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Firm Placing and Placing and Open Offer

7th Oct 2014 17:44

RNS Number : 7057T
Hibernia REIT PLC
07 October 2014
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

 

This announcement is not an offer of securities for sale in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information in the prospectus (the "Prospectus") to be published by Hibernia REIT p.l.c. ("Hibernia" or the "Company" and, together with its subsidiaries, the "Group") on or around 10 October 2014 in connection with the admission of New Ordinary Shares to the Official Lists of the Irish Stock Exchange and the UK Listing Authority and to trading on the regulated market for listed securities of the Irish Stock Exchange and on the main market for listed securities of the London Stock Exchange p.l.c. ("Admission"). A copy of the Prospectus will, following publication, be available on the Company's website (www.hiberniareit.com) and will be made available for viewing at the National Storage Mechanism at http://www.hemscott.com/nsm. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

 

 

 

7 October 2014

Hibernia REIT p.l.c.

 

Intention to undertake a Firm Placing and Placing and Open Offer

 

Hibernia REIT p.l.c. today announces an intention to undertake a Firm Placing and Placing and Open Offer (the "Capital Raise") to raise gross proceeds of approximately €300 million through the issue of 285,317,459 New Ordinary Shares at a price of 105 euro cent (or €1.05) per New Ordinary Share (the "Issue Price").

 

The Firm Placing and the Placing are being conducted through an accelerated bookbuilding process which will be launched immediately following this announcement and which is expected to close on or around 8 October 2014.

 

It is intended that Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Goodbody Stockbrokers (collectively with Goodbody Corporate Finance, "Goodbody") act as Joint Bookrunners in relation to the Capital Raise. It is intended that Goodbody Corporate Finance will be appointed as sole Irish Sponsor in connection with the Admission to the Official List of the Irish Stock Exchange and to trading on the regulated market for listed securities of the Irish Stock Exchange, and Credit Suisse will be appointed as sole UK Sponsor in connection with the Admission to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange.

 

It is intended that the Prospectus containing full details of the Capital Raise will be published on or around 9 October 2014. The Company has prepared an Interim Financial Report for the five months ended 31 August 2014 which will be included in the Prospectus and is appended to this announcement in full in Appendix I.

 

 

Highlights

 

· Intention to undertake a Firm Placing and Placing and Open Offer to fund further property investments (both acquisitions and capital expenditure on current portfolio) in line with the Company's existing investment policy

· 71,428,571 New Ordinary Shares are proposed to be issued through the Firm Placing at the Issue Price to raise gross proceeds of approximately €75m and 213,888,888 New Ordinary Shares are proposed be issued through the Placing and Open Offer at the Issue Price to raise gross proceeds of approximately €225m

· The Issue Price represents a discount of 8.5 euro cent (7.5%) to the closing price of 113.5 euro cent per Existing Ordinary Share on the Irish Stock Exchange on 7 October 2014 (being the last trading day prior to the announcement of the Capital Raise)

· Net proceeds of approximately €287m after expenses expected to be substantially invested within 18 to 24 months of Admission

· The Management Team continues to focus on generating sustainable income and strong capital returns with a target Total Shareholder Return range of 10% to 15% when the Net Proceeds are fully invested[1]

· Updated EPRA NAV per share as at 31 August 2014 of 104.0 euro cent driven principally by a 9.3% valuation uplift on cost of properties acquired (a 6.7% increase including acquisition costs) with a weighted average[2] hold period from date of entering contracts to 31 August 2014 of 2.9 months

· The Company intends to declare a maiden dividend in respect of the 6 months ended 30 September 2014 at its interim results in November 2014

· The Directors and Management Team intend to invest in aggregate a further €0.9m in the Company through the Firm Placing and Placing and Open Offer, at the Issue Price

 

An Extraordinary General Meeting to approve the shareholder resolutions on which the Capital Raise is conditional (the "Resolutions") is expected to be held at 10:00 a.m. on 3 November 2014 at the Marker Hotel, Dublin 2, Ireland. The Prospectus containing details of the Capital Raise is expected to be published on 9 October 2014 and the Circular containing notice of the Extraordinary General Meeting and details of the Resolutions is expected to be published on 10 October 2014 and both documents will be available on the Company's website, www.hiberniareit.com.

 

Commenting on today's announcement, Danny Kitchen, Chairman of Hibernia REIT p.l.c., said:

 

"Since raising net proceeds of €372m in its initial public offering in December 2013, Hibernia has successfully invested €398m and committed a further €78m in connection with 13 transactions, one of which is pending completion. The Management Team is continuing to see significant investment opportunities, both in relation to potential acquisitions and developments, redevelopments and refurbishments within the existing portfolio and this capital raise is intended to raise the funds to capitalise on these opportunities and deliver attractive returns for shareholders."

 

Kevin Nowlan, Chief Executive Officer of W.K. Nowlan REIT Management Limited, the Investment Manager, said:

 

"We have achieved a significant amount since the IPO in December 2013, building a portfolio of Dublin properties primarily in Dublin's Central Business District which have increased in value by 9.3% from acquisition to 31 August 2014, a weighted average hold period of 2.9 months. We have undertaken 13 transactions to do this, with 87% of the acquisitions (by cost) executed off-market and 44% through loan purchases. There continue to be significant levels of attractive acquisition opportunities in our core Dublin markets, particularly in the off-market and loan spaces, and we anticipate this remaining the case for the foreseeable future. Furthermore, the portfolio we have assembled to date offers a number of development, redevelopment and refurbishment opportunities: we will use some of the funds we are seeking to raise to take advantage of these opportunities."

 

Background to and Reasons for the Capital Raise

 

At the time of Initial Admission in December 2013, the Directors and the Management Team believed that there was a unique opportunity to build a high quality portfolio of Irish commercial property assets. Irish commercial property asset values at the end of Q1 2013 were 67% below the peak values in Q3 2007 but began to increase in Q2 2013[3], and the Directors and the Management Team believed that a significant number of Irish property assets would become available due to the ongoing deleveraging by banks and other institutions. In order to take advantage of this opportunity, the Company was established on 13 August 2013 and launched as an Irish REIT in December 2013, when it raised €385m (gross) in an over-subscribed initial offering of Ordinary Shares. The Company's aim, at the time of launch, was (and continues to be) to assemble a portfolio of attractively located, institutional quality, primarily income-producing properties, mainly in the greater Dublin area.

 

During the period between Initial Admission on 11 December 2013 and the Last Practicable Date, the Group has invested €398m (including costs) and committed a further €78m (including costs) in connection with 13 transactions, one of which is pending completion.

 

As at the Last Practicable Date these transactions have resulted in:

 

· A Property Portfolio of 15 investment properties:

o Eight of the Group's investment properties are held directly by the Group;

o Six of the Group's investment properties are collateral secured by loans held by the Group of which the Group intends to take direct ownership. Two of such properties, Hardwicke House and Montague House, are the subject of a put and call option agreement whereby the Company has an option to purchase the properties; and

o One of the Group's investment properties, the Forum Building, is subject to a signed contract pursuant to which the Group will take direct ownership at completion of the transaction (which completion is expected to occur on 7 November 2014).

· Loans to the value of €69m, secured over property collateral which do not form part of the Group's Property Portfolio and are not accounted for as investment properties.

 

As at the Last Practicable Date, the Property Portfolio comprises[4]:

· Dublin Central Business District offices (by valuation): 81%;

· Dublin Central Business District office development and refurbishment properties (by valuation): 6%;

· Dublin residential properties (by valuation): 11%; and

· Dublin industrial/logistics properties (by valuation): 2%.

 

As at 31 August 2014, the Group's NAV (and EPRA NAV) was 104.0 euro cent per share (unaudited). The increase from the NAV as at 31 March 2014 of 96.4 euro cent per share was driven principally by an uplift in the value of the Property Portfolio since acquisition of 9.3% excluding acquisition costs (a 6.7% increase including acquisition costs). The average hold period, weighted by purchase price, of the acquisitions the Group has made from the date of entering contracts to 31 August 2014 for its investment properties is 2.9 months (as at 31 August 2014). The Property Portfolio existing as at 31 August 2014 (which did not include the BH Cannon Place Apartments) was valued at €434.2m as at 31 August 2014 and the BH Cannon Place Apartments were valued at €1.7m as at 30 September 2014.

 

The EPRA Net Initial Yield and the Net Initial Yield on Cost as at 31 August 2014 and as at the Last Practicable Date are set out in the table below:

 

EPRA Net Initial Yield (%)

Net Initial Yield on Cost (%)[5]

As at 31 August 2014

4.8

4.6

As at Last Practicable Date

4.8

4.6

 

The Net Initial Yield on Cost of the Group's Dublin Central Business District offices is 5.5%5. The Net Initial Yield on Cost, based on the Contracted Rent, of the Group's Dublin Central Business District offices is 5.8%[6].

 

The chart below provides a breakdown of key occupancy, rent and lease data for the Group's Property Portfolio as at 31 August 2014, as well as that of the Office Assets segment (Dublin Central Business District offices), which represents 96% of the market value of the Property Portfolio (excluding development assets):

 

Portfolio Breakdown

Contracted Rent post incentives[7]

EPRA Net Initial Yield[8]

Occupancy Rate

EPRA "Topped up" Net Initial Yield[9]

WAULT[10]

€ '000

%

%

%

Years

Dublin Central Business District offices

19,200

4.80

99

5.4

4.4

Total for the Property Portfolio

19,900

4.80

Not applicable[11]

5.40

4.2

 

The Group's annualised Passing Rent as at 31 August 2014 was €18m[12], which will increase to €18.1m following the acquisition of the BH loan portfolio.

 

The Management Team believes that the Property Portfolio has strong potential for increases in rental rates in future. As at the Last Practicable Date: the Dublin Central Business District office accommodation held by the Group is over 99% occupied on weighted average Contracted Rents of €34 per sq. ft., well below current estimated rental values for central Dublin offices of €40-45 per sq. ft.,3 and the Management Team believes that continued tenant demand and very limited supply of new office space shall lead to a continued rise in rental values.

