TIDMPSDL
RNS Number : 4497O
Phoenix Spree Deutschland Limited
09 February 2016
9 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA,
OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
This announcement is an advertisement and not a prospectus for
the purposes of the Prospectus Rules and has not been, and will not
be, approved by, or filed with, the Financial Conduct Authority. It
does not constitute or form part of, and should not be construed
as, an offer to sell or issue, or a solicitation of any offer of or
invitation to buy or subscribe for, any securities, nor shall it
(or any part of it), or the fact of its distribution, form the
basis of, or be relied on in connection with, or act as an
inducement to enter into, any contract or commitment whatsoever.
Any failure to comply with these restrictions may constitute a
violation of the applicable securities laws in such jurisdictions.
This announcement does not constitute a recommendation regarding
any securities. Investors should not subscribe for or purchase any
securities referred to in this announcement except on the basis of
information in the prospectus (the "Prospectus") to be published in
due course by Phoenix Spree Deutschland Limited, and any supplement
thereto.
Phoenix Spree Deutschland Limited
(the "Company")
Proposed Firm Placing, Offer for Subscription and Placing
Programme
and
Notice of Extraordinary General Meeting
The Board of Phoenix Spree Deutschland Limited, the London
listed investment company specialising in German residential real
estate, is pleased to announce a proposed fundraising to raise
gross proceeds of up to GBP38.0 million (approximately GBP36.6
million net of expenses) through the issue of 19,642,857 New Shares
by way of a Firm Placing and the issue of up to 2,976,190 New
Shares by way of an Offer for Subscription (together the "Initial
Issue"), all at 168 pence per New Share ("Initial Issue
Price").
The Company is also proposing a Placing Programme to enable the
Company to raise capital in an efficient and cost-effective manner
over the next 12 months (together with the Initial Issue, the
"Issues").
The Initial Issue Price of 168 pence per New Share is at a
premium to the Estimated NAV per Share as at 31 December 2015 of
167 pence per Share. New Shares will only be issued under the
Placing Programme to new and existing Shareholders at a premium to
the prevailing NAV at the time of issue after taking into account
the costs of such issue and will therefore be NAV accretive for
existing Shareholders.
The Issues are conditional upon, amongst other things, certain
resolutions being passed at an extraordinary general meeting of the
Company (the "Extraordinary General Meeting") to be convened for 3
March 2016. A Notice of Extraordinary General Meeting will be sent
to Shareholders today.
A Circular and Prospectus in relation to the Issues will shortly
be available on the national storage mechanism at
www.morningstar.co.uk/uk/NSM, and will also be available on the
Company's website at www.phoenixspree.com
Highlights:
-- A total of 19,642,857 New Shares in the Company have
been conditionally placed by Liberum Capital Limited
("Liberum") at the Initial Issue Price, raising gross
proceeds of GBP33.0 million from institutional and other
investors.
-- Up to 2,976,190 New Shares are available under the Offer
for Subscription to raise gross proceeds of up to GBP5.0
million at the Initial Issue Price.
-- The Initial Issue Price represents a premium of 0.9%
to the closing mid-market price of the Company's Shares
of 166.5 pence per Share as at 8 February 2015 and a
0.6% premium to the estimated EPRA NAV per Share as at
31 December 2015.
-- The funds raised from the Initial Issue will be invested
in accordance with the Company's strategy and investment
objective and policy to grow its portfolio.
-- The proposed Placing Programme is intended to enable
the Company to raise additional capital in the period
from 7 March 2016 to 8 February 2017 as and when it identifies
properties that are suitable for acquisition in accordance
with its investment objective and policy.
-- The Company announces an Estimated NAV per Share as at
31 December 2015 of EUR2.19 (GBP1.60) per Share. The
Estimated EPRA NAV per Share as at 31 December 2015 was
EUR2.28 (GBP1.67) per Share.
-- As of 31 December 2015, the Company had borrowings of
EUR133.8 million and cash balances of EUR12.7 million,
giving net debt of EUR121.1 million.
-- The New Shares will, when issued and fully paid, include
the right to receive all dividends or other distributions
made, paid or declared, if any, by reference to a record
date after the date of their issue. Accordingly, the
New Shares issued under the Initial Issue will be entitled
to receive any dividend for the period from 1 July 2015
to 31 December 2015.
