TIDMGWI
RNS Number : 2693A
Globalworth Real Estate Inv Ltd
22 December 2017
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this information is considered to be in the public
domain.
22 December 2017
Globalworth Real Estate Investments Limited ("Globalworth" or
the "Company")
Business Update, Director Dealings & Total Voting Rights
Globalworth Real Estate Investments Limited ("Globalworth" or
the "Company") is pleased to provide an update on a number of
initiatives completed prior to year-end:
Acquisition of Bucharest Office Development Sites
Following the announcement on 27 November 2017, in which
Globalworth provided details of its next phase of potential
development projects, the Company can now announce the acquisition
of two land plots, both located in the Gara Herastrau/Barbu
Vacarescu corridor of Bucharest's new CBD, expected to complete in
Q1-2018. The first land plot is located between the Globalworth
Plaza and Green Court B assets of the Company, and is the last
remaining street facing land plot on Gara Herastrau. The second
land plot is located adjacent to the Company's Green Court complex.
The aggregate consideration for both land plots is approximately
EUR16m and combined they are anticipated to allow for the
development of approximately 40,000 sqm of commercial
(predominantly office) space, subject to relevant approvals.
Shareholding in GPRE
Globalworth, via its subsidiary Globalworth Asset Managers SRL
("GAM"), has acquired a further 3.76% shareholding in GPRE from
Griffin Netherlands II B.V. and GT Netherlands III B.V., two Dutch
entities indirectly controlled by Oaktree Capital Management Group
LLC, in an off-market trade funded from existing cash resources at
a price of PLN 5.50/share. Following this transaction, GAM's
shareholding in GPRE now stands at 71.7%. This investment is in
line with the Company's stated investment policy and, when
aggregated with the results of the completed Tender Offer announced
on 29 November 2017 and the 19 December 2017 announcement,
represents a substantial transaction pursuant to the AIM
Rules[1].
In respect of these recent business developments and the
considerable achievements of 2017, Dimitris Raptis, Deputy CEO and
Chief Investment Officer commented: "2017 has been a truly
transformational year for Globalworth. We are delighted to have had
the support of the international capital markets, having raised
nearly EUR900m of new equity and debt, thus broadening our investor
base, equity free float and our international reputation. We are
also excited by our strategic entry into Poland and the prospect of
positioning GPRE as the reference landlord and investor in the
Polish office market. We go into 2018 well placed to achieve our
objective of establishing Globalworth as the region's leading
office investor and to build on our ambition of being the partner
of choice for the wide variety of high-quality tenants in the
region."
Issue of Fee Shares
In connection with the EUR200 million equity fundraising which
was announced on 1 December 2016, the Company has now implemented
the issue of the second (and final) tranche of 1,000,000 Fee Shares
to Growthpoint Properties International Proprietary Limited ("GRT")
and 72,963 Fee Shares to certain funds and/or accounts managed by
Oak Hill Advisors (Europe), LLP and its affiliates ("Oak Hill");
and the transfer of warrants in respect of, in aggregate, 500,000
Ordinary Shares held by Zorviani Limited (a company beneficially
owned by the Company's CEO Ioannis Papalekas) under the Warrant
Agreement (as defined below) to GRT. Terms defined above shall have
the meanings given to them in the circular dated 1 December
2016.
Transfers, and Exercises, of IPO Warrants
At the time of the Company's IPO, the Warrant Agreements (as
defined in the Admission Document) were entered into with the
Company's executive directors and several of the non-executive
directors which, subject to the meeting of certain thresholds,
would entitle them to subscribe for new Ordinary Shares at certain
prices ("Ordinary Shares").
In addition to the warrant transfer between Zorviani Limited and
GRT noted above, the Company has received notice from Dimitris
Raptis, the Company's Deputy CEO and Chief Investment Officer, of
the transfer out of 30,000 Warrants; and from Zorviani Limited, the
transfer of 3,745,030 Warrants to Zakiono Limited (both of which
are companies beneficially owned by the Company's CEO, Mr
Papalekas).
