9th Jul 2008 15:19
9 July 2008
Raven Russia Limited
('Raven Russia', the 'Company' or the 'Enlarged Group')
Proposed acquisition of Raven Russia's external property adviser
New Board appointments
Current trading update
Raven Russia, the AIM-listed, Guernsey-registered company focused on warehouse and logistics properties in Russia and the CIS, announces that it has entered into a conditional agreement, subject to shareholder approval, to internalise its external property adviser through the acquisition of Raven Russia Property Management Limited ("RPML") and Raven Russia Property Advisors Limited ("RPAL") from Raven Mount plc ("Raven Mount") in return for the payment of £15 million in cash and the issue of 80 million new Ordinary Shares, which in aggregate amounts to a consideration value of approximately £83.4 million1.
Glyn Hirsch, currently Executive Deputy Chairman of RPML, will join the Board of Raven Russia as Chief Executive Officer and Anton Bilton, currently Executive Chairman of RPML, will join the Board as Executive Deputy Chairman. They will also become employees of one or more Enlarged Group companies. In addition, other key managers from RPML will become employees of the Enlarged Group.
The Board believes that the benefits of the Internalisation include:
there should be significant cost savings to Raven Russia compared to the projected management fees and performance fees payable to RPML, as well as the removal of the uncertainty that the contingent payment of the performance fee presents;
the addition of Anton Bilton and Glyn Hirsch as directors of Raven Russia will supplement the skills of the Board;
the new structure will allow the Enlarged Group to operate more effectively as a fully integrated business with a simpler decision making process;
the Company will gain greater benefit from the team as the employees will focus solely on the Enlarged Group (rather than as external advisors through a management contract) and their interests will be aligned more closely with those of the Enlarged Group;
RPML has one of the leading property and property finance teams in terms of experience in Russia, with a strong network of contacts in Moscow, St Petersburg and across the regions;
the Internalisation will ensure an alignment of interests between Raven Russia's shareholders and the property investment management team, and will provide the Enlarged Group with a capable and committed management team with the ability to generate value for Shareholders through growth of the Enlarged Group's existing business and potentially by exploitation of new opportunities; and
the Internalisation will create the ability to capitalise on the significant opportunities that exist in other property asset classes and regional geographies.
The Company has received support in favour of the proposed resolutions from shareholders in Raven Russia, representing 35.5 per cent. of the existing issued Ordinary Shares, including a letter of intent from Invesco Asset Management Ltd, representing 21.3 per cent. of the existing issued Ordinary Shares.
Under the proposed terms of the Internalisation, Raven Mount has agreed that no annual performance fee will be payable for this current year, but it will continue to be paid management fees under the Property Adviser Agreement up until completion.
In order to retain and incentivise the key employees joining Raven Russia pursuant to the Internalisation, the Board is proposing to replace the existing option scheme with New Incentive Schemes. Further details are set out below.
Prior to the proposed Internalisation, Raven Mount will seek to undertake the Raven Mount Re-organisation to facilitate the receipt of the consideration by Raven Mount and its shareholders in a tax efficient manner, which is expected to complete by 21 December 2008. If the Raven Mount Re-organisation is not completed by 21 December 2008 then it has been agreed2 that Raven Russia will acquire RPML and RPAL from Raven Mount for the consideration set out above, plus, in certain circumstances, an additional £3 million in cash to partially compensate Raven Mount shareholders for the increase in potential tax liabilities that may be incurred by them as a consequence of not being able to implement the Raven Mount Re-organisation. Further details relating to the Raven Mount Re-organisation and the Internalisation are set out in the Appendix hereto.
As a result of the Internalisation and the Company no longer being an externally managed investment company, the Enlarged Group will no longer be subject to the restrictions of its formal investment strategy. Whilst the focus of the Enlarged Group's strategy will remain the investment in the development of Warehouses in the CIS, the Directors believe that there will be further potential opportunities in the property sector outside this scope, and the Enlarged Group will seek such other property opportunities, either for direct investment by entities within the Enlarged Group or for investment with co-investment partners.
The proposals are subject to, inter alia, regulatory consent by the Guernsey Financial Services Commission. A circular will be sent to the Shareholders shortly, once this consent has been obtained, convening an Extraordinary General Meeting where Shareholders will be asked to, amongst other things, approve the Internalisation, the New Incentive Schemes and the new Articles.
