9th Dec 2005 07:24
Dawnay, Day Treveria PLC 09 December 2005 This announcement and the information contained herein is not for publication, distribution or release in, or into, directly or indirectly, the United States, Canada, Australia or Japan. 9 December 2005 Dawnay, Day Treveria PLC Announces Offer size and commencement of conditional dealings Dawnay, Day Treveria PLC ('Treveria' or 'the Company'), which has been formed for the purpose of investing in German commercial real estate with a focus on retail assets, today announces that, based on the Offer Price, the market capitalisation of the Company at the commencement of dealings will be approximately €411 million and that the gross proceeds of the Offer are anticipated as being €375 million, through the issue of 375 million new Ordinary Shares* at €1.00 per Ordinary Share. The Company intends to use the funds raised, together with debt funding, to acquire a property portfolio worth up to approximately €2.3 billion in the 12 to 18 months following Admission. Conditional dealings are expected to commence on the London Stock Exchange at 8.00 am today under the ticker symbol 'DTR'. It is expected that Admission will become effective, and that unconditional dealings in Ordinary Shares on the London Stock Exchange will commence at 8.00 am on 14 December 2005. An AIM admission document is expected to be published later today. Citigroup and Deutsche Bank are joint financial advisers to the Company, joint global co-ordinators and joint bookrunners to the Offer. Citigroup is acting as the nominated adviser to the Company. Offer Price €1.00 Number of Offer Shares being issued* 375.0 million Number of Ordinary Shares being issued to Dawnay, Day 35.5 million Deutschland Limited and Kynnersley Asset Management Limited Number of Ordinary Shares in issue immediately following Admission 410.5 million Estimated net proceeds receivable by the Company €360.1 million Market capitalisation following the Offer at the Offer Price €410.5 million *(before any exercise of the over-allotment option of up to 40 million shares) Background • Treveria represents an opportunity to invest in German commercial real estate, with a focus on retail assets, through an AIM traded vehicle. • Following Admission, Treveria's group will acquire a property portfolio assembled by the Dawnay, Day Group that has been valued independently by DTZ at €640 million (the 'Initial Portfolio'). The Initial Portfolio generates net rental income of approximately €40 million per annum. • In addition to the Initial Portfolio, the Dawnay, Day Group is currently in negotiations on behalf of Treveria to acquire up to a further €1.3 billion of assets. Treveria's investment criteria will focus on acquiring income producing commercial retail properties located on the high street and other primary locations in German provincial towns. The majority of tenants are typically everyday goods retailers. • The Company's objective is to generate total returns for investors through regular payment of dividends and prospective net asset value growth. The Company is targeting a payout ratio of 85% of recurring profit after tax (excluding revaluation gains and losses). • The Treveria property portfolio will be managed externally by Dawnay, Day Treveria Real Estate Asset Management Limited (the 'Asset Manager'), which will provide real estate asset management and portfolio management services to Treveria's group. The Asset Manager is a member of the Dawnay, Day Group. • Dawnay, Day Deutschland Limited, a member of Dawnay, Day Group and Kynnersley Asset Management Limited have been allotted 35.5 million of new Ordinary Shares in Treveria, and have retained certain minority interests in certain properties in the Initial Portfolio. • Treveria is a new Isle of Man incorporated property investment company. The Board of Directors is chaired by Ian Henderson, who was previously Group Chief Executive of Land Securities Group PLC. Further enquiries: Dawnay, Day Treveria 020 7834 8060 Peter Klimt Citigroup 020 7986 4000 Tim Harvey-Samuel Alex Carter Johannes Fritze Deutsche Bank 020 7545 8000 David Weaver Rishi Bhuchar Phil Cowdy Cardew Group 020 7930 0777 Tim Robertson Shan Shan Willenbrock * * * The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by Citigroup Global Markets Limited and Deutsche Bank AG London solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000. Citigroup Global Markets U.K. Equity Limited (acting as Nominated Adviser), Citigroup Global Markets Limited (acting as Joint Financial Adviser, Joint Global Coordinator and Joint Bookrunner) and Deutsche Bank AG London (acting as Joint Financial Adviser, Joint Global Coordinator and Joint Bookrunner) are acting for the Company and no one else in connection with the proposed offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the proposed offering or any other matter referred to herein. This announcement and the information contained herein is not for publication, distribution or release in, or into, directly or indirectly, the United States. This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for securities and any subscription for or purchase of, or application for, shares in the Company should only be made on the basis of information contained in the admission document to be issued today and any supplements thereto. The admission document will contain certain detailed information about Company and its management, as well as financial statements and other financial data. This announcement does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to or in the absence of registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The price and value of securities may go up as well as down. Potential investors should contact a professional adviser as to the suitability of any offering for the individual concerned. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. The contents of this announcement include statements that are, or may deemed to be 'forward-looking statements'. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'anticipates', 'expects', 'intends', 'may','will' or 'should'. They include the statement regarding the prospective aggregate dividend. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. The Company's actual results and performance may differ materially from the impression created by the forward-looking statements. The Company undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by applicable law and regulation (including the AIM Rules) Stabilisation/FSA Definitions and glossary 'Dawnay, Day Treveria PLC' A company formed for the purpose of investing in German commercial real estate. 'Admission' Admission of ordinary shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules. 'Ordinary Shares' The ordinary shares of €0.01 each in the capital of the Company. 'The Offer' The raising of funds through institutional investors. 'Dawnay, Day Group' Dawnay, Day Group comprises companies controlled by Guy Naggar and Peter Klimt. It is a property investment and financial services group whose services include corporate and structured finance, private equity and property finance, asset management, broking and securities trading. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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