17th Jan 2006 09:50
Mapeley Limited17 January 2006 Mapeley Limited17 January 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES, DIRECTLY OR INDIRECTLY, CANADA, AUSTRALIA OR JAPAN This announcement is an advertisement and not a prospectus and investors shouldnot subscribe for or purchase any shares referred to in this announcement excepton the basis of information in the prospectus to be published by the Company indue course in connection with the admission of the new ordinary shares in thecapital of the Company which are the subject of the Placing to the Official Listof the Financial Services Authority and to trading on London Stock Exchangeplc's main market for listed securities (the "Prospectus"). Copies of theProspectus will be available from the Company's registered office followingpublication. Mapeley Limited ("Mapeley" or the "Company") Mapeley Limited announces proposed placing of new ordinary shares to raise approximately £100 million Mapeley Limited (LSE: MAY) announces its intention to raise gross proceeds ofapproximately £100.0 million through a placing (the "Placing") of new ordinaryshares (the "New Shares") in the Company to institutional investors. The placingprice per New Share and the number of New Shares to be issued will be announcedand the Prospectus published, following an institutional bookbuilding processwhich is expected to be completed on or around 25 January 2006. Dealings in theNew Shares are expected to commence on or around 31 January 2006. Assuming the Placing raises £100.0 million, and based on the closing price of£26.80 per Share on 16 January 2006 (as derived from the daily official list ofLondon Stock Exchange plc) the number of New Shares that would be issued at thatprice would represent approximately 14.2 per cent. of the Company's enlargedordinary share capital immediately after admission of the New Shares to theOfficial List of the Financial Services Authority and to trading on London StockExchange plc's main market for listed securities. The Company will grant anover-allotment option to the stabilising manager to acquire additional NewShares representing up to 10 per cent. of the Placing at the offer price. If theover-allotment option is exercised, the New Shares issued in the placing wouldrepresent approximately 15.4 per cent. of Mapeley's enlarged ordinary sharecapital. Mapeley will receive the net proceeds of the issue of the New Shares in thePlacing which it intends to use to refinance an existing, fully committed,£300.0 million revolving acquisition facility (the "Acquisition Facility"), toreduce interest costs and allow it to make further acquisitions of predominantlyoffice properties in the United Kingdom let to strong credit quality tenants,especially the UK Government. The net proceeds of the issue of the New Shares in the Placing are estimated tobe £96.5 million after deduction of the joint bookrunners' underwritingcommissions and other estimated fees and expenses of approximately £3.5 millionpayable by the Company in connection with the Placing (assuming theover-allotment option is not exercised). Deutsche Bank AG has been appointed as global co-ordinator in respect of thePlacing. Deutsche Bank AG, Lehman Brothers International (Europe) and MerrillLynch International have been appointed as joint bookrunners to the Placing.Merrill Lynch International has been appointed sponsor in respect of thePlacing. About Mapeley - In the 9 months to 30 September 2005, the Group generated revenue and EBITDA of £245.2 million and £48.9 million, respectively (£234.8 million and £42.0 million, respectively, for the 9 months to 30 September 2004); - As at 30 September 2005, the Mapeley Group's property portfolio had a value of £1.41 billion comprising approximately 1,673 properties; - Mapeley is currently majority owned by investment funds managed by Fortress Investment Group LLC ("Fortress"). Fortress will not be acquiring any shares through the Placing; - The Company's aim is to use a sufficient proportion of its distributable earnings to enable it to meet its objective of paying a stable and growing quarterly dividend to shareholders. For the 12 months ended 31 December 2005, Mapeley declared dividends equating to 130 pence per Ordinary Share, of which 93 pence per Ordinary Share has already been paid in respect of the nine months ended 30 September 2005; - Mapeley declared on 5 January 2006 that it would pay a further interim dividend of 37 pence, in respect of the three month period to 31 December 2005, to its shareholders on the register at 13 January 2006 (representing a 23 per cent. increase in the dividend announced for the 2nd quarter of 2005). The New Shares will not carry a right to receive this dividend; - The Group has performed in line with the Board's expectations during the period since 30 September 2005 and the Board expects this to continue during the current financial year. The Directors believe that the Group's financial and trading prospects remain favourable for the current financial year, based on a strong pipeline of circa £450.0 million of new assets currently being evaluated by the Group and the Group's continuing active management of its existing portfolio; - As at end of December 2005, Mapeley's property portfolio was valued at £1.64 billion. This was made up of £529.0 million of direct property investments, £546.0 million within the Abbey portfolio, and £567.0 million within the STEPS portfolio; - During 2005 alone, Mapeley has invested £507.0 million in direct property investments. These assets are primarily let to the public sector and major corporate tenants and are otherwise in line with the Group's strategy and investment criteria. The assets acquired are expected to have a weighted average net initial yield of approximately 7.2 per cent. and an average lease term of 8.8 years; - Future acquisitions will be both individual properties on a direct basis (which is expected will typically be in unit values between £3.0 million and £50.0 million) and portfolio acquisitions at larger values; - The Group expects to refinance one of its four existing debt finance facilities shortly after admission, reducing the Group's costs in servicing its debt. In addition, subject to the receipt of certain consents from the Department, it is intended that the Government portfolio will be refinanced. It should be noted, however, that the Group plans to incur breakage and other costs in the financial year ending 31 December 2006 in connection with this refinancing. Commenting