24th Jan 2006 07:01
Mapeley Limited24 January 2006 Mapeley Limited NOT FOR RELEASE BEFORE 07.00 24 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 today by theCompany 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 Prices 3,669,725 New Ordinary Shares in Placing at £27.25 Mapeley (LSE: MAY) today announces the successful pricing of its placing of newordinary shares ("New Shares") ("the Placing") at a price of £27.25 per NewShare. The number of New Shares to be issued (assuming no exercise of theover-allotment option) is 3,669,725 raising gross proceeds of approximately£100.0 million. Mapeley has granted an over-allotment option to the stabilisingmanager to acquire additional New Shares representing up to 10.0 per cent. ofthe Placing at the Offer Price, which may be exercised at any time up to 22February 2006. Mapeley will receive the proceeds of the issue of the New Shares in the Placingwhich it intends to use to partially refinance an existing, fully committed,£300.0 million revolving acquisition facility, to reduce interest costs andallow it to make further acquisitions of predominantly office properties in theUnited Kingdom let to strong credit quality tenants, especially the UKGovernment. The New Shares represent approximately 14.0 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 approximately15.2 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 27 January 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. Deutsche Bank AG is acting as global co-ordinator in respect of the Placing.Deutsche Bank AG, Lehman Brothers International (Europe) and Merrill LynchInternational are acting as joint bookrunners to the Placing. Merrill LynchInternational is acting as sponsor in respect of the Placing. 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 23.0 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 use the proceeds of the Placing to partially refinance oneof its four existing debt finance facilities shortly after admission, reducingthe Group's costs in servicing its debt. In addition, subject to the receipt ofcertain consents from the Department, it is intended that the Governmentportfolio will be refinanced. It should be noted, however, that the Group plansto incur breakage and other costs in the financial year ending 31 December 2006in connection with this refinancing. Commenting on the Placing, Jamie Hopkins, Mapeley's chief executive, said: "We have been encouraged by the positive response that we have seen frominstitutional investors during the marketing of this Placing. Being able toplace 3,669,725 new ordinary shares at a price of £27.25 per share is anendorsement of our performance to date and we intend to use the proceeds tocontinue the development of the business". 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. In connection with the Placing, Deutsche Bank, as stabilising manager, may, forstabilisation purposes, over-allot new ordinary shares up to a maximum of 15.0per cent. of the total number of shares comprised in the Placing. For thepurposes of allowing Deutsche Bank to cover short positions resulting from anysuch over-allotments and/or from sales of shares effected by it during thestabilising period, the Company has granted it an option pursuant to whichDeutsche Bank may require the Company to issue additional shares up to a maximumof 10.0 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 Deutsche Bank, 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, Deutsche Bank, 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. Deutsche Bank 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 from 24 January up to and including 22 February 2006. 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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