The RESET plan is the only credible response to address URW’s
challenges and protect the long-term interest of all shareholders
NOT FOR PUBLICATION, DISTRIBUTION OR
RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE SUBJECT TO LEGAL
RESTRICTIONS
THIS PRESS RELEASE IS FOR INFORMATION PURPOSES
ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OF URW IN ANY JURISDICTION
Paris, Amsterdam, October 19, 2020
Press release
The RESET plan is the only credible
response to address URW’s challenges and protect the long-term
interest of all shareholders
URW’s Supervisory Board convened today and
reiterated its unanimous support and commitment to the RESET plan
presented on September 16, 2020, as the only credible response to
secure its future over the long-term, in an environment where the
retail world is facing unprecedented challenges with the COVID-19
crisis. To protect URW and its shareholders and preserve value, the
Supervisory Board unanimously recommends all shareholders to vote
in favour of the RESET plan and against the resolutions proposed by
the activists.
Colin Dyer, Chairman of the Supervisory
Board, declared: “Given these difficult times, the RESET
plan is crucial to de-risking and securing the future continued
stability of the business and position for long-term value
creation. The activists' proposal involves high risk for the
company and its shareholders. Their plan is based exclusively on
large and uncertain disposals, with an undetermined time horizon
and at uncertain prices. They do not take into account the
immediate need to strengthen our balance sheet. We are fully aware
of the efforts we are asking of our shareholders, but our RESET
Plan is realistic and concrete. It offers an immediate solution to
strengthen the Group's balance sheet in a volatile and uncertain
environment, while preserving the Group's flexibility for the
future.” The activists’ plan exposes URW and its
shareholders to significant risk
The Supervisory Board considers that the
activists’ proposal fails to address URW’s immediate capital
structure strengthening needs and exposes URW and its shareholders
to significant risk.
Betting the future of the Group mainly on a
hypothetical disposal of the US business in 2-3 years, as the only
alternative to the capital increase, is likely to put the company’s
future at material risk. Moreover, exposing the Group to potential
multiple notch rating downgrades and proposing to consume liquidity
pending the sale of the US assets would risk leaving URW in
negative territory and may force asset sales or a larger capital
raise with less favorable terms in the future. RESET is the
right plan for URW shareholders
URW’s RESET plan results from an in-depth
analysis of all options, and the associated risks, carried out by
the entire Senior Management Team and Supervisory Board since April
2020. It is based on several simultaneous and complementary levers
and offers an immediate solution to:
- Strengthen the Group's capital structure,
through a prudent and right-sized €3.5 Bn capital raise, part of a
wider €9.0+ Bn deleveraging plan (including an acceleration of
asset disposals of €4.0 Bn by the end of 2021, €1.0 Bn of savings
by limiting cash dividends over two years, and the reduction of
capital expenditure by €800 Mn). This capital raise is the only
option which immediately reinforces the Group's balance sheet and
gives the opportunity to each shareholder to participate in the new
phase of URW’s evolution.
- Secure the Group’s necessary access to credit
markets with protection of a strong investment grade
rating, ensuring maintenance of adequate liquidity buffer.
Considering URW’s significant balance sheet, securing unquestioned
access to credit markets and safeguarding the Group’s lenders’
confidence is critical for its shareholders.
- Positions URW’s strategy for the future, by
maintaining a disciplined, pragmatic and nimble approach towards
asset rotation, adapting the portfolio to a fast-changing
international retail environment and leveraging the Group’s
platform to grow revenue opportunities.
- In the US, URW has been working for the last few months on the
review of all strategic options and will continue to do so. Betting
on an improvement of the context and market conditions cannot be a
credible alternative to the capital raise and to the broader RESET
plan.
- In Europe, the Group’s asset disposal strategy is clear and
already very ambitious. The management has demonstrated its ability
to execute this strategy, at the right time and by maximizing
shareholder value. Already €5.3 Bn of assets have been sold in two
years, including most recently the SHiFT office building for €620
Mn, at a premium to the June 2020 book value. More disposals are
underway.