 

The Company and Hibernia REIT Finance Limited agreed the terms of the Revolving Credit Facility, a €100m revolving credit facility with Bank of Ireland on 12 August 2014. Following the acquisitions detailed above, and as at the Last Practicable Date, the Group had deployed the Original Net Proceeds raised at Initial Admission and had drawn down €25m of the Revolving Credit Facility. It remains the intention of the Directors and Management Team that the Group's aggregate borrowings will not exceed 40% of the aggregate market value of its assets at the time of any borrowing.

 

In the Irish commercial property market, the six-month period to 30 June 2014 saw 103 transactions with a total value of €1.7bn, one of the highest levels of transactions in the Irish commercial property market for any six month period since 2007 according to Jones Lang La Salle. The Management Team believes that the next 12 to 24 months will continue to see a significant volume of transactions, driven in particular by deleveraging by banks and other institutions. On 16 July 2014, the Minister for Finance announced an acceleration of NAMA's deleveraging programme, with a new redemption target of 80% of NAMA senior debt by the end of 2016. While Irish commercial property asset values increased 20% in the period from Q1 2013 to Q2 2014 this is still 61% below peak values as at Q3 2007. Quarterly data from Q2 2014 shows that, on a quarterly basis, both rental values and capital values continue to increase, rising 9% and 5%, respectively3. Against this backdrop, the Directors and Management Team believe that many of the opportunities that were in place at the time of Initial Admission continue to exist now.

 

In addition, within the Group's current Property Portfolio there are a number of potential development, redevelopment and refurbishment opportunities that would require significant capital expenditure to complete. These include potential office developments at the Windmill Lane site and 1-6 Sir John Rogerson's Quay. If undertaken on a 100% ownership basis by the Group, the Management Team believes that the aggregate capital expenditure for these two projects alone would be circa €85m. Given current conditions in the rental market and the very limited supply of new office space, the Management Team anticipates it is likely to seek to commence work on one or both of these two projects in the next 12 to 18 months. In addition to these potential projects, in August 2014 the Company signed a contract with JJ Rhatigan & Company for the fit-out and completion of Block 3, Wyckham Point, which is estimated will cost up to €25m (including VAT) and in the longer term, the Group may also examine the possibility of intensification and/or change of use of the Gateway site which could require significant capital expenditure. From time to time there may also be other development, redevelopment and refurbishment projects undertaken within the current Property Portfolio.

 

Consequently, and after due consideration, the Board has concluded that now is an appropriate time for the Group to raise additional capital in order to take advantage of these acquisition and investment opportunities. The Group's principal use of the Net Proceeds will be to fund future property investments (both acquisitions (directly or indirectly) and capital expenditure on existing and future property investments) consistent with the investment policy of the Group. In addition, it is the Group's intention that, in the short term, a portion of the Net Proceeds will be used to pay down any drawn elements of the Revolving Credit Facility (which, as at the Last Practicable Date, amounted to €25m). This will reduce the financing costs of the Revolving Credit Facility while allowing the Group to re-draw sums as necessary as investment opportunities and existing commitments require.

 

Summary of the principal terms of the proposed Firm Placing and Placing and Open Offer

 

Structure

The Company intends to raise approximately €300m (gross) through the issue of 285,317,459 New Ordinary Shares by way of the Firm Placing and Placing and Open Offer at €1.05 per New Ordinary Share.

 

Firm Placing

The Company is proposing to issue 71,428,571 New Ordinary Shares pursuant to the Firm Placing at the Issue Price. By the completion of the accelerated bookbuild in respect of the Firm Placing, Credit Suisse and Goodbody expect to have placed all the Firm Placed Shares at the Issue Price with institutional and other investors.

 

The Firm Placed Shares are not subject to clawback and do not form part of the Placing and Open Offer. The Firm Placing is expected to raise approximately €75m (prior to deductions for expenses). The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer. The Firm Placed Shares will not be entitled to participate in the Open offer.

 

Placing and Open Offer

The Company intends to raise approximately €225m (prior to deductions for expenses) through the Placing and Open Offer of 213,888,888 New Ordinary Shares at the Issue Price.

 

The Issue Price represents a discount of 8.5 euro cent (7.5%) to the closing price of 113.5 euro cent per Existing Ordinary Share on the Irish Stock Exchange on 7 October 2014 (being the last trading day prior to the announcement of the Capital Raise).

 

By the completion of the accelerated bookbuild in respect of the Placing, Credit Suisse and Goodbody expect to have placed all the Open Offer Shares at the Issue Price with institutional and other investors. The commitments of these placees under the Placing are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. Subject to waiver or satisfaction of the conditions and the Placing and Open Offer not being terminated, any Open Offer Shares which are not applied for in respect of the Open Offer will be issued to the placees and/or other subscribers procured by Credit Suisse and Goodbody, with the net proceeds of the Placing retained for the benefit of the Company.

 

It is intended that Qualifying Shareholders will be given the opportunity to apply for the Open Offer Shares at the Issue Price, on and subject to the terms and conditions of the Open Offer, up to a maximum of their pro rata entitlement (on the Record Date) which shall be calculated on the basis of:

 

5 New Ordinary Shares for every 9 Existing Ordinary Shares

 

Conditions

The Firm Placing and Placing and Open Offer are conditional upon:

 

1. the passing of all of the Capital Resolutions;

 

2. Admission becoming effective by not later than 8.00 a.m. on 4 November 2014 (or such later time and/or date as the Company and Joint Bookrunners may agree, not being later than 8.00 a.m. on 28 November 2014); and

 

3. the Placing and Open Offer Agreement having become unconditional in all respects and not having been terminated in accordance with its terms.

 

Accordingly, if any such conditions are not satisfied the Firm Placing and Placing and Open Offer will not proceed, any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies received under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.

 

Application for Admission

Applications will be made to (i) the Irish Stock Exchange for the New Ordinary Shares to be admitted to listing on the primary listing segment of the Official List of the Irish Stock Exchange; (ii) the UK Listing Authority for the New Ordinary Shares to be admitted to listing on the premium listing segment of the Official List of the UK Listing Authority; (iii) the Irish Stock Exchange for the New Ordinary Shares to be admitted to trading on its regulated market for listed securities; and (iv) to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed securities. Subject to the conditions above being satisfied, it is expected that Admission will become effective and that dealings in the New Ordinary Shares to be issued under the Firm Placing and Placing and Open Offer, fully paid, will commence at 8.00 a.m. on 4 November 2014.

The New Ordinary Shares issued under the Firm Placing and Placing and Open Offer, when issued and fully paid, will be identical to and rank in full for all dividends or other distributions declared, made or paid after Admission and in all other respects will rank pari passu with the Existing Ordinary Shares.

 

Important Notice

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying Non-CREST Shareholders should also note that their Application Form is not a negotiable document and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be credited to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Open Offer Shares not applied for under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up Open Offer Shares will have no rights under the Open Offer. The Open Offer Shares will be subscribed for under the Placing for the benefit of the Company. Any Open Offer Shares which are not applied for in respect of the Open Offer will be issued to the placees and/or other subscribers procured by the Joint Bookrunners, with the net proceeds retained for the benefit of the Company.

 

Upon Admission the Enlarged Issued Share Capital is expected to be 670,317,459 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 42.6% of the Company's Enlarged Issued Share Capital.

A Qualifying Shareholder who does take up his full entitlement under the Open Offer, will have his proportionate shareholding in the Company diluted by approximately 10.7% as a consequence of the Firm Placing. Shareholders who do not or cannot participate at all in the Open Offer will have their proportionate shareholdings in the Company diluted by approximately 42.6% as a consequence of the issue of the New Ordinary Shares.

 

New Ordinary Shares will rank pari passu with the existing Ordinary Shares, including the right to dividends.

 

 

 

 

Prospectus

The Prospectus is expected to be published on or around 9 October 2014 containing full details of how Shareholders can participate in the Open Offer. The Company is also expected to publish the Circular in accordance with the requirements under the Listing Rules, containing a notice of an extraordinary general meeting expected to be held at the Marker Hotel, Dublin 2, Ireland on 3 November 2014 at 10:00 a.m. Completion of the Capital Raise is conditional, inter alia, upon the approval of Resolutions set out in the Circular.

 

Copies of the Prospectus and the Circular will be available from the registered office of Hibernia REIT p.l.c. at Marine House, Clanwilliam Place, Dublin 2 during normal business hours on any weekday (except Saturdays, Sundays and public holidays) from the date of its publication until Admission. The Prospectus and Circular will both be available on the Company's website, www.hiberniareit.com.

 

Interim Financial Report

The Company has prepared an Interim Financial Report for the five months ended 31 August 2014 which is intended to be included in the Prospectus and is appended to this announcement in full in Appendix I. Deloitte were engaged by the Company to review the Interim Financial Report in accordance with International Standard on Review Engagements (UK and Ireland) 2410. Deloitte's independent review report, dated 9 October 2014, issued on the Interim Financial Report of the Group for the five months ended 31 August 2014 will be included in the Prospectus.

 

Dividend

The Company intends to declare a maiden dividend in respect of the 6 months ended 30 September 2014 at its interim results in November.