In addition, the Internalisation is conditional on Raven Mount shareholder approval. In this regard irrevocable undertakings to vote in favour of the shareholder resolutions to approve the proposed arrangements have been received by Raven Mount in respect of 52.8% of the issued ordinary share capital of Raven Mount. These undertakings have been given by Anton Bilton, Bim Sandhu and trusts of which they are trustees and investment companies of which they are directors respectively in respect of the shares held by those respective individuals, trusts or entities, as well as by Laxey Partners Limited in respect of certain investment funds of which it is the discretionary fund manager. The proposals are also conditional on approval from Raven Mount's banks. Further details in relation to the proposed Resolutions will be set out in the EGM Notice.
Commenting on the acquisition Richard Jewson, Chairman of Raven Russia, said:
"We are delighted to announce the Internalisation of our external property advisor and believe that this will add significant value to the shareholders of Raven Russia, both in terms of significant cost savings and increased efficiency and focus.
RPML has one of the leading property and property finance teams in Russia and has proved its ability to deliver in a marketplace that presents significant opportunities."
Ends
Further enquiries:
Raven Russia Limited
Richard Jewson, Chairman
Tel: +44 (0) 1603 757 909
Glyn Hirsch, proposed Chief Executive Officer
Tel: +44 (0) 20 7235 0422
Bell Pottinger Corporate & Financial
Tel: +44 (0) 20 7861 3232
Charles Cook
Mike Davies
Zoe Sanders
Numis Securities Limited
Tel: + 44 (0) 20 7260 1000
Nominated Adviser and Financial Adviser
Nick Westlake
Nick Harland
Corporate Broking
Rupert Krefting
Notes:
1. Based on Raven Russia's closing mid-market price of 85.5 pence on 8 July 2008 being the last business day prior to the publication of this announcement. The consideration is subject to an adjustment mechanism which is described in more detail in the Appendix of this announcement.
2. Provided certain conditions have been satisfied under the terms of the Framework Agreement.
Proposed acquisition of Raven Russia's external property adviser
New Board Appointments
Current Trading update
1 Introduction
Raven Russia has entered into a conditional agreement to internalise its external property adviser through the acquisition of both Raven Russia Property Management Limited ("RPML") and Raven Russia Property Advisors Limited ("RPAL") from Raven Mount in return for the payment of £15 million in cash and the issue of 80 million new Ordinary Shares, which in aggregate, based upon the closing share price of 85.5 pence on 8 July 2008, being the last business day prior to the publication of this announcement, amounts to a consideration value of approximately £83.4 million. This consideration is subject to adjustment primarily to take into account the accrued management fee to completion under the Property Advisory Agreement.
Prior to the proposed Internalisation, the vendor, Raven Mount, intends to undertake the Raven Mount Re-organisation to facilitate the receipt of the consideration by Raven Mount and its shareholders in a tax efficient manner. It is proposed that the Internalisation will be implemented under the terms of the Framework Agreement.
It is currently envisaged that the Raven Mount Re-organisation will be completed by no later than 21 December 2008 (the "Long Stop Date"). However, if the Raven Mount Re-organisation is not completed by the Long Stop Date (or, if earlier, is incapable of completion) then, provided certain conditions have been satisfied under the terms of the Framework Agreement, Raven Mount and the Company have agreed that Raven Mount will sell to the Company the entire issued share capital of RPML and RPAL for the consideration set out above, plus, in certain circumstances, an additional £3 million in cash to partially compensate Raven Mount shareholders for the increase in potential tax liabilities that may be incurred by Raven Mount shareholders as a consequence of not being able to implement the Raven Mount Re-organisation.
Further details of the Framework Agreement and the Raven Mount Re-organisation are set out in the Appendix.
Under the proposed terms of the Internalisation, Raven Mount has agreed that no annual performance fee will be payable for this current year, but it will continue to be paid management fees under the Property Adviser Agreement up until completion.