-- It is expected that the Offer for Subscription will be
open from 9 February 2016 to 1 p.m. on 26 February 2016.
Details as to how investors can apply for New Shares
pursuant to the Offer for Subscription will be set out
in Part 2 of the Prospectus.
Robert Hingley, Chairman of Phoenix Spree Deutschland,
commented:
"We are delighted to announce this fundraise. Since we listed in
June 2015 we have actively grown our portfolio as well as
reinvested in maximising the value of our existing assets. The
proceeds raised will give us greater opportunity to continue to
implement our strategy of delivering value to shareholders by
increasing exposure to the attractive German residential market.
The funds raised will be used to grow the portfolio with assets
that meet our criteria and offer significant scope for value
creation. The Placing Programme will enable us to act more quickly
and take advantage of opportunities to add to our portfolio as they
arise."
For further information please contact:
PMM Partners UK Limited (Property Advisor) +44 (0) 20 7292 7153
Mike Hilton
Matthew Northover
Paul Ruddle
Stuart Young
Liberum Capital Limited (Sponsor and Bookrunner) +44 (0) 20 3100 2222
Shane Le Prevost
Richard Crawley
Christopher Britton
Jill Li
Bell Pottinger (Financial Public Relations) +44 (0) 20 3772 2500
Nick Lambert
Victoria Geoghegan
Elizabeth Snow
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Each of the times and dates set out below is subject to change.
References to a time of day are to London time. Any changes to the
timetable will be notified by publication of a notice through an
RIS.
Publication of Prospectus 9 February 2016
Offer for Subscription opens 9 February 2016
Latest time and date for receipt 1.00 p.m. on 26 February
of Application Forms under the Offer 2016
for Subscription
Latest time and date for receipt 10.00 a.m. on 1 March 2016
of forms of proxy in respect of the
Extraordinary General Meeting
Extraordinary General Meeting 10.00 a.m. on 3 March 2016
Results of Initial Issue announced 3 March 2016
Admission and dealings in the New
Shares issued pursuant to the Initial 8.00 a.m. on 4 March 2016
Issue commence
Expected date for crediting of New 4 March 2016
Shares issued pursuant to the Initial
Issue to CREST accounts in uncertified
form
Expected date for despatch of certificates Week commencing 14 March
for the New Shares issued pursuant 2016
to the Initial Issue, where applicable
EXPECTED PLACING PROGRAMME TIMETABLE
Placing Programme opens 7 March 2016
Publication of the relevant Placing As soon as reasonably practical
Programme Price in respect of each following the closing of
Subsequent Placing each Subsequent Placing
Admission and crediting of CREST 8.00 a.m. on each day on
in respect of each Subsequent Placing which New Shares are issued
pursuant to a Subsequent
Placing
Despatch of definitive share certificates Approximately one week following
(as applicable) Admission of the relevant
New Shares
Placing Programme closes 8 February 2017
1 Introduction
The Company is a closed-ended investment company incorporated in
Jersey on 2 April 2007. On 15 June 2015, the Company's Shares were
admitted to listing on the premium segment of the Official List and
to trading on the London Stock Exchange's main market for listed
securities (the "Introduction").
The Company offers Shareholders exposure to the German real
estate market, particularly residential property in Berlin and
other secondary German cities. Since 2007, the Company has
assembled an attractive portfolio of German real estate assets
which the Directors believe offers investors the potential for both
stable income returns as well as capital growth.
(MORE TO FOLLOW) Dow Jones Newswires
February 09, 2016 02:00 ET (07:00 GMT)
The Estimated EPRA NAV per Share of the Company as at 31
December 2015 was EUR2.28 (GBP1.67)(1) and, on this basis, from
inception to 31 December 2015, the underlying EPRA NAV per Share of
the Company has increased by 54 per cent. in Euro terms and 67 per
cent. in Sterling terms after taking into account performance fees.
Between 31 December 2011 and 31 December 2015, the CAGR in EPRA NAV
per Share of the Company is estimated to be 12.4 per cent., or 15.6
per cent. before historical performance fees.