 

For further information please contact:

 

W.K. Nowlan REIT Management Limited +353 1 9058350

Kevin NowlanTom Edwards-Moss

 

Credit Suisse (Joint Bookrunner and Sole UK Sponsor) + 44 20 7888 8888

Charles Donald

Omri Lumbroso

Ben Deary

 

Goodbody (Joint Bookrunner and Sole Irish Sponsor) +353 1 667 0420 

Linda Hickey

Kevin Keating

John Flynn

Siobhan Wall

 

Murray Consultants (PR adviser to the Company) +353 1 4980379

Doug Keatinge 

 

 

 

Proposed Capital Raise Statistics

 

Issue Price per New Ordinary Share

105 euro cent

Percentage Discount to Closing Price on ISE as at 7 October 2014

7.5%

Open Offer Entitlement

5 New Ordinary Shares for

9 Existing Ordinary Shares

Number of Existing Ordinary Shares in issue

385,000,000

Number of New Ordinary Shares to be issued pursuant to the Firm Placing

71,428,571

Number of New Ordinary Shares to be issued pursuant to the Placing and Open Offer

213,888,888

Total number of New Ordinary Shares to be issued pursuant to the Firm Placing and Placing and Open Offer

285,317,459

Enlarged Issued Share Capital upon completion of the Capital Raise

670,317,459

New Ordinary Shares to be issued under the Firm Placing and Placing and Open Offer as a percentage of the Enlarged Issued Share Capital

42.6%

Gross proceeds of the Capital Raise

€300m

Estimated net proceeds receivable by the Company

€287m

Estimated aggregate expenses of the Capital Raise

€13m

 

Notes:

1. All statistics are as at the Last Practicable Date prior to the publication of the Prospectus unless otherwise specified.

2. The Enlarged Issued Share Capital assumes that, other than the Capital Raise, no further Ordinary Shares are issued by the Company between the posting of the Prospectus and the completion of the Capital Raise. No such additional share issues are anticipated.

3. The estimated Net Proceeds receivable by the Company are stated, after the deduction of costs and expenses (exclusive of VAT) of, or incidental to, the Capital Raise payable by the Company, estimated to be €13m.

 

Expected timetable of principal events

Each of the times and dates is subject to change without further notice. Please refer to the notes for this timetable set out below.

 

Record Date for entitlements to participate in the Open Offer

6:00 p.m. on 6 October 2014

Announcement of the Capital Raise

4:45 p.m. on 7 October 2014

Ex-entitlement date for the Open Offer

8:00 a.m. on 9 October 2014

Publication of the Prospectus

9 October 2014

Posting of the Circular and Form of Proxy to Qualifying Shareholders and posting of Application Forms to Qualifying Non-CREST Shareholders

10 October 2014

Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders

8:00 a.m. on 10 October 2014

Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST (i.e. if your Open Offer Entitlements are in CREST and you wish to convert them into certificated form)

4:30 p.m. on 23 October 2014

Latest recommended time and date for depositing Open Offer Entitlements into CREST (i.e. if your Open Offer Entitlements are represented by an Application Form and you wish to convert them to uncertificated form)

3:00 p.m. on 24 October 2014

Public holiday in Ireland

Latest time and date for splitting Application Forms (to satisfy bona fide market claims)

27 October 2014

3:00 p.m. on 28 October 2014

Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)

11:00 a.m. on 30 October 2014

Announcement of the take-up under the Open Offer

31 October 2014

Latest time and date for receipt of Forms of Proxy or submission of proxy votes electronically

Time and date of EGM

10:00 a.m. on 1 November 2014

10:00 a.m. on 3 November 2014

Announcement of the results of the EGM

3 November 2014

Issue of the New Ordinary Shares pursuant to the Capital Raise and Admission and expected commencement of dealings in the New Ordinary Shares issued under the Capital Raise on the Stock Exchanges

8.00 a.m. on 4 November 2014

CREST stock accounts expected to be credited for the New Ordinary Shares issued under the Capital Raise as soon as practicable after

8.00 a.m. on 4 November 2014

Share certificates for New Ordinary Shares issued under the Capital Raise expected to be despatched

on or about 11 November 2014

 

 

Notes:

1. The times and dates set out in the expected timetable of principal events are subject to change by the Company, in which event details of the new times and dates will be notified to the Irish Stock Exchange, the UK Listing Authority, the London Stock Exchange and where appropriate, to Shareholders.

2. Shareholders should note that any Existing Ordinary Shares sold prior to the close of business on 8 October 2014, the last day on which the Existing Ordinary Shares trade with entitlement, will be sold to the purchaser with the right to receive Open Offer Entitlements.

3. References to times in this timetable are to Dublin times unless otherwise stated.

4. If you have any queries on the procedure for acceptance and payment in respect of the Open Offer or on the procedure for splitting Application Forms, you should refer to Part XVI (Terms and Conditions of the Firm Placing and Placing and Open Offer) of the Prospectus which contains the terms and conditions of the Open Offer or alternatively you should contact the Shareholder helpline on 01 553 0090 (from Ireland) or on +353 (0)1 553 0090 (from outside Ireland). This Shareholder helpline is available from 9.00 a.m. to 5.00 p.m. on any Business Day. For legal reasons, the Shareholder helpline will not be able to provide advice on the merits of the Placing and Open Offer or to provide personal, legal, business, financial, tax or investment advice.

 

 

Important Notices

 

This announcement has been issued by Hibernia REIT p.l.c. and is the sole responsibility of Hibernia REIT p.l.c. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction.

 

This announcement is an advertisement and not a prospectus and investors should not purchase any shares referred to in this announcement except solely on the basis of information in the prospectus to be published by Hibernia REIT p.l.c. in due course in connection with the admission of the New Ordinary Shares to primary listing on the Official List of the Irish Stock Exchange, and a premium listing on the Official List of the UK Listing Authority and admission to trading on the regulated market for listed securities of the Irish Stock Exchange and on the main market for listed securities of the London Stock Exchange.

 

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. Persons are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

 

This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, New Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada, Japan, Switzerland or South Africa.

 

This announcement is only directed at, and being distributed to: (A) in the United Kingdom, persons who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or meet Article 49 of the Order or are shareholders of the Company; (B) in Ireland, (i) persons who are "professional clients" as defined in Schedule 2 of the Markets in Financial Instruments Regulations and (ii) persons who are shareholders of the Company; (C) within Member States (other than the United Kingdom and Ireland), "professional investors" (as that term is used in Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers ("AIFMD")) in Norway, Sweden, the Netherlands, France, Germany, Luxembourg, Belgium, Denmark, Italy, Spain, and Finland; and (D) any other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this announcement relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. The New Ordinary Shares and the Open Offer Entitlements have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Japan, Switzerland or South Africa, and the Company is not a "reporting issuer", as such term is defined under applicable Canadian securities laws. The New Ordinary Shares and the Open Offer Entitlements may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state securities laws. There will be no public offer of securities in the United States.

 

Any subscription for New Ordinary Shares in the proposed Issue should be made solely on the basis of the information contained in the Prospectus to be issued by the Company in connection with Admission. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.

 

Certain statements contained in this announcement constitute "forward-looking statements" regarding the belief or current expectation of the Company, the Directors, the Investment Manager and the Management Team about the Company's financial condition, results of operations and business. Generally, but not always, words such as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target", "goal", "would" or their negative variations or similar expressions identify forward-looking statements. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and the Investment Manager and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. None of the Company, the Investment Manager, Credit Suisse nor Goodbody undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

 

The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the New Ordinary Shares, for whom an investment in the New Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Issue will proceed and that Admission will occur and you should not base your financial decisions on the Company's intention in relation to the Admission and Issue at this stage. Acquiring New Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the Financial Services and Markets Act 2000, as amended, or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom. This announcement does not constitute a recommendation concerning the Issue. The price and value of the New Ordinary Shares may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Issue or Admission cannot be relied upon as a guide to future performance.

 

Credit Suisse, which is in the United Kingdom authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA, is acting exclusively for the Company and no one else in connection with Admission and the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Admission, the Issue or any matter referred to herein.

 

Goodbody, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company and no one else in connection with Admission and the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Issue or any matter referred to herein.

 

In connection with the Issue and Admission, each of the Joint Bookrunners or any of their respective affiliates, acting as investors for their own accounts, in accordance with applicable legal and regulatory provisions, and subject to the provisions of the Placing and Open Offer Agreement, may retain, purchase, sell, offer to sell or otherwise deal for their own account(s) in relation to the New Ordinary Shares and/or related instruments in connection with the Capital Raise or otherwise. Accordingly, references in the Prospectus, once published, to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners or any of their respective affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, the Joint Bookrunners do not propose to make any public disclosure in relation to such transactions. In addition the Joint Bookrunners or their affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of New Ordinary Shares.

 

None of the Investment Manager, Credit Suisse, Goodbody or any of their respective affiliates, their respective directors, officers or employees, or any other person accepts any responsibility or liability whatsoever for the contents of this announcement, or no representation or warranty, express or implied, is made as to the accuracy, completeness, correctness or fairness of the information or opinions contained in, this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company or the Investment Manager or their respective affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, the Investment Manager, Credit Suisse, Goodbody and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

 

Appendix I

INTERIM FINANCIAL REPORT

 

Condensed Consolidated Statement of Comprehensive Income

For the five month period 1 April 2014 to 31 August 2014

 

1 April 2014 to 31 August 2014 (unaudited)

13 August 2013 to 31 March 2014 (audited)

Notes

€'000

€'000

Income

Revenue

5

3,608

158

Property outgoings

(28)

(59)

Total property income

3,580

99

Revaluation of investment properties

8

17,369

-

Other gains and losses

6

10,059

-

Total income after revaluation gains and losses

31,008

99

Investment manager fee

15

(1,316)

(669)

Administration expenses

(469)

(490)

Total operating expenses

(1,785)

(1,159)

Operating profit/(loss)

29,223

(1,060)

Finance income

159

214

Profit/(loss) before tax

29,382

(846)

Income tax expense

-

-

Profit/(loss) for the period

29,382

(846)

Other comprehensive income

-

-

Total comprehensive profit/(loss)

29,382

(846)

Earnings per share

Basic and diluted (cent)

7

7.63

(0.22)

 

Condensed Consolidated Statement of Financial Position

As at 31 August 2014

 