The Warrant Agreements contain three thresholds of exercise
criteria, the first set of which have now been satisfied, as a
result of which the first tranche of warrants have vested. The
Company has received notices of exercise from several of the
warrant holders in respect of warrants to subscribe for the
following number of Ordinary Shares at a price of EUR 5.00 per
share:
Name of Warrant holder Number of Ordinary
Shares to be issued
("Warrant Shares")
Zakiono Limited 915,010
Dimitris Raptis 80,000
Ayrad Limited (a company
beneficially owned by Eli
Alroy, one of the Non-Executive
Directors) 260,000
GRT 500,000
Having received total subscription funds of EUR 8,775,050 from
the warrant holders listed above, the Company has now issued and
allotted 1,755,010 Warrant Shares. Following this exercise, a
further 50,000 Warrants in respect of the first tranche of warrants
are eligible to be exercised under the same terms at the Warrant
holders' discretion. As stipulated in the Warrant Agreements,
2,830,020 IPO warrants remain unvested in two further tranches.
Admission to trading on AIM
Following the above issues of Fee Shares and Warrant Shares,
application will be made for a total of 2,827,973 new Ordinary
Shares to be admitted to trading on AIM, which is expected to take
place on 2 January 2018.
Total Voting Rights
Following the above share issues, the Company's enlarged issued
share capital comprises 132,252,769 ordinary shares with voting
rights in the Company, and a further 35,713 ordinary shares held in
treasury.
The total number of ordinary shares in issue excluding shares
held as treasury shares is 132,252,769, and this is the total
number of the voting rights in the Company which may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest, or a
change in the interest, in the share capital of the Company under
Chapter 5 of the FCA's Disclosure and Transparency Rules as
reflected in the Company's articles of incorporation.
Significant Shareholdings and Directors' Dealings
Following the above share issues:
-- GRT (and its persons closely associated) has an interest in
38,679,286 ordinary shares, equivalent to 29.2 per cent of the
issued ordinary share capital;
-- Oak Hill Advisors* has an interest in 13,099,680 ordinary
shares, equivalent to 9.9 per cent of the issued ordinary share
capital;
-- Mr Papalekas has an interest in 25,129,187 ordinary shares,
equivalent to 19.0 per cent of the issued ordinary share
capital;
-- Mr Raptis has an interest in 527,834 ordinary shares,
equivalent to 0.4 per cent of the issued ordinary share
capital;
-- Mr Alroy has an interest in 698,814 ordinary shares,
equivalent to 0.5 per cent of the issued ordinary share
capital.
* Certain funds and/or accounts managed by Oak Hill Advisors
The Notification of Dealing Forms provided in accordance with
the requirements of MAR in relation to the transactions listed
above are set out below:
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person closely associated
=== =================================================================================================================
a) Name Zorviani Limited
=== ======================================================== =======================================================
2 Reason for the notification
=== =================================================================================================================
a) Position/status Person Closely Associated with Ioannis Papalekas,
Chief Executive Officer
=== ======================================================== =======================================================
b) Initial notification/Amendment Initial Notification
=== ======================================================== =======================================================
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
=== =================================================================================================================
a) Name Globalworth Real Estate Investments Limited
=== ======================================================== =======================================================
b) LEI 213800R3E823B1UBIA81
=== ======================================================== =======================================================
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
=== =================================================================================================================
a) Description of the financial instrument, type of Warrants to subscribe for ordinary shares of no par
instrument value
=== ======================================================== =======================================================
b) Nature of the transaction Transfer of warrants
=== ======================================================== =======================================================
c) Price(s) and volume(s) Price Volume
2.5 euros 500,000
=== ======================================================== =======================================================
d) Aggregated information
- Aggregated volume Not applicable
- Price
=== ======================================================== =======================================================
e) Date of the transaction 22 December 2017
=== ======================================================== =======================================================
f) Place of the transaction Outside a trading venue - Guernsey
=== ======================================================== =======================================================
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person closely associated
=== =================================================================================================================
a) Name Zorviani Limited
=== ======================================================== =======================================================
2 Reason for the notification
=== =================================================================================================================
a) Position/status Person Closely Associated with Ioannis Papalekas,
Chief Executive Officer
=== ======================================================== =======================================================
b) Initial notification/Amendment Initial Notification
=== ======================================================== =======================================================
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
=== =================================================================================================================
a) Name Globalworth Real Estate Investments Limited
=== ======================================================== =======================================================
b) LEI 213800R3E823B1UBIA81
=== ======================================================== =======================================================
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
=== =================================================================================================================
a) Description of the financial instrument, type of Warrants to subscribe for ordinary shares of no par
instrument value
=== ======================================================== =======================================================