2 Background to and reasons for the Internalisation
When the Company was founded and admitted to trading on AIM in 2005, it was structured as a closed-ended investment company with an external property advisor (RPML), which was responsible for providing property advisory, management and development monitoring services. In consideration for these services, RPML receives an annual management fee equating to 2 per cent. of the committed gross property asset value of the Company and an annual performance fee based on total shareholder return achieved for Shareholders. RPML is a wholly-owned subsidiary of Raven Mount, a property company listed on AIM that invested £10 million in the original Raven Russia placing of July 2005. RPML undertakes the property advisory services in the UK directly and subcontracts the Russian element of the services to RPAL.
The structure was devised like many investment entities listed in the UK whose sole activity is investment. However, since the IPO, the Company has acquired through indirectly held subsidiaries (mainly joint ventures), both investment properties, producing a rental income stream, and development properties, where it has acted both as a developer and a partner providing development finance. As a result, the Board considers that the opportunities for the Company going forward can be capitalised on more effectively with a management team employed directly by the Enlarged Group.
The Board believes the benefits of the Internalisation include the matters set out below.
The Board considers that the Internalisation will ensure an alignment of interests between Shareholders and the Property Investment Management Team, and will provide the Group with a capable and committed management team with the ability to generate value for Shareholders through growth of the Company's existing business and potentially by exploitation of the opportunities further described in this announcement. The Board believes that the Team has proved its ability to deliver within the Russian Warehouse sector and expects that performance to continue for the benefit of Shareholders in what the Board considers to be a marketplace that presents significant opportunities.
It is intended that the business of the Company should continue to be controlled from Guernsey. Accordingly, in accordance with advice, it is proposed that the Articles be amended to reflect certain protocols regarding the location of and composition of board and shareholder meetings following the Internalisation.
3 Future strategy
Raven Russia's developments in regional Russia have good prospects with strong tenant demand. This tenant-led approach encourages the Company to look for sites which feed the same demand but outside Russia (e.g. Ukraine, Belarus and Kazakhstan). Whilst the focus of the Enlarged Group's strategy will remain the investment in and development of Warehouses in the CIS, the Directors believe that there will be further potential opportunities in the property sector outside this scope, and the Enlarged Group will seek such other property opportunities, either for direct investment by entities within the Enlarged Group or investment with co-investment partners.
In light of the above, and as a result of the Internalisation and the Company no longer being an externally managed investment company, the Enlarged Group will no longer be subject to the restrictions of its formal investment strategy that is set out in the AIM Admission Document and subsequent announcements, and will no longer be considered an investing company under the AIM Rules.
4 Financial Implications of the Internalisation
The principal effect of the Internalisation will be to bring into the Enlarged Group the income that would otherwise have been payable to RPML under the Property Advisory Agreement (between the Group, RPML and Raven Mount, comprising management and performance fees) and the costs of the Property Investment Management Team. The Board believes that the savings in projected management fees compared to the ongoing operating costs of the Enlarged Group post Internalisation will be significant. In addition, the savings in potential performance fees are likely to be substantial.
5 New Employment and Incentive Arrangements
On completion of the Internalisation, the Property Investment Management Team, made up of over 45 employees (including the Armbridge Secondees), will join the Enlarged Group. As part of the Internalisation, Glyn Hirsch will become Chief Executive Officer of the Company and Anton Bilton will become Executive Deputy Chairman of the Company, devoting up to 60 per cent. of his time to the Raven Russia business. Glyn and Anton will also become employees of one or more Enlarged Group companies, and the Key Managers will become employees of the Enlarged Group. In addition, Colin Smith, who is currently a senior employee of Raven Russia, will become an executive director and the chief operating officer of the Company.
The Company believes that the recruitment and retention of quality employees is vital for the growth and development of the Company and in its best interest. The Company therefore intends to adopt share incentive schemes to provide equity incentives to its employees. These share incentive schemes are intended to be put in place instead of the Existing EBT Scheme. The Existing EBT Scheme consists of an option to acquire up to 25,088,757 Ordinary Shares in the Company which was granted on 25 July 2005 to the trustee of the Existing EBT Scheme, by the Company, to be used for the benefit of the beneficiaries of the Existing EBT Scheme. It is proposed that this option over 25,088,757 Ordinary Shares will be cancelled, subject to the approval of the trustee of the Existing EBT Scheme, which the Company, together with Raven Mount, will seek to obtain before completion.
