TIDMDLD
RNS Number : 6511Z
Black Sea Global Properties Limited
25 September 2009
Not for release, publication or distribution in or into the United States of
America, Canada, Australia, the Republic of South Africa or Japan or any other
jurisdiction where to do the same would constitute a violation of the relevant
laws of such jurisdiction
25 September 2009
BLACK SEA GLOBAL PROPERTIES LIMITED and
DEUTSCHE LAND PLC
INCREASED AND RECOMMENDED MANDATORY CASH OFFER
by
BLACK SEA GLOBAL PROPERTIES LIMITED
for
DEUTSCHE LAND PLC
On 9 September 2009, the board of Black Sea Global Properties Limited ("BSGP")
announced, in accordance with its obligations under Rule 9 of the City Code, the
terms of a mandatory cash offer at 12 pence per share for the entire issued and
to be issued ordinary share capital of Deutsche Land plc ("Deutsche Land") not
already owned or otherwise contracted to be acquired by BSGP or any of its
associates (the "Offer"). The offer document relating to the Offer was posted to
Deutsche Land Shareholders on 16 September 2009.
The boards of BSGP and Deutsche Land are pleased to announce the terms of an
increased and recommended mandatory cash offer (the "Increased Offer").
Summary of the Increased Offer
·The Increased Offer will be 13 pence in cash for each ordinary share of EUR0.01
each in the capital of Deutsche Land (each a "Deutsche Land Share"), valuing the
existing issued ordinary share capital of Deutsche Land at approximately GBP43.2
million and valuing Deutsche Land at an enterprise value of approximately
GBP425.2 million including net debt of approximately GBP382.0 million.
·The Increased Offer represents a premium of approximately 18.2 per cent. to the
closing price of 11 pence per Deutsche Land Share on 8 September 2009 (being the
last dealing day prior to the commencement of the Offer Period) and a premium of
approximately 8.3 per cent. to the original Offer price of 12 pence per Deutsche
Land Share.
·The Increased Offer of 13 pence in cash for each Deutsche Land Share is final
and will not be increased.
· BSGP currently owns 106,867,809 Deutsche Land Shares, representing
approximately 32.1 per cent. of the existing issued ordinary share capital of
Deutsche Land. BSGP has procured irrevocable commitments to accept the Increased
Offer from Deutsche Land Shareholders holding, in aggregate, 77,539,767 Deutsche
Land Shares, representing approximately 23.33 per cent. of the existing issued
ordinary share capital of Deutsche Land. The irrevocable commitments to accept
the Increased Offer continue to be binding in the event of a higher offer being
made for Deutsche Land.
·Accordingly, BSGP either owns or has procured irrevocable commitments to accept
the Increased Offer for, in aggregate, 184,407,576 Deutsche Land Shares,
representing approximately 55.46 per cent. of the existing issued ordinary share
capital of Deutsche Land.
·The directors of Deutsche Land, with the exception of Obie Moore who, as a
representative of BSGP on the Board of Deutsche Land, is not considered
independent in the context of assessing the Increased Offer (the "Independent
Directors"), who have been so advised by SP Angel and Matrix, consider the terms
of the Increased Offer to be fair and reasonable. In providing their advice, SP
Angel and Matrix have taken into account the commercial assessment of the
Independent Directors.
·The Independent Directors intend to unanimously recommend that Deutsche Land
Shareholders accept the Increased Offer as the Independent Directors intend to
do in respect of their own beneficial holdings which amount to, in aggregate,
18,739,902 Deutsche Land Shares, representing approximately 5.64 per cent. of
the existing issued ordinary share capital of Deutsche Land.
·The Increased Offer remains conditional on BSGP receiving valid acceptances by
not later than 3.00 p.m. on the first closing date of the Increased Offer in
respect of such number of Deutsche Land Shares which, together with Deutsche
Land Shares acquired before or during the Offer Period, will result in BSGP and
any person acting in concert with BSGP (as defined in the City Code) holding
Deutsche Land Shares carrying more than 50 per cent. of the voting rights of
Deutsche Land.