31 August 2014(unaudited)

31 March 2014(audited)

Notes

€'000

€'000

Assets

Non‑current assets

Investment Properties

8

434,228

-

Loans and receivables

9

67,229

68,563

501,457

68,563

Current assets

Trade and other receivables

10

942

11,647

Cash and cash equivalents

1,858

291,690

Total current assets

2,800

303,337

Total assets

504,257

371,900

Equity and liabilities

Capital and reserves

Issued capital and share premium

371,812

371,812

Retained earnings

28,536

(846)

Total equity

400,348

370,966

Current liabilities

Loans and advances from banks

11

5,000

-

Trade and other payables

12

56,289

934

Total current liabilities

61,289

934

Non‑current liabilities

Payable due for investment property

13

42,620

-

Total liabilities

103,909

934

Total equity and liabilities

504,257

371,900

IFRS NAV per share (cent)

14

104.0

96.4

EPRA NAV per share (cent)

14

104.0

96.4

 

Condensed Consolidated Statement of Changes in Equity

For the five month period 1 April 2014 to 31 August 2014

 

1 April 2014 to 31 August 2014 (unaudited)

ShareCapital

SharePremium

Retainedearnings

Total

€'000

€'000

€'000

€'000

Balance at start of period

38,500

333,312

(846)

370,966

Total comprehensive income for the period

Profit for the period

-

-

29,382

29,382

Total other comprehensive income

-

-

-

-

Balance at end of period

38,500

333,312

28,536

400,348

 

13 August 2013 to 31 March 2014 (audited)

ShareCapital

SharePremium

Retainedearnings

Total

 

€'000

€'000

€'000

€'000

 

 

Total comprehensive income for the period

 

Loss for the period

-

-

(846)

(846)

 

Total other comprehensive income

-

-

-

-

 

 

-

-

(846)

(846)

 

Transactions with owners of the Company, recognised directly in equity

 

Issue of ordinary shares for cash

38,500

346,500

-

385,000

 

Share issue costs

-

(13,188)

-

(13,188)

 

 

Balance at end of period

38,500

333,312

(846)

370,966

 

 

Condensed Consolidated Statement of Cash Flows

For the five month period 1 April 2014 to 31 August 2014

 

1 April 2014 to31 August 2014(unaudited)

13 August 2013 to 31 March 2014(audited)

€'000

€'000

Cash flows from operating activities

Operating profit/(loss) for the period

29,223

(1,060)

Adjusted for:

Revaluation of investment properties

(17,369)

-

Other gains and losses

(10,059)

-

Interest income accrued

(764)

(158)

1,031

(1,218)

(Increase) in trade and other receivables

(342)

(600)

Increase in trade and other payables

2,179

434

Net cash flow from operating activities

2,868

(1,384)

Cash flows from investing activities

Purchase of investment property

(260,096)

(11,010)

Purchase of loans and receivables

(38,500)

(67,905)

Proceeds from loan and receivables

700

-

Interest received

196

177

Net cash used in investing activities

(297,700)

(78,738)

Cash flow from financing activities

Increase in loans and advances from banks

5,000

-

Proceeds from the issue of ordinary share capital

-

385,000

Share Issue Costs

-

(13,188)

Net cash inflow from financing activities

5,000

371,812

Net (decrease)/Increase in cash and cash equivalents

(289,832)

291,690

Cash and cash equivalents period start

291,690

-

(Decrease)/increase in cash and cash equivalents

(289,832)

291,690

Net cash and cash equivalents at period end

1,858

291,690

 

Notes Forming Part of the Interim Financial Report

1. General Information

The Company together with its subsidiaries, Hibernia REIT Finance Limited, Lamourette Limited and Mayor House Basement Management Limited (together the "Group") are engaged in property investment (primarily commercial) in the Irish market with a view to maximising its Shareholders' returns.

 

The Company is a public limited company and is incorporated and domiciled in Ireland. The address of the Company's registered office is Marine House, Clanwilliam Place, Dublin 2. The Company was incorporated on 13 August 2013 and re‑registered as a public limited company on 8 November 2013. The registered number of the Company is 531267.

2. Basis of Preparation

(a) Statement of compliance

This Interim Financial Report has been prepared on a going concern basis and in accordance with International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union, the Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency Rules of the Central Bank, the requirements of the Prospective Directive Regulations and the accounting policies set out in Note 3.

(b) Reporting period

The Interim Financial Report is prepared for the five month period from 1 April 2014 to 31 August 2014 in order to provide the most recent financial information on the Group for the purposes of issuing a Prospectus for new ordinary shares.

(c) Functional and presentation currency

This financial information is presented in euro, which is the Company's functional currency and the Group's presentation currency.

(d) Basis of preparation

The Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Statement of Financial Position, the Condensed Consolidated Statement of Changes in Equity and the Condensed Consolidated Statement of Cash flows have been prepared using the same accounting policies and methods of computation as adopted in the Group's latest annual report as described below in Note 3. Additional accounting policies have been adopted due to the increased level of activity in the Group.

(e) Assessment of going concern

The Interim Financial Report has been prepared on a going concern basis. The Directors have performed an assessment of going concern and are satisfied that the Group is appropriately capitalised. The Group is generating positive cash‑flows and, as discussed in Note 11, have in place a revolving credit facility with an undrawn balance of €95m at 31 August 2014. The Group has assessed its liquidity position and there are no reasons to expect that the Group will not be able to meet its liabilities as they fall due for the foreseeable future.

(f) Basis of consolidation

The Interim Financial Report incorporates the financial information of the Company and its subsidiaries, Hibernia REIT Finance Limited, Lamourette Limited and Mayor House Basement Management Limited. The Company controls its subsidiaries by virtue of its 100% shareholding in those companies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

(g) Significant judgements and key estimates

The preparation of financial information requires the use of certain critical accounting estimates. It also requires the Group to exercise judgment in applying the Group's accounting policies. Although these estimates are based on the Board's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. The following are the significant judgements and key estimates which were made in respect of this financial information.

Recognition and classification of investment transactions

The Group has acquired an interest in investment property assets both as direct asset purchases and through the acquisition of loans which are secured over the target property. In some cases the Group may acquire portfolios of loans where it does not intend to ultimately directly acquire all the underlying property assets.

Investment properties are treated as acquired when the Group assumes the significant risks and rewards of ownership. In order to make this judgement, the Board reviews each deal individually.

Recognition of property assets collateralising acquired loans as investment properties requires significant judgement by the Directors to determine if it is probable that the future economic benefits that are associated with the underlying investment property will flow to the Group.

Dorville Loan Portfolio

The Dorville loan portfolio is a loan portfolio, with a par value (at the time of acquisition) of €151.3m, which was acquired by the Group in March 2014 for €67m (€68.4m including costs). The Board completed an extensive exercise in reviewing the collateral attached to this portfolio, consisting of 16 asset groups, in May 2014 and as a result determined that it would seek the direct ownership of three of the property assets, namely Block 3 Wyckham Point, the Dorville Cannon Place Apartments and South Dock House (the "Dorville Core Assets"). The Dorville Core Assets are recognised as investment properties during the period in accordance with the Group's accounting policy on investment properties.

Additionally, the Dorville loan portfolio is secured against 13 other asset groups, namely over 70 apartments, 3 houses, 12 commercial units and 26.5 acres of land, primarily in Dublin. These 13 asset groups are referred to as the Dorville Non‑Core Assets. The Group has determined that the Dorville Non‑Core Assets are not suitable for the Group's portfolio of investment properties and not to pursue the transfer of direct ownership of these properties to it or to retain them within the Group's portfolio of investment properties and they will therefore be disposed of to third parties in order to recover monies due under the loan facilities. The disposal process of the Dorville Non‑Core Assets has already commenced and is expected to be completed by December 2015.

In the judgement of the Directors, the acquisition of the three Dorville Core Assets is so far advanced as to render it virtually certain that the title of these properties will be transferred to the Group in the near term and that they fulfil the criteria for recognition as investment properties under the Group's accounting policy on investment properties (Note 3(g)). The Directors also consider that the recognition of these properties presents the most relevant and useful information for users of this financial information. It ensures that users of this financial information can properly assess the portfolio structure and potential.

As a result, the acquisition of the Dorville Core Assets was recognised as investment properties during the period.

Valuation of investment properties

The Group's investment properties are held at Fair Value and were revalued at 31 August 2014 by the external valuer, CBRE, a firm employing qualified valuers in accordance with the Royal Institution of Chartered Surveyors Valuation - Professional Standards (January 2014) (the "Red Book"). Further information on the valuation is given in Note 8.

The Board and Investment Manager conduct a detailed review of each property valuation to ensure that appropriate assumptions have been applied. Property valuations are complex and involve data which is not publically available and a degree of judgement. The valuation is based upon the key assumptions of estimated rental values and market based yields. With regard to redevelopments and refurbishment, the development considered achievable, assumed timescale, the assumed future development cost and an appropriate finance and/or discount rate are also used to determine the property value together with market evidence and recent transaction prices where appropriate. In determining Fair Value the valuers make reference to market evidence and recent transaction prices for similar properties.

The Directors must ensure that they are satisfied that the valuation of the Group's properties is appropriate for inclusion in the accounts without adjustment. No such adjustment was required for the period ending 31 August 2014 or on 31 March 2014.

Impairment of loans and receivables

The Directors are required to exercise judgement in making assumptions and estimations when calculating loan impairment provisions. The method used for the Group's loans involves an assessment of the value of the underlying collateral, which assessment involves significant judgement. The Directors have determined that no impairment is required as they expect that the loans will be resolved at least at their carrying value due to the value of the collateral on which they are secured. Further information on these loans is given in Note 9.

There were no other items of significant judgement or key estimates that might have a material impact on the Interim Financial Report at 31 August 2014.

3. Significant Accounting Policies

(a) Revenue recognition

Revenue is measured at the Fair Value of the consideration received or receivable.