In place of the Existing EBT Scheme, it is intended that for the time being, the Company would establish two share incentive schemes. The first would be an employee retention scheme for key management below the main board level. Under this retention scheme, a new employee benefit trust ("New EBT") would be established by the Company soon after completion. The Company will fund the trustee of the New EBT with sufficient cash to enable the trustee to acquire (by subscription or purchase) 5 million Ordinary Shares in the Company. It is intended that without creating any binding obligation on the trustee of the New EBT and without presently conferring any entitlement or interest to any person, the trustee (if it agrees to accept the recommendation of the Company) would gift these ordinary shares to certain recommended employee-beneficiaries immediately following the publication of the final audited financial results of the Company for the accounting period ending on 31 December 2010, provided that the relevant employee-beneficiary remains in continued employment with the Company (or any member of the Enlarged Group) between completion and at that time. The relevant employee will be required to bear the income tax and employee national insurance contributions liabilities on receipt of the gifted shares. It is further intended that the trustee of the New EBT would be entitled to receive dividends or other distributions (in the form of cash or scrip dividend, at the discretion of the trustee) in respect of the 5 million Ordinary Shares which it will distribute to the relevant beneficiaries at the time it distributes the Ordinary Shares in the retention scheme.
The second incentive arrangement would take the form of an unapproved share option scheme over a 'share pool' of 18.5 million Ordinary Shares in the Company. It is intended that the Company would, after completion, grant unapproved options over a certain number of the shares in the 'share pool' to the employees of the Enlarged Group on a selected and discretionary basis. It is intended that the unapproved options granted immediately following completion will have an exercise price of £1.15 per share and will only be exercisable if the relevant option holder remains in continued employment with the Enlarged Group between the date of grant and the publication of the final audited financial results of the Company for the accounting period ending on 31 December 2010. All future grants of options would be performance based and have an exercise price, both to be determined by the board of the Company at the relevant date of grant. Such options would vest on the third anniversary of the date of grant (i.e. the vesting period). All options granted will remain valid for a period of 10 years from the date of grant and will not be transferable. On the exercise of the options, the option holder will be required to pay the exercise price and any income tax and employees national insurance contributions liabilities that may arise.
Instead of the grant of options under the unapproved share option scheme, the Company may provide equity incentives through other tax efficient ways on similar terms.
In addition, it is intended that under three 'stand alone' unapproved option agreements, the Company will grant three options over in aggregate circa 2.1 million shares in the Company to two Raven Mount employees and one former Raven Mount employee who were original founders of Raven Russia and who will no longer have a continuing role in Raven Russia going forward, namely Bim Sandhu, Mark Kirkland and Alan Pereira. The terms of their option grant will be the same as described in the preceding paragraph except that they will not be required to satisfy the employment condition but such options will vest on the publication of the final audited financial results of the Company for the accounting period ending on 31 December 2010.
Existing Raven Mount incentive arrangements provide for the allocation of 20 per cent. of, inter alia, the cumulative net profits arising from Raven Mount's Russian property fund management business, after certain deductions, in any year to be paid out as performance bonuses to Raven Mount executives. Such bonuses are likely to be calculated and paid by Raven Mount following the announcement of New Raven Mount's preliminary results for the financial year ending 31 December 2008. The profits generated from the disposal would form part of the bonus calculation for the financial year ending 31 December 2008. Raven Mount's executive directors are likely to be substantial beneficiaries of any such arrangements.
6 Background information on the Company and current trading
The Company was formed in July 2005 to invest in the Russian real estate market with an initial focus on the Warehouse market in the Moscow and St. Petersburg regions. The Company was admitted to AIM at that time and raised £153 million before expenses through a placing of Ordinary Shares. In April 2006, the Company raised a further £310 million before expenses through a further placing of Ordinary Shares. The Company seeks to generate an attractive rate of return for Shareholders by taking advantage of property investment opportunities in the CIS.
The Directors consider that the Russian commercial property market, in particular the Russian Warehouse market, continues to present an attractive investment opportunity due to:
the high yields available in the Russian property market relative to other European markets;
the level of excess demand for modern, high quality Warehouse space;
the practice of rental payments being predominantly denominated in US dollars.