The Board and the Property Advisor believe there is the
potential to enhance returns to Shareholders through further
disciplined and accretive growth of the Company through new
property investment opportunities. The Board is therefore proposing
an Initial Issue to raise Gross Proceeds of up to approximately
GBP38.0 million to invest in accordance with the Company's strategy
and investment policy. 19,642,857 New Shares have been placed with
institutional and other investors pursuant to the Firm Placing at
the Initial Issue Price and an additional 2,976,190 New Shares are
available pursuant to the Offer for Subscription at the Initial
Issue Price. The Board is also proposing to implement a Placing
Programme to enable the Company to raise capital in an efficient
and cost-effective manner over the next 12 months.
The Initial Issue and the Placing Programme are conditional on
Shareholder approval.
[1] The Estimated NAV and Estimated EPRA NAV are estimates of
the Directors based on (a) the independent valuation of the
Portfolio by Jones Lang LaSalle as at 31
December 2015, (b) statements and information received by the
Company from its lending and depositary banks and (c) unaudited
management information of the Group. The Estimated EPRA NAV has
been calculated taking the Estimated NAV as at 31 December 2015 and
adjusting it for deferred tax, derivative financial instrument
liabilities, non-controlling interests and the dilution effect of
share options, based on guidance published by EPRA to disclose
adjusted measures of NAV and earnings per share which are designed
by EPRA to better reflect the core long-term operations of the
business. An exchange rate of 1:1.3625 as at 31 December 2015 has
been applied.
The Estimated NAV and the Estimated EPRA NAV and the information
used to prepare them have not been audited or reviewed by any
person other than the Property Advisor and the Directors. As such,
there can be no assurance that the audited NAV and/or audited EPRA
NAV as at 31 December 2015 will reflect the Estimated NAV and/or
Estimated EPRA NAV as at 31 December 2015.
2 The Issues
(i) Background to and reasons for the Issues
The Company implemented the Introduction with the strategy of
growing its German residential portfolio both organically and by
acquisition. No capital was raised at the time of the Introduction
as, at that time, the Company had approximately EUR30 million of
cash available for acquisitions, which represented equity released
from its Portfolio following a debt refinancing in the first
quarter of 2015.
Since June 2015, the Company has exchanged contracts on five
Berlin residential properties, representing an aggregate purchase
price of EUR35.8 million plus purchase costs of a further EUR3.2
million. Details of the acquisitions signed since June 2015 are
listed in the table below. To date, the acquisition of the property
in Boxhagenerstrasse / Kreutzigerstrasse has completed, whilst the
remainder of the acquisitions are expected to complete during the
first quarter of 2016.
Purchase
Property District price (EUR) Sqm Status
Boxhagenerstrasse,
Kreutzigerstrasse Friedrichshain 16,000,000 6,190 Completed
Driesenerstrasse Prenzlauer Berg 4,900,000 2,484 Notarised
Helmholzstrasse Köpenick 1,610,000 946 Notarised
Muggelheimerstrassse Köpenick 9,100,000 6,242 Notarised
Malmöerstrasse Prenzlauer Berg 4,150,000 2,355 Notarised
Total 35,760,000 18,217
The five acquisitions are expected to increase fully occupied
rent by around EUR1.6 million per annum, equivalent to a 10.4 per
cent. increase in net rental income per annum.
The aggregate consideration to be paid for the acquisitions
represents an average purchase price per square metre of EUR1,963
and a gross Fully Occupied Yield of 4.4 per cent. The Property
Advisor estimates that the average rent across the five properties
of EUR7.1 per square metre is around 27 per cent. below current
market rates according to Jones Lang LaSalle. This reversionary gap
is similar to that seen within the Company's existing Berlin
portfolio. The Property Advisor therefore believes that the
acquisitions have asset management potential which, in turn, could
lead to increase in the value of the properties.
The Company is seeking to raise additional cash through the
Initial Issue. It is intended that the Net Proceeds of the Initial
Issue will be used to fund future acquisitions of residential and
mixed use buildings, particularly in Berlin as well as in secondary
cities in Germany, and to fund development work, in accordance with
the Company's investment policy.