Revenue is recognised in the Condensed Consolidated Statement of Comprehensive Income when it meets the following criteria:

• it is probable that any future economic benefit associated with the item of revenue will flow to the Group and

• the amount of revenue can be measured with reliability.

Rental income arises on properties which are included in investment property in the Condensed Consolidated Statement of Financial Position and which are leased out under operating leases. Rental income from operating leases is recognised in the Condensed Consolidated Statement of Comprehensive Income on a straight line basis over the lease term. Rent received in advance is deferred in the Condensed Consolidated Statement of Financial position and recognised in the period to which it relates to.

When the Group provides incentives to its customers the incentives are recognised over the lease term on a straight line basis.

Service charges and other sums receivable from tenants are recognised on an accrual basis by reference to the stage of completion of the relevant service or transactions at the reporting date. These services generally relate to a 12‑month period.

(b) Foreign currencies transactions and balances

Transactions in currencies other than Euro are recognised at the rates of exchange prevailing on the dates of the transactions. At the end of each period, monetary amounts denominated in foreign currencies are re‑translated at the rates prevailing at that date. Non‑monetary items carried at Fair Value that are denominated in foreign currencies are retranslated at the rates prevailing when the Fair Value was determined. Non‑monetary items carried at historical cost are reported using the exchange rate at the date of the transaction.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.

(c) Finance income and expense

Interest income and expense is recognised in the Condensed Consolidated Statement of Comprehensive Income for all interest‑bearing financial instruments using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability (or group of financial assets or financial liabilities) and of allocating the interest income, interest expense and fees paid and received over the relevant period.

(d) Provisions

A provision is recognised if, as a result of a past event, the Group has a present obligation (legal or constructive) that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows (in most cases, the risk free rate) at a pre‑tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third‑party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

(e) Expenses

Expenses are recognised in the Condensed Consolidated Statement of Comprehensive Income on an accrual basis.

(f) Taxation

Hibernia REIT p.l.c. elected for Real Estate Investment Trust (REIT) status on 11 December 2013. As a result, the Company will not pay Irish corporation tax on the profits and gains from qualifying rental business in Ireland provided it meets certain conditions. Corporation tax is still payable as normal in respect of income and gains from the Group's residual business (generally any non‑property rental business). The Group is also liable to pay other taxes such as VAT, relevant contracts tax, local property tax, property rates, payroll taxes and foreign taxes as normal.

(g) Investment properties

Investment properties are properties held to earn rental income and/or for capital appreciation (including property under construction for such purposes). Properties are treated as acquired at the point at which the Group assumes the significant risks and rewards of ownership. This occurs when:

(1) It is probable that the future economic benefits that are associated with the investment property will flow to the Group;

(2) There are no material conditions which could affect completion of the acquisition; and

(3) The cost of the investment property can be measured reliably.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at Fair Value. Gains and losses arising from changes in the Fair Value of investment properties are included in the Condensed Consolidated Statement of Comprehensive Income in the period in which they arise.

Inputs used to measure Fair Value are categorised into different levels of the Fair Value hierarchy, the Fair Value measurement is categorised in its entirety in the level of the lowest level input that is significant to the entire measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

Investment properties and properties under development are professionally valued on a twice yearly basis or as required by qualified external valuers using inputs that are observable either directly or indirectly for the asset in addition to unobservable inputs and are therefore classified at level 3. The valuation of investment properties is further discussed above under Note 2(g).

The valuations of investment properties and investment properties under development are prepared, as recommended by the Society of Chartered Surveyors, in accordance with the RICS Valuation-Professional Standards (January 2014) (the Red Book).

When the Group begins to redevelop an existing investment property, or property acquired as an investment property, for future use as an investment property, the property remains an investment property and is accounted for as such. Expenditure on investment properties is capitalised only when it increases the future economic benefits associated with the property. All other expenditure is charged to the Condensed Consolidated Statement of Comprehensive Income. Interest and other outgoings, less any income, on properties under development are capitalised. Interest capitalised is calculated on development outgoings using the weighted average cost of general Group borrowings. Fair Value for investment properties under development is based on the Group's external professional valuer's assessment of future value, with an appropriate adjustment for the costs of completion and remaining risk, based on market conditions at the reporting date.

An investment property is de‑recognised on disposal, i.e. when the significant risks and rewards are transferred outside the Group's control, or when the investment property is permanently removed from use and no future economic benefits are anticipated from the disposal. Any gain or loss arising on de‑recognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Condensed Consolidated Statement of Comprehensive Income in the period in which the property is de‑recognised.

(h) Financial instruments

Financial assets and liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.

Financial assets and liabilities are initially measured at Fair Value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and liabilities (other than financial assets or liabilities at fair value through profit or loss) are added to or deducted from the Fair Value of the financial assets or liabilities, as appropriate, on initial recognition. Transaction costs attributable to the acquisition of financial assets or liabilities at fair value through profit or loss are recognised immediately in the Condensed Consolidated Statement of Comprehensive Income.

Financial assets

Financial assets are generally classified into the following specified categories: financial assets 'at fair value through profit or loss (FVTPL)', 'held‑to‑maturity investments', 'available‑for‑sale' (AFS) financial assets and 'loans and receivables'. Financial assets 'at fair value through profit or loss' has two subcategories which are determined at initial recognition:

(1) Designated. This includes any financial asset to be measured at Fair Value with fair value changes in profit or loss.

(2) Held for trading. The second category includes financial assets that are held for trading.

Purchases and sales of financial assets in a regular way, i.e. within timeframes established by regulation or convention in the marketplace, are recognised and de‑recognised on a trade date basis.

Effective interest method: The Group uses the effective interest method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Loans and receivables: Loans and receivables are non‑derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans are recorded at Fair Value plus transaction costs when acquired. They are subsequently accounted for at amortised cost using the effective interest method.

Impairment allowances for loans and receivables are created if there is objective evidence that it will not be possible for the entire amount which is due under the original contractual arrangements to be recovered. Allowances for loans and receivables are calculated where there is objective evidence with regard to loan defaults, the structure and quality of the loan portfolio as well as macroeconomic parameters, on an individual basis. Losses expected as a result of future events, no matter how likely, are not recognised.

Individual loans: The allowance is calculated as the difference between the carrying value of the asset and the present value of the expected future cash flows using the original effective interest rate. The increase in the present value of an adjusted receivable which occurs over time is shown as interest income.

In assessing the need for impairment on loans and receivables, the Group takes into account the expected cash flows from the realisation of collateral.

Derecognition: When the cash flows from a loan are considered to have expired, or where no further cash flows are expected to be received on the loan in the case where the underlying property asset has been recognised as an investment property, the original asset is derecognised and a new asset is recognised, initially measured at Fair Value. Any difference between the carrying value of the original asset and the Fair Value of the new asset on initial recognition is recognised within other gains and losses in the Condensed Consolidated Statement of Comprehensive Income.

(i) Trade and other receivables

Trade and other receivables are initially measured at Fair Value and subsequently measured at amortised cost. Where there is objective evidence of loss, appropriate allowances for any irrecoverable amounts are recognised in the Condensed Consolidated Statement of Comprehensive Income.

(j) Cash and cash equivalents

Cash and cash equivalents includes cash at banks in current accounts, deposits held at call with banks and other short term investments in an active market with original maturities of three months or less.

(k) Equity and share issue costs

The equity of the Company consists of ordinary shares issued. Shares issued are recorded at the date of issuance. The par value of the issued shares is recorded in the share capital account. The excess of proceeds received over the par value is recorded in the share premium account. Direct issue costs in respect of the issue of shares are accounted for in the share premium account, as a deduction from equity, net of any related tax deduction.

(l) Trade and other payables

Trade and other payables are initially measured at Fair Value, subsequently measured at amortised cost.

(m) Net Asset Value (NAV)

The IFRS NAV is calculated as the value of the Group's assets less the value of its liabilities based on IFRS measures. EPRA NAV is calculated in accordance with the European Public Real Estate Association (EPRA) Best Practice Recommendations September 2011 and its additional guidance issued in January 2014.

The EPRA Net Asset Value per share excludes the net mark to market adjustment to the value of financial instruments which are used for hedging purposes and which the Group intends to keep to the end of their contractual duration, deferred taxation on revaluations and is calculated on a diluted basis.

4. Operating segments

 

The Group is organised in to five business segments, against which the Group reports its segmental information, being Office Assets, Industrial Assets, Residential Assets, Development Assets and Other Assets (loans and investment properties that do not fall into the preceding classifications). All of the Group's operations are in the Republic of Ireland. Operating segments are reported in a manner consistent with the reporting to the Board of Directors of the Company which is the chief operating decision maker of the Group.

 

Unallocated income and expenses are those that occur centrally, e.g. investment management fees and other administration expenses. Unallocated assets include cash and cash equivalents, tax refundable and administration expenses paid in advance. In addition, cash received in advance in relation to rental receipts on properties has been allocated from cash and cash equivalents to the appropriate segment.

 

The Group's key measure of underlying performance of a segment is Total Income after revaluation gains and losses which comprises revenue (rental and interest Income), property outgoings, revaluation of investment properties and other gains and losses. Total income after revaluation gains and losses includes rental income which is used as the basis to report key measures such as EPRA Net Initial Yield ("NIY") and EPRA "Topped‑ Up" NIY, which measure the cash passing rent returns on market value of investment properties before and after and adjustment for the expiration of rent free period or other lease incentives respectively. All interest income relates to Other Assets whilst the revenue for all other segments represents rental income.

 

No segment information is presented for the prior period as the Group's investment properties were all acquired since 31 March 2014.

