Issue of Equity
12 Junio 2009 - 1:00AM
UK Regulatory
TIDMDLD
RNS Number : 7968T
Deutsche Land Plc
12 June 2009
Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia, the Republic of Ireland, the Republic of South
Africa, Japan or any other jurisdiction if to do so would constitute a violation
of the relevant laws of such jurisdiction.
Deutsche Land plc
("Deutsche Land"/the "Company")
Placing and subscription of new Ordinary Shares to raise approximately GBP14.3
million (before expenses)
Deutsche Land is pleased to announce today a placing of and subscription for a
total of 119,291,009 new ordinary shares of EUR0.01 each in the capital of the
Company (the "Shares") at 12p per share raising in aggregate approximately
GBP14.3 million (around EUR16.4 million) before expenses ("the Placing").
Of the 119,291,009 shares being issued by the Company, 94,934,447 Shares,
representing 29.9% of the enlarged share capital of the Company, have been
subscribed for by Black Sea Global Properties Limited ("BSGP"). BSGP is a wholly
owned subsidiary of Rompetrol Holding S.A. ("RPH"), a company investing in a
range of asset classes including direct private equity investments and real
estate. RPH is wholly owned by Mr. Dan Costache (Dinu) Patriciu, a leading
Romanian businessman, who is the Chairman of the Board of RPH and is also the
CEO of Netherlands-based The Rompetrol Group N.V. which he founded and developed
into the second largest oil company in Romania.
Existing shareholders have subscribed for 24,356,562 Shares, including David
Maxwell, Chief Executive, and Stephen Dickinson, Chairman, who have subscribed
for 1,068,104 Shares and 337,022 Shares respectively.
The proceeds of the Placing, together with the Company's existing
cash resources, will be used to fund the Company's existing capital expenditure
programme, to provide working capital and to strengthen the financial position
of the Company and its group.
The Company has agreed to issue a further 167,493,489 Shares to BSGP at 12p per
Share, thereby increasing BSGP's holding in the Company to approximately 54.1%,
subject to the receipt of a waiver from the Takeover Panel of the obligations
that would otherwise arise on BSGP to make a general offer pursuant to Rule 9 of
the Takeover Code and the approval of the waiver by the Company's independent
shareholders at a general meeting. It is the current intention of the Directors
of Deutsche Land to recommend shareholders to vote in favour of the resolution
to approve this additional subscription.
Placing and Subscription
SP Angel Corporate Finance LLP ("SP Angel") was appointed as placing agent in
connection with the Placing. A placing agreement was entered into on 12 June
2009 (the "Placing Agreement") under which SP Angel agreed, subject to the
satisfaction of certain conditions, to use its reasonable endeavours to procure
subscribers for Shares at a placing price of 12p per Share. The Placing
Agreement contains warranties and an indemnity from the Company and warranties
from Deutsche Land Management LLP ("DLM"), the Company's investment manager, in
favour of SP Angel and Matrix Corporate Capital LLP ("Matrix"), the Company's
nominated adviser.
The Company entered into a subscription agreement with BSGP on 12 June 2009 (the
"Subscription Agreement") under which BSGP agreed, subject to the satisfaction
of certain conditions, to subscribe for 94,934,447 Shares at a subscription
price of 12p per Share. The Subscription Agreement contains warranties from the
Company and DLM in favour of BSGP. BSGP is being advised by Lazard & Co.,
Limited ("Lazard") in connection with the subscription of Shares by BSGP.
The Company has granted BSGP the right to nominate one member to the board of
directors of the Company subject to BSGP continuing to own at least 15% of the
issued share capital of the Company. BSGP has nominated Mr Obie Moore to be its
representative on the Board of Deutsche Land. Obie Moore is the Chief Executive
Officer of RPH and a director of BSGP. He served as Managing Partner of Salans'
Bucharest law office for 11 years, during which time he advised on numerous real
estate, corporate finance and private equity transactions. He was also a member
of the firm's Global Board of Directors. Before Salans, he was Managing Director
of the private equity Romanian-American Enterprise Fund.
Application has been made for all the Shares issued pursuant to the Placing to
be admitted to trading on AIM and it is expected that Admission will occur on 15
June 2009. The Placing Shares will rank pari passu in all respects with the
existing issued ordinary shares in the Company.
Taube Hodson Stonex Partners ("THS") currently holds and, following the Placing
will hold, 16.3% of the Company's voting rights. Consequently its participation
in the Placing is classified as a related party transaction for the purposes of
the AIM Rules. The Directors of the Company, having consulted with Matrix,
consider the Company's nominated adviser, that the terms of the placing to THS
are fair and reasonable insofar as the Company's shareholders are concerned.
The Chairman, Stephen Dickinson, commented:
"We are pleased to announce the successful Placing and we welcome the strong
support from BSGP. The proceeds will enable us to progress our asset development
plans and to strengthen the Company's balance sheet."
Obie Moore, BSGP's proposed board representative, commented:
"We are pleased to become Deutsche Land's largest shareholder. Subject to
shareholder approval, we will invest an additional GBP20 million in
Deutsche Land in order to strengthen the Company's balance sheet further."
+--------------------------------------------+---------------------+
| Deutsche Land plc | |
+--------------------------------------------+---------------------+
| Stephen Dickinson (Chairman) | +44 (0) 20 7647 |
| David Maxwell (Chief Executive) | 9670 |
+--------------------------------------------+---------------------+
| | |
+--------------------------------------------+---------------------+
| SP Angel Corporate Finance LLP | |
+--------------------------------------------+---------------------+
| John Mackay | +44 (0) 20 7646 |
| | 9650 |
+--------------------------------------------+---------------------+
| David Facey | |
+--------------------------------------------+---------------------+
| | |
+--------------------------------------------+---------------------+
| Matrix Corporate Capital LLP | |
+--------------------------------------------+---------------------+
| Stephen Mischler | +44 (0) 20 3206 |
| | 7203 |
+--------------------------------------------+---------------------+
| | |
+--------------------------------------------+---------------------+
| Citigate Dewe Rogerson | |
+--------------------------------------------+---------------------+
| George Cazenove | +44 (0) 20 7638 |
| Hannah Seward | 9571 |
+--------------------------------------------+---------------------+
Notices
This announcement has been issued by Deutsche Land and is the sole
responsibility of Deutsche Land.
SP Angel is acting for Deutsche Land and no-one else in connection with the
Placing. SP Angel will not be responsible to anyone other than Deutsche Land for
providing the protections afforded to its clients, nor for providing advice in
relation to the Placing or any other matter referred to in this announcement.
Lazard is acting for BSGP and no-one else in connection with the subscription of
Shares by BSGP. Lazard will not be responsible to anyone other than BSGP for
providing the protections afforded to its clients, nor for providing advice in
relation to the subscription of shares by BSGP or any other matter referred to
in this announcement.
This announcement is for information purposes only and does not constitute an
offer or an invitation or inducement to acquire or dispose of any securities or
investment advice in any jurisdiction.
This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities in the United
States, Canada, Australia, the Republic of Ireland, the Republic of South Africa
or Japan or any other jurisdiction in which such offer or solicitation is
unlawful and should not be relied upon in connection with any decision to
acquire Shares or any other securities of Deutsche Land.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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