The Directors believe that the Berlin market is attractive for
the following reasons:
-- growing population and demand for housing;
-- limited supply of new build property means demand is not
being met;
-- residential rental property prices remain below the cost
of the construction, which results in limited incentives
for the construction of new buildings;
-- low vacancy rates support rising market rents;
-- strong reversionary story, with market rents 30 to 40
per cent. higher than average passing rents; and
-- potential to unlock value through condominium sales.
The Directors believe that there are sound strategic reasons for
raising further equity capital at this time to fund acquisitions,
as set out below:
-- increasing the size of the Portfolio should enable the
Company to achieve greater economies of scale. In particular,
the Directors believe that increasing the overall size
of the Portfolio will enable overheads and administration
costs to be spread over a larger rental base;
-- the issue of additional Shares should create a more liquid
market in the Company's Shares;
-- strategically, the Directors believe that a larger portfolio
will reduce property-specific risk and provide it with
greater strategic options for acquisitions and disposals
in the future;
-- interest rates are currently at historic lows, which creates
an opportunity to lock in long-term finance at attractive
rates. It is intended that the net yield of acquired properties
will be greater than the interest rate on loan finance,
resulting in an enhanced return on equity;
-- the Net Proceeds of the Initial Issue should provide the
Company with sufficient cash to consider larger portfolio
acquisitions as well as continuing with the acquisition
of single properties; and
-- in a competitive market for acquisitions, the requirement
to raise funds for a specific transaction may place the
Company at a significant disadvantage to its competitors
who may have funds readily available. Therefore, having
the Net Proceeds of the Initial Issue available to fund
acquisitions should mean the Company is better able to
source and complete transactions.
The Property Advisor believes that the acquisitions made since
June 2015 are representative of the range of properties which could
be acquired from the proceeds of the Initial Issue. The Property
Advisor believes that there are sufficient on and off market
opportunities in order to invest the Net Proceeds of the Initial
Issue within 12 months. However, the actual speed of investment
will depend on market conditions and there is no guarantee that the
Net Proceeds from the Initial Issue will be invested within this
timeframe.
Following completion of the Initial Issue, the Company is also
proposing to implement a Placing Programme to raise additional
funds in the period from 7 March 2016 to 8 February 2017. The
Directors believe that there will be opportunities for the Company
to acquire significant and attractive property assets and
portfolios in the future. Consequently, the Placing Programme will
significantly reduce the time required to raise equity to finance
those transactions, which is expected to place the Company in a
stronger position to acquire those assets and property portfolios
as and when it identifies them. This should, in turn, enable the
Property Advisor to act opportunistically, by making accretive
property acquisitions as they become available, whilst also
mitigating the risk of cash drag on funds raised. The Net Proceeds
of the Placing Programme will be invested in line with the
Company's stated investment policy. It is expected that
acquisitions will be financed using a combination of debt and
equity in line with the Company's gearing policy. New Shares will
only be issued under the Placing Programme to new and existing
Shareholders at a premium to the prevailing NAV at the time of
issue in order to cover the costs of such issue and would therefore
be NAV accretive for existing Shareholders.
(ii) The Initial Issue
(MORE TO FOLLOW) Dow Jones Newswires
February 09, 2016 02:00 ET (07:00 GMT)
Conditional on the Initial Issue Resolution being passed, the
Company is proposing to issue up to 22,619,047 million New Shares
at 168 pence per New Share pursuant to the Initial Issue to raise
Gross Proceeds of up to approximately GBP38.0 million. 19,642,857
New Shares have been placed with institutional and other investors
pursuant to the Firm Placing at the Initial Issue Price and an
additional 2,976,190 New Shares are available pursuant to the Offer
for Subscription at the Initial Issue Price. The Initial Issue
Price of 168 pence per New Share is at a premium to the Estimated
NAV per Share as at 31 December 2015 of 167 pence per Share.
The costs and expenses of the Initial Issue are dependent on
subscriptions received but will be approximately GBP1.4 million
should the Initial Issue raise Gross Proceeds of GBP38.0 million.
These expenses will be met out of the Gross Proceeds of the Initial
Issue.
The New Shares issued under the Initial Issue will rank pari
passu in all respects with the existing Shares including the right
to receive any dividend for the period from 1 July 2015 to 31
December 2015.