The Company continues to expand its business in line with its plan. Construction is progressing across the Company's portfolio and it has carried out a number of lettings at a rent ahead of expectations. Inflation continues to rise in Russia and whilst this is inevitably causing construction costs to increase it is also contributing to rental increases. In addition, the rouble's strength against the dollar whilst impacting on construction costs is making the Company's dollar rents more affordable for its tenants. This is another factor helping to push rents higher.
The Company's financing plans are also continuing to progress and it has recently announced a series of new bank facilities. With US LIBOR at low levels the Company can afford to pay the increased margins required by its debt providers in these difficult times whilst maintaining its high equity returns.
As set out in the Company's financial statements, the Group's US Dollar cash funds are held in liquidity funds managed by Goldman Sachs and Credit Suisse. They are reported on a mark to market basis. The returns on these balances are unlikely to be at the same level as previously achieved. This is principally due to increased volatility in credit and financial markets and the fact that US interest rates currently average 2.62 per cent. as against an average of 5.05 per cent. in 2007. In addition, due to the current levels of market volatility, the Group has taken the decision to move from the current managed funds to lower risk but lower yielding liquidity funds and bank deposit accounts.
The Group's accounting policy allows revaluation of property assets only on completion. Given the significant number of development projects underway and the impact of construction completions and revaluations on our results, the Board intends that in the event of any project completions after the financial year end, it will publish an updated valuation statement in respect of such projects using independent external property valuations at the appropriate time. This will enable shareholders to assess the positive impact of completed projects on the annual results.
7 Dividend Policy
The Board intends to continue a progressive dividend strategy although the Directors no longer propose to be bound by any obligation to pay out 85 per cent. of the distributable profits of the Company. Dividends of 6.5 pence were paid for the full 12 months of 2007 and the Board hopes to continue to make progress towards an annual dividend of 9 pence when the current property developments are completed and income generating.
8 Related party transaction
Owing to the Property Advisory Agreement and Raven Mount's position as owner of RPML, the property manager of the Company, Raven Mount is a related party of the Company for the purposes of the AIM Rules. Therefore, the Internalisation will constitute a related party transaction for the purposes of the AIM Rules. The Directors consider, having consulted with Numis Securities, the Company's nominated adviser, that the terms of the Internalisation are fair and reasonable insofar as Shareholders are concerned.
APPENDIX
Summary of the Framework Agreement
Newco, Newco 1, Newco 2, the Company and Raven Mount have today entered into the Framework Agreement, which governs the mechanism by which Raven Mount will carry out the Raven Mount Re-organisation described below and the Company will acquire RPML (either pursuant to the Second Scheme or direct) and RPAL.
The aggregate consideration payable by Raven Russia for RPML and RPAL is £15 million and the issue of the Consideration Shares (subject to adjustment described in more detail below).
Under the terms of the Framework Agreement, Raven Mount has undertaken to use its reasonable endeavours to implement the Raven Mount Re-organisation. If the Raven Mount Re-organisation is not completed by the Long Stop Date, then Raven Russia will acquire the shares in RPML and RPAL direct, the Raven Mount Re-organisation will not take place and Raven Russia will be obliged (in certain circumstances) to pay an additional £3 million in cash to partially compensate Raven Mount shareholders as a consequence of not being able to implement the Raven Mount Re-organisation.
However, in certain circumstances the Company will acquire the shares in RPML direct and will not be obliged to pay the additional £3 million consideration. These circumstances vary depending on the reasons that the Raven Mount Re-organisation did not take place and whether Raven Mount has posted the First Scheme Document (Raven Mount has agreed to use its reasonable endeavours to post the First Scheme Document to its shareholders prior to 11 September 2008). If the First Scheme Document is not posted by 11 September 2008, then the Company shall acquire the shares in RPML and RPAL direct, but shall only be obliged to pay the additional £3 million if:
Completion of the Internalisation pursuant to the terms of the Framework Agreement is subject to a number of conditions, including Raven Russia and Raven Mount shareholder consent, the approval of Raven Mount's banks and regulatory consent by the Guernsey Finance Services Commission, which if not satisfied could result in the Framework Agreement being terminated and the Internalisation not proceeding.