·The Increased Offer Document setting out details of the Increased Offer will be
despatched to Deutsche Land Shareholders by BSGP as soon as is practicable.
Dinu Patriciu of BSGP commented:
"We are pleased to have secured the recommendation of the Deutsche Land board
for our increased offer. The board's support and the irrevocable undertakings we
have received ensure that we will achieve our objective of obtaining control of
the company at what we believe is a fair price for all shareholders".
Stephen Dickinson, Chairman of Deutsche Land, commented:
"The increased offer from BSGP represents in the view of the Directors fair
value for Deutsche Land Shares and offers shareholders certainty and liquidity
in a time when the outlook for real estate markets in Germany is uncertain."
Enquiries:
+-------------------------------------------------------------+-----+-----------------------------+
| Lazard & Co., Limited (Financial Adviser to BSGP) | | +44 (0) 20 7187 2000 |
| Patrick Long | | |
| Michael Bressler | | |
+-------------------------------------------------------------+-----+-----------------------------+
| | | +44 (0) 20 7710 7600 |
| Oriel Securities Limited (Broker to BSGP) | | |
| Tom Durie | | |
| Sapna Shah | | |
+-------------------------------------------------------------+-----+-----------------------------+
| Financial Dynamics (PR Adviser to BSGP) | | +44 (0) 20 7831 3113 |
| Stephanie Highett | | |
| Richard Sunderland | | |
| Rachel Drysdale | | |
+-------------------------------------------------------------+-----+-----------------------------+
| | | +44 (0) 20 7647 9650 |
| SP Angel Corporate Finance LLP (Financial Adviser and | | |
| Broker to Deutsche Land) | | |
| John Mackay | | |
| David Facey | | |
+-------------------------------------------------------------+-----+-----------------------------+
| Matrix Corporate Capital LLP (Nominated Adviser to Deutsche | | +44 (0) 20 3206 7000 |
| Land) | | |
| Stephen Mischler | | |
+-------------------------------------------------------------+-----+-----------------------------+
| | | +44 (0) 20 7638 9571 |
| Citigate Dewe Rogerson (PR adviser to Deutsche Land) | | |
| George Cazenove | | |
| Hannah Seward | | |
+-------------------------------------------------------------+-----+-----------------------------+
This summary should be read in conjunction with the full text of this
announcement.
Appendix 1 contains the sources and bases of information used in the
announcement. Appendix 2 contains definitions of certain terms used in this
announcement.
Lazard & Co., Limited ("Lazard"), which is regulated by the Financial Services
Authority, is acting for BSGP in connection with the Increased Offer and no-one
else and will not be responsible to anyone other than BSGP for providing the
protections afforded to customers of Lazard or for providing advice in relation
to the Increased Offer.
Oriel Securities Limited ("Oriel"), which is regulated by the Financial Services
Authority, is acting for BSGP in connection with the Increased Offer and no-one
else and will not be responsible to anyone other than BSGP for providing the
protections afforded to customers of Oriel or for providing advice in relation
to the Increased Offer.
SP Angel Corporate Finance LLP ("SP Angel"), which is regulated by the Financial
Services Authority, is acting for Deutsche Land in connection with the Increased
Offer and no-one else and will not be responsible to anyone other than Deutsche
Land for providing the protections afforded to customers of SP Angel or for
providing advice in relation to the Increased Offer.
Matrix Corporate Capital LLP ("Matrix"), which is regulated by the Financial
Services Authority, is acting for Deutsche Land in connection with the Increased
Offer and no-one else and will not be responsible to anyone other than Deutsche
Land for providing the protections afforded to customers of Matrix or for
providing advice in relation to the Increased Offer.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Deutsche Land, all "dealings" in any "relevant
securities" of Deutsche Land (including by means of an option in respect of, or
a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Increased Offer becomes or is declared unconditional
as to acceptances, lapses or is otherwise withdrawn or on which the "offer
period" otherwise ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an "interest"
in "relevant securities" of Deutsche Land, they will be deemed to be a single
person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Deutsche Land, by BSGP, or by any of its "associates", must be
disclosed by no later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of or derivative referenced to, securities.