The Initial Issue is conditional, inter alia, on:
(i) the Initial Issue Resolution being passed at the EGM;
(ii) the Sponsor and Placing Agreement becoming wholly unconditional
(save as to Initial Admission) and not having been terminated
in accordance with its terms prior to Initial Admission;
and
(iii) Initial Admission occurring by 8.00 a.m. on 4 March 2016
(or such later date as the Company and Liberum may agree
in writing, being not later than 8.00 a.m. on 31 March
2016).
The Directors intend to apply the Net Proceeds of the Initial
Issue in accordance with the Company's investment objective and
policy. The Initial Issue is not being underwritten.
Further details of the Initial Issue and as to how Shareholders
can apply for New Shares will be set out in Part 2 of the
Prospectus.
(iii) The Placing Programme
Following the Initial Issue, the Directors intend to implement
the Placing Programme, which is being established to fund future
acquisitions that support the Company's investment objective and
acquisition criteria in the period from 7 March 2016 to 8 February
2017, subject to the availability of suitable investment
opportunities.
The maximum number of New Shares available under the Issues is
120 million. Conditional on the Placing Programme Resolution being
passed, the Directors will be authorised to issue up to 60 million
New Shares pursuant to the Placing Programme, less any New Shares
issued pursuant to the Initial Issue, without having to first offer
those New Shares to existing Shareholders. In the event that the
Directors wish to issue further New Shares otherwise than on a
non-pre-emptive basis pursuant to the Placing Programme, the
Directors will seek to renew this authority at the relevant time.
The New Shares issued under the Placing Programme will rank pari
passu in all respects with the existing Shares, (save for any
dividends or other distributions declared, made or paid on the
Shares by reference to a record date prior to the allotment of the
relevant New Shares).
Each Subsequent Placing pursuant to the Placing Programme is
conditional, inter alia, on the following:
(i) the Placing Programme Resolution having been passed
at the EGM and/or the Company otherwise having sufficient
Shareholder authorities in place;
(ii) the Company having a placing agreement or other arrangement
in place at the time of such issue;
(iii) the relevant Placing Programme Price applicable to
such Subsequent Placing having been determined by
the Directors as described below;
(iv) Admission of the New Shares issued pursuant to the
relevant Subsequent Placing; and
(v) a valid supplementary prospectus being published
by the Company if such is required by the Prospectus
Rules and/or the Authorised Closed-Ended Investment
Schemes Rules 2008.
In circumstances where these conditions are not fully met, the
relevant issue of New Shares pursuant to the Placing Programme will
not take place.
The relevant Placing Programme Price will be determined by the
Company and Liberum and will be at a premium to the prevailing NAV
per Share so as to cover the costs and expenses of each issue under
the Placing Programme and to thereby avoid any dilution of the Net
Asset Value of the existing Shares. In determining the relevant
Placing Programme Price, the Directors will also take into
consideration, inter alia, the prevailing market conditions at that
time. The relevant Placing Programme Price will be announced
through an RIS as soon as is practicable in conjunction with each
Subsequent Placing.
New Shares may be issued pursuant to the Placing Programme from
8.00 a.m. on 7 March 2016 until 8.00 a.m. on 8 February 2017. The
issue of New Shares pursuant to the Placing Programme is at the
discretion of the Directors and there is no guarantee that any New
Shares will be issued pursuant to the Placing Programme.
The Directors intend to apply the Net Proceeds of the Placing
Programme in making investments in accordance with the Company's
investment objective and policy. The Placing Programme is not being
underwritten.
Further details of the Placing programme will be set out in Part
2 of the Prospectus.
3 Admission and dealing arrangements
Application will be made to the UK Listing Authority and the
London Stock Exchange for all of the New Shares to be issued
pursuant to the Initial Issue and the Placing Programme to be
admitted to the premium segment of the Official List and to trading
on the London Stock Exchange's main market for listed securities.
It is expected that Initial Admission of the New Shares to be
issued under the Initial Issue will become effective and that
dealings for normal settlement in such New Shares will commence on
4 March 2016 and any Subsequent Admission of New Shares to be
issued under the Placing Programme will become effective and that
dealings for normal settlement in such New Shares will commence on
a number of dates during the period from 7 March 2016 to 8 February
2017.
