Redefine agrees cash and shares deal with Igolstadt and Hamburg shopping centres
Following the announcement on 14 August of Redefine International’s proposed acquisition of three prime shopping centres in Germany, the vendors of the Ingolstadt and Hamburg shopping centres have elected to receive the consideration of approximately EUR26.2m due to them.
The deal includes EUR19.4m in cash (reflecting a discount of 8.5 per cent to the equity value) and EUR5.0m by the issue of approximately 12.5 million new ordinary shares of eight pence each, representing approximately 1.3 per cent of the current issued share capital of Redefine International.
The vendors are due to elect for either cash or shares in respect of the Berlin shopping centre on or before 30 August 2013. The consideration for the Berlin shopping centre is payable on 6 December 2013 and any cash portion can be funded using existing cash resources.
The company expects to complete the transaction on 30 August subject to fulfilling certain conditions.
Redefine International has also announced that it has raised GBP16.8m (before expenses) through a placing of 40,000,000 new ordinary shares of eight pence each in Redefine International, representing approximately 4.1 per cent of the current issued share capital of the company, at a price of 42 pence per share, of which 12,025,000 shares have been placed by the company’s brokers Investec Bank and Peel Hunt and 27,975,000 shares are being placed pursuant to an agreement between Redefine International Fund Managers Limited and the company (the “RIFML placing”).
Pursuant to the RIFML placing, Redefine Properties International Limited will acquire 20,000,000 new ordinary shares in the company, taking its aggregate shareholding in the company to 64.05 per cent from 65.46 per cent. The balance of the RIFML placing shares have been placed with institutional investors.
The net proceeds of the placing and the RIFML placing will allow the company to preserve its financial resources for further planned acquisitions as indicated in the latest interim management statement, as well as the flexibility to pursue the asset management opportunities presented by the transaction and within the existing portfolio.
The placing price represents a discount of approximately 3.17 per cent to the closing middle market price of 43.375 pence per ordinary share on 22 August 2013, being the latest date prior to this announcement.
Application will be made to the Financial Conduct Authority and to the London Stock Exchange for the placing shares, the RIFML placing shares and the consideration shares to be admitted to the premium segment of the Official List maintained by the UK Listing Authority, and to be admitted to trading by the London Stock Exchange on its main market for listed securities. It is expected that admission will become effective at 8 am on 3 September 2013 in respect of the placing shares and RIFML placing shares and on or before 3 September 2013 in respect of the consideration shares.
Greg Clarke (pictured), chairman of Redefine, says: "We are delighted to announce these placings, which strengthen our ability to pursue further near-term attractive investment opportunities. We look forward to informing the market on these and other major developments over the next few months as we progress our strategy to be a diversified income focused property company."