Terms in quotation marks in this summary of dealing disclosure requirements are
defined in the City Code, which can also be found on the Panel's website. If you
are in any doubt as to whether or not you are required to disclose a "dealing"
under Rule 8, you should consult the Panel.
Not for release, publication or distribution in or into the United States of
America, Canada, Australia, the Republic of South Africa or Japan or any other
jurisdiction where to do the same would constitute a violation of the relevant
laws of such jurisdiction
25 September 2009
BLACK SEA GLOBAL PROPERTIES LIMITED and
DEUTSCHE LAND PLC
INCREASED AND RECOMMENDED MANDATORY CASH OFFER
by
BLACK SEA GLOBAL PROPERTIES LIMITED
for
DEUTSCHE LAND PLC
On 9 September 2009, the board of Black Sea Global Properties Limited ("BSGP")
announced, in accordance with its obligations under Rule 9 of the City Code, the
terms of a mandatory cash offer at 12 pence per ordinary share of EUR0.01 each in
the capital of Deutsche Land (each a "Deutsche Land Share") for the entire
issued and to be issued ordinary share capital of Deutsche Land plc ("Deutsche
Land") not already owned or otherwise contracted to be acquired by BSGP or any
of its associates (the "Offer"). The Original Offer Document was posted to
Deutsche Land Shareholders on 16 September 2009.
The boards of BSGP and Deutsche Land are pleased to announce the terms of an
increased and recommended mandatory cash offer (the "Increased Offer").
The Increased Offer of 13 pence in cash for each Deutsche Land Share is final
and will not be increased.
The Increased Offer values the existing issued ordinary share capital of
Deutsche Land at approximately GBP43.2 million and values Deutsche Land at an
enterprise value of approximately GBP425.2 million including net debt of
approximately GBP382.0 million.
The Increased Offer
The Increased Offer, which will be substantially on the same terms and subject
to the condition set out in the Original Offer Document, will be made on the
following basis:
+---------------------------------------------------------+--------------------------------------+
| For each Deutsche Land Share | 13p in cash |
+---------------------------------------------------------+--------------------------------------+
The Increased Offer represents a premium of approximately 18.2 per cent. to the
closing price of 11 pence per Deutsche Land Share on 8 September 2009, being the
last dealing day prior to the commencement of the Offer Period, and a premium of
approximately 8.3 per cent. to the Original Offer price of 12 pence per Deutsche
Land Share.
The Increased Offer will extend to any Deutsche Land Shares unconditionally
allotted or issued on the date the Increased Offer is made and to any further
Deutsche Land Shares unconditionally allotted or issued while the Increased
Offer remains open for acceptance (or such earlier date as BSGP may, subject to
the City Code, decide).
Recommendation
The Independent Directors, who have been so advised by SP Angel and Matrix,
consider the terms of the Increased Offer to be fair and reasonable. In
providing their advice, SP Angel and Matrix have taken into account the
commercial assessment of the Independent Directors.
The Independent Directors intend to unanimously recommend that Deutsche Land
Shareholders accept the Increased Offer as the Independent Directors intend to
do in respect of their own beneficial holdings which amount to, in aggregate,
18,739,902 Deutsche Land Shares, representing approximately 5.64 per cent. of
the existing issued ordinary share capital of Deutsche Land.
Interests in Deutsche Land Shares
On 12 June 2009, BSGP subscribed for 94,934,447 new Deutsche Land Shares,
representing 29.9 per cent. of Deutsche Land's existing issued ordinary share
capital at that time. In addition, on 9 September 2009 BSGP acquired 11,933,362
Deutsche Land Shares representing approximately 3.6 per cent. of Deutsche Land's
then issued ordinary share capital. BSGP now owns a total of 106,867,809
Deutsche Land Shares, representing approximately 32.1 per cent. of the existing
issued ordinary share capital of Deutsche Land.
Save as referred to above, neither BSGP nor, so far as BSGP is aware, any person
acting in concert with BSGP, has an interest in or right to subscribe for
relevant Deutsche Land securities, or has borrowed or lent, or has any short
position in relation to, relevant Deutsche Land securities, including any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery of any relevant Deutsche Land securities.