Under the terms of the Framework Agreement, Raven Mount is giving certain warranties and indemnities to Raven Russia in respect of the business of RPML and RPAL. As mentioned above, there is also an accounting adjustment mechanism that will be applied at completion by reference to the net asset position of RPML and RPAL that gives Raven Mount the benefit of the unpaid management fee under the Property Advisory Agreement in the period up until completion and 50% of the fixed assets of RPML and RPAL. The Framework Agreement also contains termination rights for both Raven Mount and Raven Russia that apply in certain circumstances prior to completion. The Framework Agreement also includes restrictions on the activities of RPML and RPAL between exchange and completion and post-completion restrictive covenants, such as non-compete and non-solicitation of employees.
Summary of the Raven Mount Re-organisation
Raven Mount has undertaken to use its reasonable endeavours to implement the Raven Mount Re-organisation so as to ensure, as far as possible, that 64 million of the Consideration Shares are received directly by Raven Mount shareholders in a tax efficient manner. It is intended that the Raven Mount Re-organisation will involve the steps set out below.
Step 1
A new public limited company ("Newco") will acquire Raven Mount by way of a scheme of arrangement under Section 895 Companies Act 2006, under which the existing shares in Raven Mount are cancelled and new shares in Raven Mount issued to Newco (the "First Scheme") such that Raven Mount becomes a wholly owned subsidiary of Newco.
Step 2
Following the First Scheme becoming effective (i) Newco will issue shares to former Raven Mount shareholders in the same proportions as they hold shares in Raven Mount prior to the First Scheme becoming effective; and (ii) Raven Mount's admission to trading on AIM will be cancelled, leaving Newco as an unlisted entity.
Step 3
Raven Mount (which will then be wholly owned by Newco) will distribute its shares in RPML to Newco by way of a dividend in specie.
Step 4
After a period of 3 weeks following the First Scheme becoming effective, Newco will be placed in members' voluntary liquidation. In accordance with the procedure set out in section 110 of the Insolvency Act 1986:
Step 5
Newco 2 (which will be owned by former Raven Mount shareholders in the same proportions as they held shares in Raven Mount immediately prior to the First Scheme becoming effective) will then apply to be admitted to AIM.
Step 6
The Company will acquire Newco 1 by way of a scheme of arrangement under Section 895 Companies Act 2006 under which the existing shares in Newco 1 are cancelled and new shares issued to the Company (the "Second Scheme"). The Company will then issue 64 million new Raven Russia ordinary shares (being part of the Consideration Shares contributable to RPML) directly to the shareholders of Newco 1 (being the former shareholders of Raven Mount immediately prior to implementation of the First Scheme).
Upon the Second Scheme becoming effective, the acquisition of RPAL by the Company from Raven Mount pursuant to the terms of the Framework Agreement will also complete, and the £15 million cash and remaining 16 million of Consideration Shares will be paid to Newco 2.
DEFINITIONS
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"AIM" |
a market operated by the London Stock Exchange plc |
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"AIM Admission Document" |
the AIM admission document issued by the Company on 25 July 2005 |
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"AIM Rules" |
the rules for AIM companies and their nominated advisers published by the London Stock Exchange governing admission to and the operation of AIM |
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"Armbridge Secondees" |
the five Armbridge Consultancy Limited employees currently seconded to RPAL |
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"Articles" |
the Company's articles of association |
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"Board" or "Directors" |
the board of directors of the Company being Richard Jewson, Stephen Coe, David Moore and Christopher Sherwell, for the time being including any duly constituted committee of the Directors |
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"CIS" |
Commonwealth of Independent States |
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"Company" or "Raven Russia" |
Raven Russia Limited |
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"Consideration Shares" |
80 million Ordinary Shares to be issued as part of the consideration for the Internalisation |
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"EGM" or "Extraordinary General Meeting" |
the extraordinary general meeting of the Company to be convened pursuant to the Raven Russia Circular in connection with the Internalisation |
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"EGM Notice" |
the notice convening the EGM |
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"Enlarged Group" |
the Company and its subsidiaries after completion of the Internalisation |
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"Existing EBT Scheme" |
the scheme under which the Company granted to the trustee of the Raven Mount Employee Benefit Trust an option to acquire up to 7.5 per cent of the Company's issued share capital from time to time to incentivise RPML personnel involved in providing advice to the Group |
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"First Scheme" |
a scheme of arrangement under Part 26 of the Companies Act 2006 pursuant to which the existing shares in Raven Mount are cancelled and new shares in Raven Mount are issued to Newco such that Raven Mount becomes a wholly owned subsidiary of Newco, as described in more detail at the Appendix of this announcement. |