on the Placing, Jamie Hopkins, Mapeley's chief executive, said: "Since the IPO in June 2005 we have implemented our stated strategy and investedover £500 million in UK property. We have achieved an average yield of over 7per cent which has allowed us to increase the quarterly dividend payment toshareholders by over 23 per cent. in that period. This fund raising will provide us with the additional capital required tocontinue our development as a major investor in the UK commercial propertymarket, targeting commercial properties primarily let to strong credit qualitytenants either as direct investments or as part of larger portfolioinvestments". For further information please contact: MJ2 Business CommunicationsTim McCall, Tel: +44 (0)20 7491 7776 / +44 (0)7753 561 862 Deutsche Bank AGRishi Bhuchar, Tel: +44 (0)20 7545 5963 / +44 (0)7740 052 571 Merrill Lynch InternationalAndrew Osborne, Tel: +44 (0)20 7996 2629 / +44 (0)7775 771 014 Lehman BrothersNick Sanderson, Tel: +44 (0)20 7102 3887 / +44 (0)7775 825 387 This announcement has been issued by Mapeley Limited and is the soleresponsibility of Mapeley Limited. This announcement does not constitute or form part of any offer for sale orsubscription of, or any solicitation of any offer to purchase or subscribe for,ordinary shares ("Ordinary Shares") in the capital of the Company in anyjurisdiction. The offer to subscribe for new Ordinary Shares pursuant to theproposed Placing will be made solely on the basis of information that will becontained in a prospectus to be published in due course in connection with theproposed Placing. The prospectus will contain certain detailed information aboutthe Company and its management, as well as financial statements and otherfinancial data. The price and value of, and income from, shares may go down aswell as up. Persons needing advice should consult a professional adviser. Pastperformance is not a guide to future performance. The Placing is only being made available (i) in the UK and elsewhere outside theUS, to institutional investors and certain sophisticated investors in relianceon Regulation S, and (ii) in the US to qualified institutional buyers (inreliance upon Rule 144A or another exemption from, or transaction not subjectto, the registration requirements of the Securities Act). This announcement is not for release, publication or distribution, directly orindirectly, in whole or in part, in or into the United States (including itsterritories and possessions, any state of the United States and the District ofColumbia), Australia, Canada or Japan. This announcement is not an offer ofsecurities for sale into the United States or in any jurisdiction in which suchan offer or solicitation is unlawful. Ordinary Shares have not been and will notbe registered under the US Securities Act of 1933 as amended (the "SecuritiesAct"), or under any relevant securities laws of any state or other jurisdictionof the United States and may not be offered, directly or indirectly, in theUnited States, absent registration or an applicable exemption from theregistration requirements of the Securities Act and in compliance with statesecurities laws. There will be no public offer of Ordinary Shares in the UnitedStates and there will be no offering of Ordinary Shares in or into Australia,Canada or Japan or in any country, territory or possession where to do so maycontravene local securities laws or regulations. This announcement includes statements that are, or may be deemed to be,"forward-looking statements". By their nature, forward-looking statementsinvolve risks and uncertainties because they relate to events and depend oncircumstances that may or may not occur in the future. Forward-lookingstatements are not guarantees of future performance. The Mapeley Group's actualresults of operations, financial condition, liquidity, dividend policy and thedevelopment of the industries in which it operates may differ materially fromthe impression created by the forward-looking statements contained in thisannouncement. These factors include, among others: reliance by the Group onAbbey and the UK Government for a significant proportion of its income; theGroup's ability to identify and acquire suitable properties and to overcomesignificant competition; the extent to which the Group is able successfully tointegrate further portfolio acquisitions into its existing portfolio; theGroup's relatively high level of gearing; the value of the Group's propertyportfolio may fluctuate as a result of factors outside its control; a generaldownturn in the market; default by a tenant and the occurrence of void periods;and changes in tax laws or their interpretation, could affect the level ofdividends the Company is able to pay. These forward-looking statements speakonly as of the date of this document. Subject to any continuing obligationsunder the Listing Rules or the Disclosure Rules or other obligation the Companyundertakes no obligation to publicly update or review any forward-lookingstatement contained in this document, whether as a result of new information,future developments or otherwise. No statement in this announcement is intended as a profit estimate or forecast. Deutsche Bank AG, which is authorised by Bundesanstalt furFinanzdienstleistungsaufsicht and by the Financial Services Authority ("FSA")and is regulated by the FSA for the conduct of UK business, is actingexclusively for the Company and no one else in connection with the proposedPlacing and will not regard any other person (whether or not a recipient of thisannouncement) as their respective clients in relation to the Placing and willnot be responsible to anyone other than the Company for providing theprotections afforded to their respective clients or for providing advice inrelation to the proposed Placing and/or any other matter referred to in thisannouncement. Lehman Brothers International (Europe) and Merrill Lynch International areacting exclusively for the Company and no one else in connection with theproposed Placing and will not regard any other person (whether or not arecipient of this announcement) as their respective clients in relation to thePlacing and will not be responsible to anyone other than the Company forproviding the protections afforded to their respective clients or for providingadvice in relation to the proposed Placing and/or any other matter referred toin this announcement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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