6th Oct 2006 07:01
Mapeley Limited06 October 2006 Mapeley Limited: Statement re Placing NOT FOR RELEASE BEFORE 07.00 6 October 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA 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 Companytoday in connection with the admission of the new ordinary shares in the capitalof the Company which are the subject of the Placing to the Official List of theFinancial Services Authority and to trading on London Stock Exchange plc's MainMarket for listed securities (the "Prospectus"). Copies of the Prospectus willbe available from the Company's registered office following publication. Mapeley Limited ("Mapeley" or the "Company") Mapeley Limited Prices 2,615,385 New Ordinary Shares in Placing at £32.50 Mapeley (LSE: MAY) today announces the successful pricing of its placing (the"Placing") of new ordinary shares ("New Shares") at a price of £32.50 per NewShare (the "Offer Price"). The number of New Shares to be issued (assuming noexercise of the over-allotment option) is 2,615,385 raising gross proceeds ofapproximately £85.0 million. Mapeley has granted an over-allotment option to thestabilising manager to acquire additional New Shares representing up to 10 percent. of the total number of New Shares to be issued in the Placing at the OfferPrice, which may be exercised at any time up to 4 November 2006. Mapeley will receive the net proceeds of the issue, which it intends to use torefinance its existing £300 million revolving loan facility. This is expected toresult in reduced interest costs for the Mapeley Group (the "Group") and alsoallow the Group to draw funds for future acquisitions of predominantly officeproperties in the United Kingdom let to strong credit quality tenants. Futureacquisitions will be both individual properties on a direct basis (which it isexpected will typically be in unit values between £3 million and £50 million)and portfolio acquisitions at larger values. The New Shares represent approximately 9 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 the London StockExchange plc's main market for listed securities. If the over-allotment optionis exercised, the New Shares issued in the Placing would represent approximately10 per cent. of Mapeley's enlarged ordinary share capital. It is expected that admission of the New Shares to the Official List of theFinancial Services Authority will become effective, and that dealings of the NewShares on the London Stock Exchange will commence, on 11 October 2006. The Prospectus relating to the Placing is expected to be submitted to theDocument Viewing Facility later today. Copies of the Prospectus will also beavailable from the Company's registered office from the date of publication. Lehman Brothers International (Europe) and Merrill Lynch International have beenappointed as joint global co-ordinators and joint bookrunners in respect of thePlacing. Lehman Brothers International (Europe) has been appointed sponsor inrespect of the Placing. Deutsche Bank AG has been appointed as co-lead managerin respect of the Placing. About Mapeley - Mapeley is a full service real estate group focused on the ownership, acquisition and management of commercial property throughout the UK; - In the 6 months to 30 June 2006, the Group generated total revenue and EBITDA of £178.8 million and £49.2 million, respectively (£161.0 million and £32.7 million, respectively, for the 6 months to 30 June 2005); - As at 30 June 2006, the Mapeley Group's property portfolio had a value of £1.84 billion comprising 1,670 properties; - 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 its shareholders. Mapeley has already paid 80 pence per ordinary share in dividends in respect of the 6 months ended 30 June 2006; - Mapeley announced on the 28th September 2006 that it will pay a dividend of 43 pence per ordinary share, for the quarter ended 30 September 2006, to its shareholders on the register as at 6 October 2006 (representing a 30 per cent. increase over the dividend paid for the third quarter of 2005, and a 5 per cent. increase in the dividend announced for the second quarter of 2006). 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 31 December 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 good pipeline of new assets to be acquired and the Group's continuing active management of its existing portfolio. In the six months ended 30 June 2006 the Group acquired 15 office properties at an aggregate cost of £190.3 million. Since 30 June 2006 the Group has also acquired six freehold and long leasehold properties for a total cost of £116.6 million; - As at 30 June 2006, Mapeley's property portfolio of 1,670 properties was valued at £1.84 billion, generating total revenue of £178.8 million over the 6 months ended on that date. Approximately 62 per cent. of the Group's revenue in the 6 months ended 30 June 2006 came from the UK Government and approximately 25 per cent. came from Abbey Group. As at 30 June 2006, 563 properties of the portfolio were freehold properties or long leaseholds with at least 20 years unexpired at the time of acquisition and with negligible or peppercorn rents, and the balance of 1,107 properties was comprised of rack rented leasehold properties; - Future acquisitions will be both individual properties on a direct basis (which will typically be in unit values between £3 million and £50 million) and portfolio acquisitions at larger values; - Shortly after Admission, the Group intends to refinance its £300 million revolving loan facility by replacing it with a new investment facility, the terms of which are yet to be agreed with prospective lenders. Commenting on the Placing, Jamie Hopkins, Mapeley's Chief Executive, said: "We have continued to perform strongly during 2006, recently announcing thesixth successive increase in our quarterly dividend - a 43% increase since ourIPO. This performance has been reflected in the excellent level of support thatwe have received from both our existing shareholders and new investors duringthe marketing of this Placing. We are delighted to have successfully completed our second placing this year.The £85 million we have raised will help us to capitalise on the opportunitieswe continue to identify to create further long term value for our shareholders." For further information please contact: Mapeley - Investor RelationsEmma Parr, Tel: +44(0)20 7788 1742 MJ2 Business CommunicationsTim McCall, Tel: +44 (0)20 7491 7776 / +44 (0)7753 561 862 Lehman BrothersNick Sanderson, Tel: +44 (0)20 7102 3887Ed Matthews, Tel: +44 (0)20 7103 7110 Merrill Lynch InternationalAndrew Fairclough, +44 (0)20 7995 0469Kirk Lindstrom, +44 (0)20 7995 1858 Deutsche Bank AGMelanie Saluja, +44 (0)20 7545 7221Situl Jobanputra, +44 (0)20 7547 6862 The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved solely for the purposes of section 21(2) (b) of the Financial Services and Markets Act 2000 by Lehman Brothers International (Europe) of 25 Bank Street, London EC14 5LE. 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. In connection with the Placing, Merrill Lynch, as stabilising manager, may, forstabilisation purposes, over-allot new ordinary shares up to a maximum of 10 percent. of the total number of shares comprised in the Placing. For the purposesof allowing Merrill Lynch to cover short positions resulting from any suchover-allotments and/or from sales of shares effected by it during thestabilising period, the Company has granted it an option pursuant to whichMerrill Lynch may require the Company to issue additional shares up to a maximumof 10 per cent. of the total number of shares comprised in the Placing at theOffer Price. The over-allotment option is exercisable in whole or in part, uponnotice by Merrill Lynch, for thirty calendar days after the date of allotment ofthe shares. Any shares issued by the Company following exercise of the overallotment option will be issued on the same terms and conditions as the sharesbeing issued in the Placing and will form a single class for all purposes withthe other shares. In connection with the Placing, Merrill Lynch, as stabilising manager, or any ofits agents, may (but will be under no obligation to), to the extent permitted byapplicable law, over-allot and effect other transactions with a view tosupporting the market price of the ordinary shares at a level higher than thatwhich might otherwise prevail in the open market. Merrill Lynch is not requiredto enter into such transactions and such transactions may be effected on anystock market, over-the-counter market or otherwise. Such stabilising measures,if commenced, may be discontinued at any time and may only be taken during theperiod beginning on the commencement of unconditional trading of the OrdinaryShares on the London Stock Exchange and ending 30 days thereafter. 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. Lehman Brothers International (Europe), Merrill Lynch International and DeutscheBank AG are acting exclusively for the Company and no one else in connection with the proposed 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. 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