 

Operating Segment Analysis: 1 April 2014 to 31 August 2014 (unaudited)

OfficeAssets

IndustrialAssets

ResidentialAssets

OfficeDevelopmentAssets

OtherAssets

Unallocated

GroupConsolidatedPosition

€'000

€'000

€'000

€ '000

€'000

€'000

€'000

Revenue

2,603

158

65

-

782

-

3,608

Property outgoings

-

-

-

-

-

(28)

(28)

Total Property Income

2,603

158

65

-

782

(28)

3,580

Revaluation of investment properties

18,208

(228)

(993)

382

-

-

17,369

Other gains and losses

-

-

10,059

-

-

-

10,059

Total income after revaluation gains and losses

20,811

(70)

9,131

382

782

(28)

31,008

Investment manager fee

-

-

-

-

-

(1,316)

(1,316)

Administration expenses

-

-

-

-

-

(469)

(469)

Total operating expenses

-

-

-

-

-

(1,785)

(1,785)

Operating profit/(loss)

20,811

(70)

9,131

382

782

(1,813)

29,223

Finance income

-

-

-

-

159

159

Profit/(loss) before tax

20,811

(70)

9,131

382

782

(1,654)

29,382

Total Segment Assets

354,972

10,158

44,000

26,500

67,229

1,398

504,257

Investment Properties

353,628

10,100

44,000

26,500

-

-

434,228

5. Revenue

 

1 April to 31 August2014 (unaudited)

13 August 2013 to31 March 2014 (audited)

€'000

€'000

Rental income

2,844

-

Interest income from loans and receivables

764

158

3,608

158

 

Rental income arises from the Group's investment properties.

Interest income arises from the recognition of the effective interest rate on the loans and receivables in accordance with the accounting policy described in Note 3(h).

 

6. Other Gains and Losses

 

1 April to 31 August2014 (unaudited)

13 August 2013 to31 March 2014 (audited)

€'000

€'000

Gains/(losses) on loans recognised as investment property

10,059

-

 

The gains on loans recognised as investment property arise from the difference between initial recognition at cost of the loans relating to the Dorville Core Assets and the Fair Value at the date of subsequent recognition of the underlying investment properties.

7. Earnings Per Share

 

There are no convertible instruments, options, warrants or ordinary shares that are issued upon the satisfaction of specified conditions as at the period end 31 August 2014. As a result, there are no dilutive effects on earnings per share and the basic and diluted earnings per share are identical.

 

No dividends have been paid in the period since incorporation.

 

The European Public Real Estate Association (EPRA) best practice recommendations also recommend the presentation of earnings per share based on EPRA earnings which are defined as the profit after taxation excluding investment property revaluations and gains/losses on disposals, intangible asset movements and their related taxation. EPRA earnings are a measure of the degree as to which the Group's earnings are supported by core activities.

 

The calculations are as follows:

 

Basic and Diluted earnings per share

1 April to31 August 2014(unaudited)

13 August 2013 to31 March 2014(audited)

€'000

€'000

Profit/(loss) for the period attributable to the owners of the Company

29,382

(846)

'000

'000

Weighted average number of ordinary shares (basic and diluted)

385,000

383,559

Basic and diluted earnings per share (cent)

7.63

(0.22)

 

For the period 13 August 2013 to 31 March 2014 the calculation of earnings per share is based on the period from commencement to trade, 11 December 2013, to 31 March 2014 rather than the period from incorporation, 13 August 2013, to 31 March 2014 as the Directors believe that this calculation provides a more informative disclosure to the shareholders because:

 

• The date of commencement to trade is the same as the listing date, and

• The majority of shares were issued around this date.

 

 

EPRA earnings per share

1 April to31 August 2014(unaudited)

13 August 2013 to31 March 2014(audited)

€'000

€'000

Profit/ (loss) for the period after taxation

29,382

(846)

Exclude:

Revaluation of investment properties

(17,369)

-

Other gains and losses

(10,059)

-

EPRA profit/(loss)

1,954

(846)

'000

'000

Weighted average number of shares

385,000

383,559

cent

cent

EPRA earnings per share

0.51

(0.22)

8. Investment Properties

 

31 August2014(unaudited)

31 March 2014(audited)

€000

€000

Carrying value at beginning of period

-

-

Purchase of investment properties

367,402

-

Investment properties recognised on conversion of loans

49,457

-

Change in Fair Value of investment properties

17,369

-

Carrying value at end of period

434,228

-

 

During the period, certain loans which were acquired by the Group were converted into investment property and accounted for in accordance with the accounting policies set out in Note 3(g).

 

On 28 August 2014, the Group announced that it had signed a development contract with JJ Rhatigan & Company for the fit‑out and completion of the Group's 213 partially completed apartments in Wyckham Point, Dundrum. The total cost to complete the apartments is expected to be up to €25m (including VAT).

 

Some of the inputs to the valuations are defined as "unobservable" by IFRS 13. As discussed in Note 2(g) above, property valuations are inherently subjective as they are made on the basis of assumptions made by the valuer. For these reasons, and consistent with EPRA's guidance, the Group has classified the valuations of its property portfolio as Level 3 as defined by IFRS 13. The methods that are applied for fair value measurements categorised within Level 3 of the fair value hierarchy is the yield methodology using market rental values capitalised with a market capitalisation rate or yield or other applicable valuation technique. There were no transfers between levels during the period. There was no capitalised interest included in investment properties during the period.

 

Information about Fair Value measurements using unobservable inputs (Level 3).

 

The fair value for each of the categories of assets is market value as defined by VPS4 of the Red Book 2014, being the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had acted knowledgeably, prudently and without compulsion. Included in the inputs for the valuations above are future development costs where applicable. The tables below show a summary of the quantitative inputs for the Fair Value determination as at 31 August 2014 and sensitivity information for each category.

 

 

Quantitative Information

 

The following information has been used in calculating the Fair Value of Investment Properties at 31 August 2014. There is no equivalent disclosure for the period ended 31 March 2014 as the Group had no Investment Properties as at that date.

 

Information on Fair Value inputs as at 31 August 2014 (unaudited)

Fair value at31 August 2014(unaudited)

Inputs

Lowest inRange

Highest inRange

€m

Office Assets

353,628

Annual Rent per € sq. ft.

€20.30

€46.00

ERV € per sq. ft.

€22.50

€45.00

Equivalent Yield

5.20%

6.12%

Long Term Vacancy Rate

0%

15%

Industrial Assets

10,100

Annual Rent per € sq. ft.

€5.12

€5.12

ERV € per sq. ft.

€3.00

€6.00

Equivalent Yield

8.13%

8.13%

Long Term Vacancy Rate

56%

56%

Residential Assets

44,000

Equivalent Yield

4.50%

4.75%

Long Term Vacancy Rate

0%

100%

Development Assets

26,500

Equivalent Yield

4.50%

6.50%

Long Term Vacancy Rate

100%

100%

 

Sensitivity Analysis

 

A decrease in the estimated rental value will decrease the Fair Value. Similarly, an increase in the equivalent yield will decrease the Fair Value. There are interrelationships between these rates as they are partially determined by market rate conditions.

 

Across the entire portfolio of investment properties, a 1% increase in equivalent yield would have the impact of a €74m reduction in Fair Value whilst a 1% decrease in equivalent yield would result in a Fair Value increase of €108m.

 

This is further analysed by property class, as follows:

 

Change in FairValue :+1% Yield€'000's

Change in FairValue : −1% YieldYield €'000's

Office Assets

(57,841)

84,596

Industrial Assets

(929)

1,190

Residential Assets

(1,380)

2,400

Development Assets

(13,940)

20,260

Total

(74,090)

108,446

9. Loans and Receivables

 

31 August 2014 (unaudited)

31 March 2014 (audited)

€000

€000

Balance at beginning of period

68,563

-

Purchases and loan advances

38,000

68,405

Loans recognised as investment properties

(39,398)

-

Loan repayments

(700)

-

Accretion of loans at effective interest rate

764

158

Balance at end of period

67,229

68,563

 

The opening loans and receivables balance consists of the loans which are part of the Dorville loan portfolio acquired in March 2014, which were secured on the Dorville Core and Non‑Core Assets as discussed in Note 2(g). Loan purchases and advances for the period consist of a loan issued to the owners of Cumberland House. The Group is in non‑exclusive discussions with the owners of Cumberland House to purchase the property directly. The Group advanced €38m by way of a six month loan secured on the property in the course of these property acquisition negotiations.

 

The Directors do not consider impairment allowances are required against these loans as they expect that the loans will be resolved at least at their carrying value due to the value of the collateral on which they are secured.

 

The loans secured on the Dorville Non‑Core Assets were acquired at a substantial discount to their nominal value reflecting their distressed state at the time of acquisition. All of the loans are either past due or are repayable on demand. None of the loans are expected to be repaid by recourse to the original borrower, although income from the underlying collateral assets is being generated. The majority of loans were the subject of a receivership when acquired and do not pay interest. As a result of these factors, no disclosures are made in relation to maturity or age analysis or interest rate risk. In the opinion of the Directors the amortised cost of the loans and receivables at 31 August 2014 and at 31 March 2014 approximates the Fair Value of the loans and receivables.

 

10. Trade and Other Receivables

 

As atAugust 2014(unaudited)

As at31 March 2014(audited)

€'000

€'000

Deposit paid on investment property

-

11,010

Amounts paid to related parties

-

366

Prepayments

840

110

VAT refundable

102

161

942

11,647

11. Loans And Advances From Banks

 

As atAugust 2014(unaudited)

As at31 March 2014(audited)

€'000

€'000

Loans and advances from banks

5,000

-

 

On 12 August 2014, the Company and Hibernia REIT Finance Limited signed a €100m three‑year floating rate revolving credit facility with Bank of Ireland of which €5,000,000 has been drawn down as of 31 August 2014. An arrangement fee of €500,000 was paid in relation to this facility and is accounted for as part of the effective interest on the loan. A commitment fee of 1% is payable on the undrawn balances.

First‑ranking security for the Revolving Credit Facility is given by way of floating charges granted by the Company and its subsidiary, Hibernia REIT Finance Limited, over all of the Group's assets and also by way of a fixed charge granted by the Company over the shares in each of its subsidiaries as may from time to time exist.