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"First Scheme Document" |
the circular to Raven Mount shareholders relating to the First Scheme containing, inter alia, details of the First Scheme and notices of the appropriate meetings of Raven Mount shareholders |
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"Framework Agreement" |
the agreement between the Newco, Newco 1, Newco 2, the Company and Raven Mount dated 9 July 2008 for the conditional sale and purchase of the entire issued share capital of RPAL, and the acquisition of Newco 1 pursuant to the Second Scheme |
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"Group" |
the Company, its subsidiaries and its subsidiary undertakings |
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"Internalisation" |
the acquisition by the Company of the entire issued share capital of RPML (either by the acquisition of Newco 1 following the Raven Mount Re-organisation,or by the acquisition of RPML directly) and RPAL |
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"IPO" |
the admission of the Company's Ordinary Shares to trading on AIM which became effective on 29 July 2005 |
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"Key Managers" |
Mark Sinclair, Adrian Baker and Toby Selman |
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"Long Stop Date" |
21 December 2008 (or, if earlier, the date on which certain conditions to the Framework Agreement are not met) |
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"NAV" |
net asset value |
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"Newco" |
Raven Mount Holdings Limited |
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"Newco 1" |
Russia Property Management Limited, that will, after completion of the Raven Mount Re-organisation, own the entire issued share capital of RPML |
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"Newco 2" |
Shieldwave Limited, that will, after completion of the Raven Mount Re-organisation, own the remaining business of the Raven Mount Group |
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"New Incentive Schemes" |
the employee retention scheme and the unapproved share option scheme as described in more detail at paragraph 5 of this announcement |
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"Numis Securities" |
Numis Securities Limited, the Company's nominated adviser and broker, a member of the London Stock Exchange and regulated by the Financial Services Authority |
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"Ordinary Shares" |
ordinary shares of £1.00 each in the capital of the Company |
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"Property Investment Management Team" or "Team" |
the property investment management team that works exclusively for RPML and RPAL and that is to be employed by the Company pursuant to the Internalisation |
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"Property Advisory Agreement" |
a property advisory agreement between (1) the Company and (2) RPML dated 25 July 2005, as varied by the variation agreement between (1) the Company (2) Raven Mount and (3) RPML dated 6 April 2006 |
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"Raven Mount " |
Raven Mount Plc |
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"Raven Mount Group" |
Raven Mount and its subsidiaries and its subsidiary undertakings |
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"Raven Mount Re-organisation" |
the re-organisation of the Raven Mount Group as described in more detail in the Appendix to this announcement |
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"Resolutions" |
the resolutions to be proposed at the EGM to approve the terms of the Internalisation, to approve the change to the Company's auditors, to approve the changes to the Articles, to approve the new employment and incentivisation arrangements, to approve the issue of options to Bim Sandhu, Mark Kirkland and Alan Pereira and to approve any other resolutions required to issue the Consideration Shares |
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"RPAL" |
Raven Russia Property Advisors Limited |
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"RPML" |
Raven Russia Property Management Limited |
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"Raven Russia Circular" |
the Circular to Shareholders to be posted by the Company in due course setting out further details of the proposals described in this announcement and including the EGM Notice |
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"Second Scheme" |
a scheme of arrangement under Part 26 of the Companies Act 2006 pursuant to which the Company (or a wholly owned subsidiary of the Company) will become the sole shareholder of Newco 1, as described in more detail in the Appendix of this announcement (which will in turn own the entire issued share capital of RPML) |
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"Shareholders" |
holders of existing Raven Russia Ordinary Shares |
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"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland |
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"Warehouse(s)" |
the entire spectrum of both newly-built and existing warehouse buildings, including, but not limited to, high bay logistics buildings, cold storage, industrial and manufacturing factories, light assembly, storage depots, retail warehouses, leisure boxes, multiplexes, supermarkets, exhibition centres, refineries and multi-storey warehouse buildings, any of which may have an office content |
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"$" |
US dollars, the lawful currency of the United States |
Related Shares:
RAV.LRAV.L