More information about URW’s detailed
answer can be found here: reset.urw.com
Disclaimers
This press release and the information contained
herein do not constitute an offer to sell or purchase, or the
solicitation of an offer to sell or purchase, securities of URW in
any jurisdiction.No communication or information relating to the
contemplated capital raise may be distributed to the public in any
jurisdiction (other than France and the Netherlands) in which
registration or approval is required. No action has been (or will
be) undertaken in any jurisdiction outside of France and the
Netherlands where such steps would be required. The subscription
for or purchase of securities of URW may be subject to legal or
statutory restrictions in certain jurisdictions. URW assumes no
responsibility for any violation of such restrictions by any
person. The distribution of this press release in certain
jurisdictions may be restricted by law. This press release is not a
prospectus within the meaning of Regulation (EU) 2017/1129
(the “Prospectus Regulation”). Any purchase of securities in
the capital increase should be made solely on the basis of the
information contained in the prospectus to be issued by URW in
connection with the capital increase.The capital increase will be
open to the public in France and the Netherlands only, and in
Australia for CDI holders. With respect to each member State of the
European Economic Area, other than France and the Netherlands, and
to the United Kingdom (the "Relevant States" and each, a “Relevant
State”), no action has been undertaken or will be undertaken to
make an offer to the public of securities requiring a publication
of a prospectus in any Relevant State. As a result, the securities
of URW may only be offered in the Relevant States to persons who
are “qualified investors” within the meaning of Article 2(e) of the
Prospectus Regulation. For the purposes of this paragraph,
"securities offered to the public" in a given Relevant State means
any communication, in any form and by any means, of sufficient
information about the terms and conditions of the offer and the
securities so as to enable an investor to make a decision to buy or
subscribe for the securities. The above selling restrictions are in
addition to any other selling restrictions which may be applicable
in the Relevant States.This press release is addressed and directed
only (i) to persons located outside the United Kingdom, (ii) to
investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”), (iii) to high net worth companies,
and other persons to whom it may lawfully be communicated, falling
within by Article 49(2) (a) to (d) of the Order (the persons
mentioned in paragraphs (i), (ii) and (iii) all deemed relevant
persons (the “Relevant Persons”)). The capital raise will only be
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such rights may be addressed and/or
concluded only with Relevant Persons. All persons other than
Relevant Persons must abstain from using or relying on this
document and all information contained therein.This press release
is not a prospectus which has been approved by the Financial
Conduct Authority or any other United Kingdom regulatory authority
for the purposes of Section 85 of the Financial Services and
Markets Act 2000.This press release does not constitute an offer or
invitation to sell or purchase, or a solicitation of any offer to
purchase or subscribe for, any securities of URW in the United
States of America. The securities of URW may not be offered,
subscribed or sold in the United States of America absent
registration under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or an applicable exemption from, or in a
transaction not subject to, the registration requirements thereof.
The securities of URW have not been and will not be registered
under the U.S. Securities Act, and URW does not intend to conduct a
public offering of its securities in the United States of
America.The distribution of this press release in certain countries
may be prohibited under applicable law. This press release may not
be published, transmitted or distributed, directly or indirectly,
and does not constitute an offer of securities, in the United
States (including in the territories and dependencies and in any
State of the United States) or in Japan.
For further information, please contact:
Investor Relations Samuel
Warwood Maarten Otte +33 1 76 77 58
02 Maarten.otte@urw.com
Media Relations Tiphaine Bannelier-Sudérie
+33 1 76 77 57 94Tiphaine.bannelier-suderie@urw.com
About Unibail-Rodamco-Westfield
About Unibail-Rodamco-Westfield
Unibail-Rodamco-Westfield is the premier global developer and
operator of Flagship Destinations, with a portfolio valued at €60.4
Bn as at June 30, 2020, of which 86% in retail, 7% in offices, 5%
in convention & exhibition venues and 2% in services.
Currently, the Group owns and operates 89 shopping centres,
including 55 Flagships in the most dynamic cities in Europe and the
United States. Its centres welcome 1.2 billion visits per year.
Present on two continents and in 12 countries,
Unibail-Rodamco-Westfield provides a unique platform for retailers
and brand events and offers an exceptional and constantly renewed
experience for customers. With the support of its 3,400
professionals and an unparalleled track-record and know-how,
Unibail-Rodamco-Westfield is ideally positioned to generate
superior value and develop world-class
projects.Unibail-Rodamco-Westfield distinguishes itself by its
Better Places 2030 agenda, that sets its ambition to create better
places that respect the highest environmental standards and
contribute to better cities.Unibail-Rodamco-Westfield stapled
shares are listed on Euronext Amsterdam and Euronext Paris
(Euronext ticker: URW), with a secondary listing in Australia
through Chess Depositary Interests. The Group benefits from an A-
rating from Standard & Poor’s and from an Baa1 rating from
Moody’s.
For more information, please visit www.urw.com
Visit our Media Library at https://mediacentre.urw.com Follow the
Group updates on Twitter @urw_group, Linkedin
@Unibail-Rodamco-Westfield and Instagram @urw_group
- The RESET plan is the only credible response to address URW’s
challenges and protect the long-term interest of all
shareholders
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