Neither BSGP nor, so far as BSGP is aware, any person acting in concert with
BSGP has any arrangement in relation to relevant Deutsche Land securities.
Financing of Increased Offer
The Increased Offer will be financed from BSGP's existing cash resources.
Lazard, financial adviser to BSGP, is satisfied that sufficient financial
resources are available to BSGP to satisfy the cash consideration payable to
Deutsche Land Shareholders in the event of full acceptance of the Increased
Offer.
Irrevocable Commitments
BSGP has procured irrevocable commitments to accept the Increased Offer from
Deutsche Land Shareholders holding, in aggregate, 77,539,767 Deutsche Land
Shares representing approximately 23.33 per cent. of the existing issued
ordinary share capital of Deutsche Land. An irrevocable commitment to accept
the Increased Offer has been given by David Maxwell, the chief executive officer
of Deutsche Land, in respect of 17,842,880 Deutsche Land Shares representing
approximately 5.37 per cent. of the existing issued ordinary share capital of
Deutsche Land.
Details of such irrevocable commitments are as follows:
+--------------------------------------------------+-----------------------+---------------------+
| Name of owner or controller | Number of | Percentage of |
| | relevant | existing |
| | Deutsche Land | issued Deutsche |
| | securities | Land |
| | | Shares |
| | | (approx) |
+--------------------------------------------------+-----------------------+---------------------+
| David Maxwell* | 17,842,880 | 5.37 |
+--------------------------------------------------+-----------------------+---------------------+
| Weiss Capital LLC | 22,161,957 | 6.67 |
+--------------------------------------------------+-----------------------+---------------------+
| S. W. Mitchell Capital LLP | 20,353,930 | 6.12 |
+--------------------------------------------------+-----------------------+---------------------+
| Karoo Investment Fund S.C.A. SICAV-SIF | 17,181,000 | 5.17 |
+--------------------------------------------------+-----------------------+---------------------+
* Director of Deutsche Land
The irrevocable commitments to accept the Increased Offer continue to be binding
in the event of a higher offer being made for Deutsche Land. The irrevocable
commitments are conditional on the posting of the Increased Offer Document on or
before 5 October 2009.
In addition, BSGP has procured an undertaking from each of York Investment
Master Fund, L.P., York European Opportunities Master Fund, L.P. and Permal York
Limited to use their reasonable best efforts to accept or procure acceptance of
the Increased Offer in respect of 9,260,000, 9,500,000 and 740,000 Deutsche Land
Shares respectively, representing, in aggregate, approximately 5.86 per cent. of
the existing issued ordinary share capital of Deutsche Land. Each of York
Investment Master Fund, L.P., York European Opportunities Master Fund, L.P. and
Permal York Limited has a long economic exposure to such Deutsche Land Shares
through contracts for differences.
Forward-looking statements
This document may contain "forward-looking statements" concerning the Deutsche
Land Group and the BSGP Group. Generally, the words "anticipate", "believe",
"estimate", "expect", "forecast", "intend", "may", "plan", "project", "should"
and similar expressions identify forward-looking statements. Such statements
reflect the relevant company's current views with respect to future events and
are subject to risks and uncertainties that could cause the actual results to
differ materially from those expressed in the forward-looking statements. Many
of these risks and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as changes in
general economic and business conditions, changes in currency exchange rates and
interest rates, lack of acceptance of new exchange rates and interest rates,
introduction of competing products or services, lack of acceptance of new
products or services, changes in business strategy and the behaviour of other
market participants and therefore undue reliance should not be placed on such
statements. Neither Deutsche Land nor BSGP intends or assumes any obligation to
update these forward-looking statements other than as required by law.
General
The Increased Offer will be made on substantially the same terms and is subject
to the same condition as set out in the Original Offer Document, save in respect
of the increased price to be paid by BSGP for each Deutsche Land Share.
The Increased Offer of 13 pence in cash for each Deutsche Land Share is final
and will not be increased.
The Increased Offer Document will be despatched to Deutsche Land Shareholders by
BSGP as soon as practicable.