The New Shares will be issued in registered form and may be held
in uncertificated form. The New Shares allocated will be issued
through the CREST system unless otherwise stated. The New Shares
will be eligible for settlement through CREST with effect from
their Admission.
The Company will arrange for CREST to be instructed to credit
the appropriate CREST accounts of the investors concerned or their
nominees with their respective entitlements to the New Shares. The
names of investors or their nominees that invest through their
CREST accounts will be entered directly on to the share register of
the Company.
Dealings in the New Shares in advance of the crediting of the
relevant stock account shall be at the risk of the person
concerned.
4 Extraordinary General Meeting
The Company has convened the Extraordinary General Meeting for
10.00 a.m. on 3 March 2016. The Resolutions that will be put to
Shareholders at the Extraordinary General Meeting are to:
-- disapply pre-emption rights otherwise applicable to the
allotment of up to 22,619,047 million Shares for the purposes
of the Initial Issue such that New Shares do not first
have to be offered to Shareholders in proportion to their
holdings of Shares (the "Initial Issue Resolution"); and
-- disapply pre-emption rights otherwise applicable to the
allotment of up to 60 million Shares (less the number
of Shares issued pursuant to the authority granted by
the Initial Issue Resolution above) for the purposes of
the Placing Programme such that such New Shares do not
first have to be offered to Shareholders in proportion
to their holdings of Shares (the "Placing Programme Resolution"),
(together, the "Resolutions").
If approved, the authority granted by the Resolutions will
represent, in aggregate, a disapplication of pre-emption rights in
respect of approximately 86 per cent. of the Company's issued share
capital as at the date of this announcement and will expire at the
Company's annual general meeting in 2017. Whilst Shareholders'
voting rights will be diluted, the Directors believe that this
consideration is outweighed by the flexibility that a larger
authority provides. The Directors intend to use this authority when
they consider that it is in the best interests of the Company and
of its Shareholders as a whole to do so and when the Property
Advisor has identified suitable properties for acquisition. In the
event that the Directors wish to issue further New Shares otherwise
than on a non-pre-emptive basis pursuant to the Placing Programme,
the Directors will seek to renew this authority at the relevant
time.
The Resolutions will be proposed as special resolutions. A
special resolution requires a majority of at least 75 per cent. of
those members entitled to vote and be present in person or by proxy
to vote in favour, in order for it to be passed. In the event that
the Initial Issue Resolution is not passed, the Initial Issue will
not proceed. In the event that the Placing Programme Resolution is
not passed, the Placing Programme will not proceed. The Resolutions
are not inter-conditional.
(MORE TO FOLLOW) Dow Jones Newswires
February 09, 2016 02:00 ET (07:00 GMT)
All Shareholders are entitled to attend and vote at the
Extraordinary General Meeting. In accordance with the Articles, all
Shareholders entitled to vote and be present in person or by proxy
at the Extraordinary General Meeting shall, upon a show of hands,
have one vote and shall, upon a poll, have one vote in respect of
each Share held. In order to ensure that a quorum is present at the
Extraordinary General Meeting, it is necessary for two or more
Shareholders to be present in person or by proxy but so that not
less than two individuals shall constitute a quorum.
5 Recommendation
The Board considers that the Proposals are in the best interests
of the Company and its Shareholders as a whole. Accordingly the
Board unanimously recommends that Shareholders vote in favour of
the Resolutions to be proposed at the Extraordinary General
Meeting. The Directors intend to vote in favour of the Resolutions
in respect of their holdings of Shares amounting to 1,123,213
Shares in aggregate (representing approximately 1.6 per cent. of
the issued share capital of the Company as at the date of this
announcement).