12. Trade and Other Payables

 

As at31 August2014(unaudited)

As at31 March 2014(audited)

€'000

€'000

Amount due re investment property

51,395

-

Investment acquisition costs

2,281

Loan acquisition costs

-

500

Trade and other payables

2,613

434

56,289

934

 

The amount due re investment property relates to:

 

12.1. The balance due in relation to the acquisition of the Forum Building, €34.9m.

 

12.2. The balance due in relation to the acquisition of the 1‑6 Sir John Rogerson's Quay, €16.5m.

13. Payable due for investment properties

 

As at August 2014 (unaudited)

As at 31 March 2014(audited)

€'000

€'000

Payable due for investment property

42,620

-

 

On 16 May 2014 the Group entered into an arrangement to acquire two Grade A office buildings, Hardwicke House and Montague House in Dublin's Central Business District in a partially deferred transaction for a total consideration of approximately €61.3m (including costs). This transaction was structured as a loan transaction with the Group paying a sum of €18.25m. Under the terms of a call option and put option agreement, the Group has the right to take ownership (or can be required to take ownership) of the buildings on payment of the agreed balance and the vendor has the right to sell the property to the Group after 1 January 2016 if the Group has not already acquired it. The Company is most likely to complete the acquisition in December 2015 to comply with existing REIT rules.

14. IFRS and EPRA Net Asset Value per Share

 

As at August 2014 (unaudited)

As at 31 March 2014(audited)

€'000

€'000

Consolidated financial position net assets

Total assets

504,257

371,900

Less total liabilities

(103,909)

(934)

IFRS net asset value (NAV)

400,348

370,966

'000

'000

Number of shares in issue at period end

385,000

385,000

cent

cent

IFRS NAV, EPRA NAV, and EPRA NNNAV per share

104.0

96.4

 

As at 31 August 2014 the Group had no financial derivatives, no deferred tax liability or asset and no shares were issued other than for cash. Therefore the IFRS and EPRA Net Asset Value (NAV) calculation is the same. As IFRS NAV includes Fair Values of financial instruments and debt where applicable, EPRA Triple Net Asset Value (NNNAV) is the same as IFRS NAV.

15. Investment Manager

15.1. Investment Manager

 

The Company, pursuant to the Investment Management Agreement entered into on 27 November 2013, is managed by WK Nowlan REIT Management Limited ("The Investment Manager"). WK Nowlan REIT Management Limited is wholly owned and controlled by Nowlan Property Limited, trading as WK Nowlan Property, and Mr Frank Kenny. William Nowlan is the investment director of the Investment Manager. Frank J. Kenny is the development director of the Investment Manager. Both the Investment Manager and Nowlan Property Limited are considered related parties of the Company.

 

Investment management fees payable to the Investment Manager are set out below.

 

Through the Investment Management Agreement, the Company has access to the asset management operation of Nowlan Property Limited trading as WK Nowlan Property.

 

The Investment Management Agreement governs the provision of investment management and related services to the Company by the Investment Manager. It has an initial term of five years and will automatically continue for three consecutive year periods, unless terminated by the Company or the Investment Manager.

15.2. Investment Manager's fees

 

The base fee for each quarter is calculated by reference to following table. The fee is based on the EPRA Net Asset Value (NAV) and is the sum of the following amounts:

 

EPRA NAV:

From

To

%

€'000,000

€'000,000

0

0.250

>450

0.200

>600

0.150

Uninvested net proceeds

0.125

 

The base fee is payable quarterly in arrears except for the fee for the periods 31 March 2014 and 30 June 2014, for which an advance payment of €1,034,499 payment was made on 18 December 2013.

 

The charge for the period ended 31 August 2014 was €1,315,975 (31 March 2014: € 668,704).

 

A performance fee is also paid to the Investment Manager and is calculated 50% by reference to the return to the shareholders measured by the dividend and increase in NAV and 50% by reference to outperformance of the Reference Index, the SCSI/IPD Ireland Quarterly Property Index-All Property.

 

No performance fees or "out of pocket" expenses were paid during the period.

16. Subsequent Events

 

16.1. On 23 September 2014 the Company completed the acquisition of the property secured on the Hanover Building loan which has been recognised as an investment property in this Interim Financial Report.

 

16.2. On 30 September 2014 the Group acquired a small portfolio of loans, the BH loan portfolio, for €2.4m (€2.5m including costs). Collateral to these loans included 4 apartments (the "BH Cannon Place Apartments"), representing €1.6m of the costs of this portfolio, in the Cannon Place apartment development. It is intended that these apartments will be retained by the Group. The remaining collateral on which the BH loan portfolio is secured is comprised of the BH Non‑Core Assets. The Group has allocated €0.8m of the BH loan portfolio purchase price of €2.5m (including costs) to the BH Non‑Core Assets.

 

16.3. On 19 September 2014 the Group completed the purchase of the site at 1‑6 Sir John Rogerson's Quay.

 

Appendix II

DEFINITIONS

 

The following definitions shall apply to this announcement unless the context requires otherwise:

 

"" or "EUR" or "euro"

the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the Treaty establishing the European Community as amended;

"Admission"

admission of the New Ordinary Shares to the Official Lists and to trading on the main markets for listed securities of the London Stock Exchange and Irish Stock Exchange becoming effective in accordance with the Irish and United Kingdom Listing Rules;

"AIFMD"

Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers;

"Application Form"

the recognised application form being sent to Qualifying Non-CREST Shareholders for use in connection with the Open Offer;

"Bank of Ireland"

the Governor and Company of the Bank of Ireland;

"Business Day"

 

 

"BH Cannon Place Apartments"

a day (excluding Saturday, Sunday and public holidays) on which banks generally are open for business in the City of London and Ireland for the transaction of normal banking business;

the four apartments at Cannon Place, Herbert Road, Sandymount, Dublin 4 existing currently as underlying property collateral to the BH loan portfolio which, together with the Dorville Cannon Place Apartments, comprise the Cannon Place investment property;

"Capital Raise" or "Firm Placing and Placing and Open Offer"

the Firm Placing and Placing and Open Offer described in the Prospectus;

 

"Capital Resolutions"

Resolutions 1, 2 and 4 as set out in the Notice of EGM;

"Circular"

 

 

"Cash passing rent"

"CBRE"

the document dated on or around 10 October 2014, including a notice convening the EGM, which comprises a circular to Shareholders pursuant to the Listing Rules;

rent received from tenants;

CBRE, an unlimited private company, incorporated in Ireland on 8 December 1999 with company registration number 316570 and registered office at Connaught House, Number One, Burlington Road, Dublin 4;

"Closing Price"

the official closing price of an Ordinary Share as derived from the Daily Official List;

"Company"

Hibernia REIT p.l.c., a company incorporated under the laws of Ireland (registered under the number 531267) with its registered office at Marine House, Clanwilliam Place, Dublin 2, Ireland;

"Contracted Rent"

the rent payable by the occupants or tenants of the relevant property under leases or licences after expiry of any existing rent free periods or abatements. Contracted Rents includes rents currently payable by tenants or occupants overholding on expired leases or licenses (which may be adjusted upwards or downwards as new lease terms are agreed or determined) but exclude service charges, insurance premiums and VAT and is prior to deduction of any non-recoverable costs. Contracted Rent excludes turnover rents, mall incomes and other miscellaneous incomes;

"Credit Suisse"

Credit Suisse Securities (Europe) Limited of One Cabot Square, London E14 4QJ, United Kingdom;

"Directors"

 

"Dorville Cannon Place Apartments"

 

 

"Dorville Core Assets"

 

 

 

 

"Dorville loan portfolio"

 

 

"Dorville Non-Core Assets"

The Board of Directors of the Company namely Daniel Kitchen, Stewart Harrington, Colm Barrington Terence O'Rourke and William Nowlan

the 12 apartments at Cannon Place, Herbert Road, Sandymount, Dublin 4 existing currently as underlying property collateral to the Dorville loan portfolio which, together with the 4 BH Cannon Place Apartments, comprise the Cannon Place investment property;

three of the 16 property assets groups (namely Block 3, Wyckham Point, the Dorville Cannon Place Apartments and South Dock House) that are secured on the loans in the Dorville loan portfolio. These assets are treated as investment properties on the Group's balance sheet as at 31 August 2014 with a Fair Value of €50.4m;

the Dorville loan portfolio had a par value of €151.3m (at the time of acquisition) and was acquired by the Group in March 2014 for €67m (€68.4m including costs);

the remaining 13 asset groups over which the Dorville loan portfolio is secured comprising over 70 apartments, three houses, 12 commercial units and 26.5 acres of land, primarily in Dublin;

"Dublin Central Business District"

International Financial Services Centre, Dublin 1, Dublin 2 and Dublin 4 (Source: Jones Lang LaSalle Materials);

"EEA"

European Economic Area;

"EGM" or "Extraordinary General Meeting"

the extraordinary general meeting of the Company to be held at the Marker Hotel, Dublin 2, Ireland on 3 November 2014 at 10:00 a.m. including any adjournment thereof, and notice of which is set out at the end of the Circular;

"Enlarged Issued Share Capital"

the Existing Issued Share Capital together with the Firm Placed Shares, the Placing Shares and the Open Offer Shares;

"EPRA NAV"

the Net Asset Value adjusted to include properties and other investment interests at Fair Value and to exclude certain items not expected to crystallise in a long term investment property business model in accordance with guidelines issued by EPRA (August 2011 version only, unless otherwise agreed between the Company and the Investment Manager);

"EPRA Net Initial Yield"

 

 

 

"Existing Ordinary Shares"

"Fair Value"

annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the gross market value of the property (including gross up for estimated purchaser's costs);

the Ordinary Shares currently in issue;

the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, as defined by IFRS;