Terms used but not defined in this announcement shall have the meaning given to
them in the announcement of the Original Offer by the board of BSGP on 9
September 2009 or in the Original Offer Document.
Lazard, which is regulated by the Financial Services Authority, is acting for
BSGP in connection with the Increased Offer and no-one else and will not be
responsible to anyone other than BSGP for providing the protections afforded to
customers of Lazard or for providing advice in relation to the Increased Offer.
Oriel, which is regulated by the Financial Services Authority, is acting for
BSGP in connection with the Increased Offer and no-one else and will not be
responsible to anyone other than BSGP for providing the protections afforded to
customers of Oriel or for providing advice in relation to the Increased Offer.
SP Angel, which is regulated by the Financial Services Authority, is acting for
Deutsche Land in connection with the Increased Offer and no-one else and will
not be responsible to anyone other than Deutsche Land for providing the
protections afforded to customers of SP Angel or for providing advice in
relation to the Increased Offer.
Matrix, which is regulated by the Financial Services Authority, is acting for
Deutsche Land in connection with the Increased Offer and no-one else and will
not be responsible to anyone other than Deutsche Land for providing the
protections afforded to customers of Matrix or for providing advice in relation
to the Increased Offer.
A copy of this announcement has been published on BSGP's website. The
announcement can be viewed at www.bsgproperties.com.
A copy of this announcement has been published on Deutsche Land's website. The
announcement can be viewed at www.deutscheland.co.im.
Overseas territories
The Increased Offer is not being made, directly or indirectly, in or into, or by
use of the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, internet, email, telex or telephone) of
interstate or foreign commerce of, or any facility of a national state or other
securities exchange of, the United States, Canada, Australia, the Republic of
South Africa or Japan or any other jurisdiction where to do the same would
constitute a violation of the relevant laws of such jurisdiction and subject to
certain exceptions cannot be accepted by any such use, means instrumentality or
facility or from within those territories. Accordingly copies of this
announcement and any related offer documentation are not being, and must not be,
mailed or otherwise distributed or sent in or into the United States, Canada,
Australia, the Republic of South Africa or Japan or any other jurisdiction where
to do the same would constitute a violation of the relevant laws of such
jurisdiction and so doing may invalidate a purported acceptance of the Increased
Offer.
Appendix 1
SOURCES OF INFORMATION AND BASES OF CALCULATIONS
Unless otherwise stated the value attributed to the existing issued and to be
issued share capital of Deutsche Land is based on 332,506,511 Deutsche Land
Shares being in issue on 24 September 2009, being the last practicable date
prior to the date of this announcement.
The indebtedness of Deutsche Land has been converted into Sterling using an
exchange rate of EUR1.1382 : GBP1.00 (being the exchange rate used in the
announcement of the Offer by the board of BSGP on 9 September 2009).
Appendix 2
FURTHER DEFINITIONS
Terms used but not defined in this announcement shall have the meaning given to
them in the announcement of the Offer by the board of BSGP on 9 September 2009
or in the Original Offer Document.
"Increased Offer" or "Offer" means the revised offer to be made by BSGP to
acquire all of the issued and to be issued Deutsche Land Shares not already
owned (or contracted to be acquired) by BSGP or its associates substantially on
the same terms and subject to the condition set out in the Original Offer
Document and the Form of Acceptance (including, where the context so requires,
any subsequent revision, variation, extension or renewal of such offer).
"Increased Offer Document" means the revised offer document to be issued by BSGP
to Deutsche Land Shareholders in respect of the Increased Offer.
"Original Offer" means the offer made by BSGP to acquire all of the issued and
to be issued Deutsche Land Shares not already owned (or contracted to be
acquired) by BSGP or its associates on the terms and subject to the condition
set out in the Original Offer Document and the Form of Acceptance.
"Original Offer Document" means the offer document posted by BSGP to Deutsche
Land Shareholders on 16 September 2009 containing an offer to acquire their
Deutsche Land Shares at a price of 12 pence per Deutsche Land Share.
"SP Angel" means SP Angel Corporate Finance LLP.
"Matrix" means Matrix Corporate Capital LLP.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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