Completion of Fundraising

RNS Number : 3645F

Globalworth Real Estate Inv Ltd

23 April 2014

 



THIS  ANNOUNCEMENT  AND  THE  INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO  OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  UNDER THE GUERNSEY PROSPECTUS RULES 2008 (THE "GUERNSEY RULES"), THE PLACING OF ORDINARY SHARES ON BEHALF OF THE COMPANY REQUIRES THAT THE COMPANY PUBLISHES A PROSPECTUS CONTAINING CERTAIN PRESCRIBED INFORMATION AND, AS REQUIRED BY THE GUERNSEY RULES, THAT DOCUMENT IS AVAILABLE ON THE COMPANY'S WEBSITE. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE COMPANY DOES NOT INTEND TO REGISTER ANY PART OF THE PLACING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

Globalworth Real Estate Investments Limited

Completion of Fundraising

Further to the announcement on 25 March 2014 in relation to its proposed capital raising, the Company is pleased to announce that it has raised €144 million.

Of the funds raised, c.€79 million has been raised by way of an equity issue of new ordinary shares of no par value in the Company ("Ordinary Shares") at 5.90 €/share. In addition, the transfer of the Company's recently signed €65 million facility from UBS to York Capital and Oak Hill Advisors has been completed.  This facility will mandatorily convert (together with fees and accrued interest thereon) to Ordinary Shares by 18 December 2014 at 5.90 €/share, which means that in due course the Company will have effectively raised a further €65 million by way of equity.

The funds raised (c.€144 million) will be partially invested for the development of projects currently owned by the Company (c.€23 million), for the acquisition (and development) of new real estate opportunities which have either been contracted or are at very advanced of negotiation (c. €56 million) and the repayment of the €65 million facility through a mandatory conversion to Ordinary Shares which is to be completed by 18 December 2014.

The subscribers include three directors of the Company who are subscribing on the same terms and at the same price as all other subscribers in this equity issue:

Mr Eli Alroy, a non-executive Director, (through A.Y.R.A.D. Investments Limited, a company wholly owned by him) and Mr Dimitris Raptis, an executive Director, (through a pension trust of which he is a sole beneficiary) have subscribed €1,350,002.6 and €300,003.20 for 228,814 and 50,848 Ordinary Shares respectively.

Mr Ioannis Papalekas, CEO, (through various companies) has subscribed €24,999,999.2 for 4,237,288 Ordinary Shares. The issue of Ordinary Shares to Mr Papalekas constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The Directors (other than Mr Papalekas), having consulted with Panmure Gordon as the Company's Nominated Adviser, consider that the terms of this transaction are fair and reasonable insofar as the shareholders are concerned. The Company has been notified that Mr Papalekas has granted a charge over these shares as security against a loan made to him.  Mr Papalekas remains the beneficial owner of all of the Ordinary Shares which are subject to the charge and retains the associated voting rights.

The resultant shareholdings of these three directors are as follows:

	Number of shares	Percentage holding
Mr Papalekas (through various companies)	22,603,792	54.3%
Mr Alroy (through A.Y.R.A.D. Investments Limited	358,814	0.86%
Dimitris Raptis	160,848[1]	0.39%

Application has been made for 13,344,919 new Ordinary Shares to be issued pursuant to the c.€79 million equity fundraising to be admitted to trading on AIM on 24 April 2014.  Following admission of these Ordinary Shares, the Company's enlarged issued share capital will comprise 41,645,126 Ordinary Shares with voting rights in the Company. This figure may be used by shareholders in the Company 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 the FCA's Disclosure and Transparency Rules.

For further information visit www.globalworth.com or contact:  

EastWest Partners (Financial Adviser)

David Hill                                                                                            Tel: [phone]

Scott Evans                                                                                         Tel: [phone]

Panmure Gordon (Nominated Adviser and Joint Broker)              Tel: [phone]

Nicola Marrin

Freddy Crossley

Cantor Fitzgerald Europe (Joint Broker)                                Tel: [phone]

Rick Thompson

David Foreman

Milbourne (Public Relations)                                                     Tel: [phone]

Tim Draper

About Globalworth:

Globalworth Real Estate Investments Limited is a real estate investment company founded by real estate investor and developer Ioannis Papalekas to take advantage of investment opportunities in Romania and the broader SEE and CEE regions. The Company is Guernsey incorporated and has been declared by the Guernsey Financial Services Commission to be a registered closed-ended collective investment scheme. The Company's shares were admitted to trading on AIM in July 2013.

The Romanian market offers an attractive real estate investment proposition in the medium-to-long term. Globalworth believes that global investor capital flows will gradually move from markets considered as "safe havens" to more peripheral markets such as Romania and the broader SEE and CEE regions in search of higher yielding investments. As a result, Romania and the broader SEE and CEE regions should, in due course, become more attractive destinations for a wide investor audience. Globalworth anticipates holding an early mover advantage in these markets and benefitting from this gradual shift in investor sentiment.

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^[1] 110,000 of these shares are held by Lenuta Limited, a company wholly owned by Mr Raptis, and the balance is held by a pension trust of which Mr Raptis is the sole beneficiary

 

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