to use the net proceeds of the offering to exploit the
current weakness of the UK real estate market through real estate investment
The Admission Document in relation to the Company's admission to trading on AIM
and CISX was published on 21 May 2009. Copies of the Admission Document are
available, free of charge, at the offices of Clifford Chance LLP at 10 Upper
Bank Street, London E14 5JJ and at 26 New Street, St. Helier, Jersey JE2 3RA
until one month from the date of Admission. In addition, the Admission Document
is available, free of charge, from the Company's website at
www.maxpropertygroup.com.
27 May 2009
ENQUIRIES:
Prestbury InvestmentsTel: 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. The Company has an experienced Board, chaired by Aubrey Adams,
and is externally managed by Prestbury Investments, which is owned and managed
by a team
led by Nick Leslau and Mike Brown. The Management Team has a significant
alignment with
Shareholders' interests, with the Management Team, its partners and affiliates
having invested GBP25 million 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.
Prestbury Investments
The Company is 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.
Further information on Max Property Group Plc is available from the Company's
website www.maxpropertygroup.com.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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