b) Nature of the transaction Transfer of warrants
=== ======================================================== =======================================================
c) Price(s) and volume(s) Price Volume
2.5 euros 915,010
1.77 euros 1,415,010
2.65 euros 1,415,010
=== ======================================================== =======================================================
d) Aggregated information
- Aggregated volume Not applicable
- Price
=== ======================================================== =======================================================
e) Date of the transaction 22 December 2017
=== ======================================================== =======================================================
f) Place of the transaction Outside a trading venue - Guernsey
=== ======================================================== =======================================================
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person closely associated
=== =================================================================================================================
a) Name Zakiono Limited
=== ======================================================== =======================================================
2 Reason for the notification
=== =================================================================================================================
a) Position/status Person Closely Associated with Ioannis Papalekas,
Chief Executive Officer
=== ======================================================== =======================================================
b) Initial notification/Amendment Initial Notification
=== ======================================================== =======================================================
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
=== =================================================================================================================
a) Name Globalworth Real Estate Investments Limited
=== ======================================================== =======================================================
b) LEI 213800R3E823B1UBIA81
=== ======================================================== =======================================================
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
=== =================================================================================================================
a) Description of the financial instrument, type of Warrants to subscribe for ordinary shares of no par
instrument value
=== ======================================================== =======================================================
b) Nature of the transaction Exercise of warrants
=== ======================================================== =======================================================
c) Price(s) and volume(s) Price Volume
5.00 euros 915,010
=== ======================================================== =======================================================
d) Aggregated information
- Aggregated volume Not applicable
- Price
=== ======================================================== =======================================================
e) Date of the transaction 22 December 2017
=== ======================================================== =======================================================
f) Place of the transaction Outside a trading venue - Guernsey
=== ======================================================== =======================================================
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person closely associated
=== =================================================================================================================
a) Name Dimitris Raptis
=== ======================================================= ========================================================
2 Reason for the notification
=== =================================================================================================================
a) Position/status Deputy Chief Executive Officer and Chief Investment
Officer
=== ======================================================= ========================================================
b) Initial notification/Amendment Initial Notification
=== ======================================================= ========================================================
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
=== =================================================================================================================
a) Name Globalworth Real Estate Investments Limited
=== ======================================================= ========================================================
b) LEI 213800R3E823B1UBIA81
=== ======================================================= ========================================================
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
=== =================================================================================================================
a) Description of the financial instrument, type of Warrants to subscribe for ordinary shares of no par
instrument value
=== ======================================================= ========================================================
b) Nature of the transaction Transfer of warrants
=== ======================================================= ========================================================
c) Price(s) and volume(s) Price Volume
2.5 euros 30,000
=== ======================================================= ========================================================
d) Aggregated information
- Aggregated volume Not applicable
- Price
=== ======================================================= ========================================================
e) Date of the transaction 22 December 2017
=== ======================================================= ========================================================
f) Place of the transaction Outside a trading venue - Guernsey
=== ======================================================= ========================================================
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person closely associated
=== =================================================================================================================
a) Name Dimitris Raptis
=== ======================================================= ========================================================
2 Reason for the notification
=== =================================================================================================================
a) Position/status Deputy Chief Executive Officer and Chief Investment
Officer
=== ======================================================= ========================================================
b) Initial notification/Amendment Initial Notification
=== ======================================================= ========================================================
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
=== =================================================================================================================
a) Name Globalworth Real Estate Investments Limited