"FCA"

the Financial Conduct Authority of the United Kingdom (or its successor bodies);

"Firm Placees"

those persons with whom Firm Placed Shares are to be placed;

"Firm Placing"

the placing of the Firm Placed Shares with the Firm Placees at the Issue Price;

"Firm Placed Shares"

the 71,428,571 New Ordinary Shares which are the subject of the Firm Placing;

"Goodbody"

 

 

 

"IFRS"

"IFRS NAV"

Goodbody Corporate Finance and Goodbody Stockbrokers of Ballsbridge Park, Ballsbridge, Dublin 4 or, as the context so requires, any affiliate of either Goodbody Corporate Finance or Goodbody Stockbrokers or company within either of their groups;

International Financial Reporting Standards as adopted in the EU;

the value of the Company's assets less the value of its liabilities measured in accordance with IFRS;

"Initial Admission"

the admission of the Existing Ordinary Shares to listing on the Official Lists and to trading on the regulated market for listed securities of the Irish Stock Exchange and the main market for listed securities of the London Stock Exchange, which occurred on 11 December 2013;

"Interim Financial Report"

 

 

 

 

 

"Investment Manager"

the Group's interim financial report for the five months ended 31 August 2014 which comprises the condensed consolidated statement of comprehensive income, condensed consolidated statement of financial position, condensed consolidated cash flow statement, condensed consolidated statement of changes in equity and related Notes 1 to 16, as set out in in Appendix II of this Announcement;

W.K. Nowlan REIT Management Limited;

"IPD"

"Ireland"

Investment Property Databank Limited;

the island of Ireland excluding Northern Ireland, and the word "Irish" shall be construed accordingly;

"Irish REIT"

a REIT or the Principal Company in a Group REIT;

"Irish Sponsor"

Goodbody;

"Irish Stock Exchange" or "ISE"

the Irish Stock Exchange p.l.c., a company incorporated and registered in Ireland (registered number 233947) and whose registered office is at 28 Anglesea Street, Dublin 2;

"Issue"

the issue of the New Ordinary Shares pursuant to the Capital Raise;

"Joint Bookrunners"

Credit Suisse and Goodbody;

"Jones Lang LaSalle"

Jones Lang LaSalle of 10/11 Molesworth Street, Dublin 2;

"Last Practicable Date"

the latest practicable date prior to the publication of the Prospectus, being 6 October 2014 (unless otherwise stated);

"Listing Rules"

listing rules of the Irish Stock Exchange and/or where appropriate the listing rules made by the UK Listing Authority under section 73A of the FSMA;

"London Stock Exchange"

London Stock Exchange p.l.c., a company incorporated and registered in England and Wales (registered number 02075721) and whose registered office is at 10 Paternoster Square, London EC4M 7LS, United Kingdom;

"Management Team"

Kevin Nowlan, William Nowlan, Frank J. Kenny, Frank O'Neill, Thomas Edwards-Moss and Richard Ball who will manage the Company through the Investment Manager;

"NAMA"

"Net Asset Value" or "NAV"

National Asset Management Agency;

the measure shown in a company's balance sheet of all assets less all liabilities and is equal to the equity attributable to Shareholders in any company or group;

"Net Initial Yield on Cost"

a measure of the net income return on an asset calculated as gross income minus irrevocable costs arising on an asset expressed as a percentage of the total cost of the asset, including purchase costs;

"Net Proceeds"

the aggregate value of all of the New Ordinary Shares issued pursuant to the Capital Raise less expenses relating to the Capital Raise;

"New Ordinary Shares"

Ordinary Shares which the Company is proposing to issue pursuant to the Capital Raise;

"Notice of EGM"

the notice of Extraordinary General Meeting set out at the end of the Circular;

"Official List(s)"

the official list maintained by the Irish Stock Exchange and/or the official list of the UKLA, as the context may require;

"Open Offer"

the offer to Qualifying Shareholders constituting an invitation to apply for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Prospectus. and in the case of Qualifying Non-CREST Shareholders, the Application Form;

"Open Offer Entitlements"

an entitlement of a Qualifying Shareholder to apply for 5 Open Offer Shares for every 9 Existing Ordinary Shares held by him or her on the Record Date pursuant to the Open Offer;

"Open Offer Shares"

The 213,888,888 New Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer;

"Order"

the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;

"Ordinary Shares"

the ordinary shares of €0.10 each in the capital of the Company (which includes the Existing Ordinary Shares and the New Ordinary Shares);

"Original Net Proceeds"

the aggregate value of all of the Existing Ordinary Shares issued pursuant to the Initial Issue less expenses relating to the Initial Issue;

"Overseas Shareholders"

Shareholders who are resident in, or citizens of, or who have registered addresses in territories other than Ireland or the United Kingdom;

"Performance fee"

 

"Placing"

the performance fee payable by the Company to the Investment Manager pursuant to the REIT Investment Management Agreement;

the conditional placing of the Placing Shares at the Issue Price by Credit Suisse and Goodbody in accordance with the Placing and Open Offer Agreement;

"Placing Shares"

The 213,888,888 New Ordinary Shares which are the subject of the Placing;

"Placing and Open Offer"

the Placing and the Open Offer;

"Placing and Open Offer Agreement"

the placing and open offer agreement between the Company, the Directors, the Investment Manager, the Management Team and the Joint Bookrunners dated 9 October 2014;

"PRA"

Prudential Regulation Authority of the United Kingdom;

"Principal Company"

means the company within a group that gives a notice to the Irish Revenue under the REIT regime;

"Property Portfolio"

means the Group's portfolio of investment properties;

"Prospectus"

the document issued by the Company in relation to Admission of the New Ordinary Shares to trading on the regulated markets of the Irish Stock Exchange and the London Stock Exchange and approved under the Prospectus Directive;

"Prospectus Directive"

European Parliament and Council Directive 2003/71/EC of 4 November 2003 (and amendments thereto, including Directive 2010/73/EU);

"Qualifying Shareholders"

holders of Existing Ordinary Shares on the register of members of the Company on the Record Date, with the exception of certain Overseas Shareholders;

"Record Date"

the date on which the entitlement of Qualifying Shareholders to subscribe for Open Offer Shares will be determined by reference to the register of members of the Company, expected to be 6.00 p.m. on 6 October 2014;

"Red Book"

the Valuation - Professional Standards (January 2014) (or the version thereof current as at the relevant valuation date) of the Royal Institution of Chartered Surveyors;

"REIT"

a real estate investment trust, as defined in section 705A TCA (as inserted by section 41(c) of the Finance Act);

"Resolutions"

the resolutions as set out in the Notice of EGM, to be considered and voted on at the EGM;

"Revolving Credit Facility"

the revolving credit facility of up to €100m available to the Company pursuant to the terms of the Revolving Credit Facility Agreement;

"Revolving Credit Facility Agreement"

the agreement entered into between the Company, Hibernia REIT Finance Limited and Bank of Ireland dated 12 August 2014 relating to the Revolving Credit Facility;

"Shareholder"

a holder of Ordinary Shares in the Company;

"Sole Irish Sponsor"

Goodbody;

"Sole UK Sponsor"

Credit Suisse;

"sq. ft."

square feet;

"Stock Exchanges"

together, the Irish Stock Exchange and the London Stock Exchange;

"Total Shareholder Return"

the pre-taxation internal rate of return to an investor in the Company during the holding period of an investment (including capital gain and dividends and other distributions);

"UK Listing Authority" or "UKLA"

the FCA; when exercising its functions under Part VI of the Financial

Services and Markets Act 2000 ("FSMA");

"uncertificated" or in "uncertificated form"

the Ordinary Shares recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of an instruction issued in accordance with the rules of CREST;

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"US Securities Act"

"yield"

the US Securities Act of 1933, as amended;

a measure of income return on an asset calculated as the income arising on an asset expressed as a percentage of the total cost of the asset, including costs.

 


[1] These are targets only and not profit forecasts. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Group's expected or actual results or returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in the New Ordinary Shares.

[2] Weighted average by purchase price

[3] Figures from materials provided by Jones Lang La Salle

[4] Market segment categorisation is on the basis of primary usage or intended primary usage of the relevant properties

[5] Calculated pre-full ownership of Hardwicke House and Montague House but assuming completion of the Forum Building (notwithstanding the fact that completion of the Forum Building acquisition is not due until 7 November 2014)

[6] Calculated post-full ownership of Hardwicke House and Montague House (notwithstanding that this has not yet occurred) and assuming completion of the Forum Building (notwithstanding the fact that completion of the Forum Building acquisition is not due until 7 November 014)

[7] Reflects all assets classified as investment properties for accounting purposes, whether held directly or held as collateral on a loan owned by the Group, excluding those classified as development properties (in line with EPRA Guidance)

[8] EPRA Net Initial Yield is calculated as the annualised rental income based on the cash rents passing at the condensed statement of financial position date less non-recoverable property expenses, divided by the gross market value of the property (including gross up for estimated purchaser's costs)

[9] EPRA "Topped up" Net Initial Yield is calculated as the annualised rental income based on the cash rents passing at the condensed statement of financial position date increased to the amount of cash passing rent that will be in place after the expiration of rent-free periods and other lease incentives granted less non-recoverable property expenses, divided by the gross market value of the property (including gross up for estimated purchaser's costs)

[10] The WAULT (weighted average unexpired lease term to break or expiry) is provided to break in each case

[11] Not applicable since the Occupancy of occupied square footage divided by total square footage. The rate would be disproportionately affected by investment properties within the Property Portfolio of greater square footage but with relatively low occupancy rates (such as the Gateway site), as well as by investment properties not available for occupancy as at 31 August 2014 (including Windmill Lane site, 1-6 Sir John Rogerson's Quay, Block 3, Wyckham Point)

[12] This figure has been calculated on the basis of full ownership of Hardwicke House and Montague House and post completion of the Forum Building

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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