DEFINITIONS
In this announcement the words and expressions listed below have
the meanings set out opposite them, except where the context
otherwise requires:
Admission the admission of the New Shares to
the premium segment of the Official
List of the UK Listing Authority and
to trading on the London Stock Exchange's
Main Market for listed securities becoming
effective
Articles the articles of association of the
Company, as amended from time to time
Board the board of Directors
CAGR compound annual growth rate
Capita Asset Services a trading name of Capita Registrars
Limited
Circular means the circular to be published
by the Company on the date of this
announcement in relation to the Extraordinary
General Meeting
Company Phoenix Spree Deutschland Limited
CREST the system for paperless settlement
of trades in listed securities, of
which Euroclear is the operator
Directors the directors of the Company
EPRA European Public Real Estate Association
EPRA NAV net asset value calculated in accordance
with the Best Practice Recommendations
published by EPRA in January 2014
Estimated EPRA NAV the estimated EPRA NAV calculated as
set out in paragraph 1 of Part 1 of
this announcement
Estimated EPRA NAV per the Estimated EPRA NAV divided by the
Share number of Shares in issue (excluding
treasury shares, if any) on the date
of calculation
Estimated NAV the estimated NAV calculated as set
out in paragraph 1 of this announcement
Estimated NAV per Share the Estimated NAV divided by the number
of Shares in issue (excluding treasury
shares, if any) on the date of calculation
Euroclear Euroclear UK & Ireland Limited, being
the operator of CREST
Extraordinary General the extraordinary general meeting of
Meeting or EGM the Company to consider and, if thought
fit, approve the Resolutions, which
will be convened for 10.00 a.m. on
3 March 2016 or any adjournment thereof
FCA the Financial Conduct Authority acting
in its capacity as the competent authority
for the purposes of Part IV of FSMA,
or any successor authority
Firm Placing the conditional placing of New Shares
by Liberum as more fully described
in Part 2 of the Prospectus
Form of Proxy the form of proxy for use by Shareholders
in connection with the Extraordinary
General Meeting
FSMA the UK Financial Services and Markets
Act 2000, as amended
Fully Occupied Yield actual net contracted rental income
plus rental income from vacant units
let at market rents
Gross Proceeds the aggregate value of the New Shares
to be issued pursuant to the Initial
Issue taken at the Initial Issue Price
Group the Company and its Subsidiaries
Initial Admission Admission of the New Shares issued
under the Initial Issue
Initial Issue the Firm Placing and the Offer for
Subscription
Initial Issue Price 168 pence per New Share
Initial Issue Resolution has the meaning set out in paragraph
4 of this announcement
Initial Issue Shares the New Shares to be issued pursuant
to the Initial Issue
Introduction the introduction of the Shares to listing
on the premium segment of the Official
List of the UK Listing Authority and
to trading on the London Stock Exchange's
Main Market for listed securities on
15 June 2015
Issues the issues of up to 120 million new
Shares, by way of the Initial Issue
and the Placing Programme, as described
more fully in the Prospectus
Latest Practicable Date close of business on 5 February 2016,
being the latest practicable date prior
to the date of this announcement for
ascertaining certain information contained
herein
Liberum Liberum Capital Limited
Listing Rules the rules and regulations made by the
FCA under Part VI of FSMA
London Stock Exchange London Stock Exchange plc
or LSE
Net Asset Value or NAV the value of the assets of the Company
less its liabilities determined in
accordance with the accounting policies
adopted by the Company from time to
time
Net Asset Value per Share the Net Asset Value attributable to
or NAV per Share the Shares divided by the number of
Shares in issue (other than Shares
held in treasury if any) at the date
of calculation
Net Proceeds the aggregate value of the New Shares
to be issued or sold pursuant to the
Issues taken at the Initial Issue Price
or their Placing Programme Price (as
applicable) less any costs and expenses
in relation to the Issues
New Shares new Shares issued by the Company pursuant
to the Issues
Notice of Extraordinary the notice of the Extraordinary General
General Meeting Meeting
Offer for Subscription the offer for subscription to the public
or Offer in the UK, Jersey and Guernsey to subscribe
for New Shares at the Initial Issue
Price on the terms and conditions set
out in Part 8 of the Prospectus
Official List the Official List of the FCA
Placing Programme the proposed conditional programme
of placings of New Shares by Liberum
as described more fully in Part 2 of
the Prospectus
Placing Programme Price the price at which New Shares will
be issued under the Placing Programme
Placing Programme Resolution has the meaning set out in paragraph
4 of this announcement
Portfolio the properties held by the Group
Property Advisor PMM Partners (UK) Limited
Proposals the proposals described in this announcement
Prospectus the prospectus of the Company in respect
of the Issues and each Admission dated
9 February 2016
(MORE TO FOLLOW) Dow Jones Newswires
February 09, 2016 02:00 ET (07:00 GMT)
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