=== ======================================================= ========================================================
b) LEI 213800R3E823B1UBIA81
=== ======================================================= ========================================================
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
=== =================================================================================================================
a) Description of the financial instrument, type of Warrants to subscribe for ordinary shares of no par
instrument value
=== ======================================================= ========================================================
b) Nature of the transaction Exercise of warrants
=== ======================================================= ========================================================
c) Price(s) and volume(s) Price Volume
5.00 euros 80,000
=== ======================================================= ========================================================
d) Aggregated information
- Aggregated volume Not applicable
- Price
=== ======================================================= ========================================================
e) Date of the transaction 22 December 2017
=== ======================================================= ========================================================
f) Place of the transaction Outside a trading venue - Guernsey
=== ======================================================= ========================================================
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person closely associated
=== =================================================================================================================
a) Name Ayrad Limited
=== ======================================================== =======================================================
2 Reason for the notification
=== =================================================================================================================
a) Position/status Person Closely Associated with Eli Alroy,
Non-Executive Director
=== ======================================================== =======================================================
b) Initial notification/Amendment Initial Notification
=== ======================================================== =======================================================
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
=== =================================================================================================================
a) Name Globalworth Real Estate Investments Limited
=== ======================================================== =======================================================
b) LEI 213800R3E823B1UBIA81
=== ======================================================== =======================================================
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
=== =================================================================================================================
a) Description of the financial instrument, type of Warrants to subscribe for ordinary shares of no par
instrument value
=== ======================================================== =======================================================
b) Nature of the transaction Exercise of warrants
=== ======================================================== =======================================================
c) Price(s) and volume(s) Price Volume
5.00 euros 260,000
=== ======================================================== =======================================================
d) Aggregated information
- Aggregated volume Not applicable
- Price
=== ======================================================== =======================================================
e) Date of the transaction 22 December 2017
=== ======================================================== =======================================================
f) Place of the transaction Outside a trading venue - Guernsey
=== ======================================================== =======================================================
For further information visit www.globalworth.com or
contact:
Enquiries
Andrew Cox Tel: +44 20 3026 4027
Head of Investor Relations & Corporate Development
Jefferies (Joint Broker) Tel: +44 20 7029 8000
Stuart Klein
Panmure Gordon (Nominated Adviser and Joint Broker) Tel: +44 20
7886 2500
Andrew Potts
Milbourne (Public Relations) Tel: +44 7903 802545
Tim Draper
About Globalworth / Note to Editors
Globalworth is an AIM-listed real estate investment company
active in Central and Eastern Europe, and has become the leading
office investor in the Romanian real estate market. Globalworth
acquires, develops and directly manages high-quality office and
logistics/light-industrial real estate assets in prime locations,
through which it benefits from a strong rental income profile from
high quality tenants from around the globe. With approximately 70
professionals managing it, Globalworth's portfolio, as at 30
September 2017, was valued in excess of EUR1 billion, of which 90%
is in income-producing assets and over 80% in the office
sector.
Globalworth also owns approximately 72% of Griffin Premium R.E..
N.V. ("GPRE"). GPRE is a pure-play Polish real estate platform
listed on the Warsaw Stock Exchange that primarily owns
high-quality office and mixed-use assets located in Warsaw and
across a number of other major Polish cities, notably Wroclaw,
Lodz, Krakow, Gdansk and Katowice. Its portfolio comprises six
office and three mixed-use (office and retail) properties. For more
information on GPRE please refer to
http://www.griffin-premium.com/.
IMPORTANT NOTICE:
No public offer of securities is being made by virtue of this
announcement.
This announcement has been prepared for the purposes of
complying with the applicable laws and regulations of the United
Kingdom and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside of the United Kingdom.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "targets", "believes",
"estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward looking statements include all matters
that are not historical facts and involve predictions.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's business,
results of operations, financial position, liquidity, prospects,
growth or strategies and the industry in which it operates.
Forward-looking statements speak only as of the date they are made
and cannot be relied upon as a guide to future performance. Save as
required by law or regulation, the Company disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements in this announcement that may occur due
to any change in its expectations or to reflect events or
circumstances after the date of this announcement.
[1] Further information required to be disclosed pursuant to
Schedule 4 to the AIM Rules is that the profits attributable to
GPRE for the year ended 31 December 2016 were EUR14.6m, which
reflected its results in the financial year prior to its IPO in
April 2017, and the gross assets of GPRE at 30 June 2017 were
EUR569.4m.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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