Grand City Properties S.A. announces capital increase
09.09.2015
Grand City Properties S.A. / Key word(s): Capital Increase/Real Estate
09.09.2015 17:38
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The issuer / publisher is solely responsible for the content of this announcement.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF APPLICABLE LAWS OR REGULATIONS
GRAND CITY PROPERTIES S.A. ANNOUNCES CAPITAL INCREASE
Luxembourg, September 9, 2015 - The Board of Directors of Grand City
Properties S.A. (the "Company") resolved today to increase the Company's
total share capital from EUR 12,649,326.10 by up to EUR 950,000 to up to
EUR 13,599,326.10 through an issue of up to 9,500,000 new ordinary shares
(the "New Shares") with a par value of EUR 0.10 each, against cash
contributions, by exercising the authorized capital of the Company which
will increase the current share amount of 126,493,261 (the "Existing
Shares") to up to 135,993,261. The New Shares bearing dividend entitlement
pari passu with the Existing Shares. The issue price for the New Shares
will be determined on the basis of the outcome of an accelerated
bookbuilding process. Subscription rights of existing shareholders were
excluded. Joh. Berenberg, Gossler & Co. KG ("Berenberg") will offer the New
Shares to institutional investors by means of a private placement outside
the United States in reliance on Regulation S under the U.S. Securities Act
of 1933, as amended, (the "Securities Act") and in the United States only
to persons reasonably believed to be qualified institutional buyers
("QIBS") within the meaning of and in reliance on Rule 144A under the
Securities Act in compliance with any applicable securities laws. The
Existing Shares and the New Shares have not been and will not be registered
under the Securities Act. The Board of Directors will specify the number of
shares to be placed by separate resolution.
The Company intends to use the net proceeds from the capital increase to
fund the Company's growth strategy.
About the Company
Grand City Properties is a specialist real estate company focused on
investing in and managing turnaround opportunities in the real estate
property market in Germany, primarily in densely populated areas. The
Company's strategy is to improve its properties through targeted
modernization and intensive tenant management, and then create value by
subsequently raising occupancy and rental levels. For the 6 months ending
30 June 2015, the Company reported an Adjusted EBITDA of EUR74.6 million
(YOY increase of 51%) and a net profit of EUR195.3 million (YOY increase of
60%). Total equity as of 30 June 2015 amounts to EUR1,644 million. As of
July 2015 the Company holds 66 thousand units. The Company's rental and
operating income annualized run rate as of July 2015 (July*12) amounts to
EUR355 million. FFO I run rate for July 2015 annualized (July*12) is EUR
130 million.
The Company is rated Investment Grade by S&P and Moody's (BBB, Baa2).
Further information: www.grandcityproperties.com
Grand City Properties (ISIN: LU0775917882) is a public limited liability
company (socid C anonyme) incorporated under the laws of the Grand Duchy of
Luxembourg, having its registered office at 24, Avenue Victor Hugo, L 1750
Luxembourg and being registered with the Luxembourg trade and companies
register (Registre de Commerce et des SociComm Luxembourg) under number B
165560. Since May 2012, Grand City Properties is listed on the Frankfurt
Stock Exchange.
Contact:
Grand City Properties S.A.
24, Avenue Victor Hugo
L 1750 Luxemburg
T: +352 28 77 87 86
www.grandcityproperties.com
Press Contact:
Katrin Petersen
Grand City Properties S.A.
T: +49 (30) 374 381 5218
E: [email protected]
www.grandcityproperties.com
Disclaimer:
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES.
THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED
STATES.
THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE
UNITED KINGDOM TO (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"), (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER,
AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
COMMUNICATION MUST NOT BE READ, 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.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS ANNOUNCEMENT
AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE
2003/71/EC, AS AMENDED (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED
INVESTORS"). ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY OFFER
(AN "INVESTOR") OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR. ANY
INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT ANY
SECURITIES ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF
PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES
BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS
WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE COMPANY OR
ANY OF THE MANAGERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS
DIRECTIVE.
THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS
AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES,
FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH
STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT
TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF GRAND
CITY PROPERTIES S.A. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A
NUMBER OF FACTORS.
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