€207 million rights issue for a balance strengthening and strategic growth
Amsterdam - During the Extraordinary Meeting of Shareholders (“EGM”) held today, the Management Board of European commercial real estate company Geneba Properties N.V. (“Geneba”), presented to its shareholders the company’s growth strategy. Core to this strategy is to improve and increase the size of the portfolio, in order to build a diversified and sizeable portfolio of logistical and light industrial properties in Northern Europe. In order to facilitate this strategy, the company is offering new shares through a rights issue up to €207 million.
At the EGM, CEO Mr. Wulf Meinel looked back on the start of Geneba and the revaluations that followed. He also elaborated on the asset management activities undertaken. In light of the current asset base and market opportunities, the management and supervisory board have concluded that the most viable strategy for Geneba is to continue to improve the portfolio and to grow it. This will help to achieve scale and diversification. The investment focus will be on logistical and light industrial properties in Germany, The Netherlands and Scandinavia. The company believes that this strategy will deliver the best results for our shareholders, tenants and lenders. In line with the original strategy, Geneba's strategic plan is to build a solid real estate company for all stakeholders in the long term.
The company's strategy is to develop its specialization on investing in commercial properties – logistical and light industrial buildings - that serve key industries of the German, Dutch and Scandinavian economies, such as car and other manufacturing, high-tech, energy, pharma, engineering and logistic industries. Management believes that the underlying economic fundamentals in these three geographies are sound and stable. Next to the asset quality, management will carefully analyze the credit strength of its tenants, the soundness of their underlying businesses, and their business outlook. The goal is to diversify the tenant base through investments in corporate real estate assets which will allow shareholders to benefit from the financial strength of the tenant base, the diversification in the portfolio base and Geneba`s pro-active asset management capabilities.
In order to facilitate the execution of this strategy, the company has launched a rights issue of 74,397,740 shares with an issue price of EUR 2.78 per share, under the conditions stated in the AFM approved rights issue prospectus of 2 December 2014. The issue price is based on the net asset value per share as per the reviewed Interim Report 30 June 2014 and adjusted for the shares to be cancelled (EUR 3.16 per share). The issue price represents a 12% discount to this valuation. Catalyst RE Coöperatief U.A. ("Catalyst Coop"), the major shareholder having approximately 42% of the shares in Geneba, has committed to exercise its rights in relation to the rights issue (on the same terms as all other shareholders) while also funding its obligations upfront in order to ensure the success of the rights issue. In addition, Catalyst Coop has also undertaken to subscribe to shares not taken up by other shareholders, subject to certain conditions. The rights issue will be used to strengthen the balance sheet by repaying outstanding debt, reducing the Loan to Value ratio. The remaining amount will be used for investment opportunities.
Geneba Properties N.V. is a European commercial real estate company, incorporated in 2013 and based in Amsterdam, the Netherlands. The company manages a property portfolio consisting of long-term leased commercial real estate in Germany, the Netherlands and the three Baltic countries.
Geneba's investment focus is on Corporate Real Estate assets which serve its tenants as operational basis. The main targets are logistical, light industrial buildings and offices in Germany, the Netherlands and Scandinavia. Geneba’s shares are traded at NPEX. Geneba is subject to the supervision of the AFM.
GENEBA HAS FILED A RIGHTS OFFERING PROSPECTUS IN THE NETHERLANDS WHICH HAS BEEN APPROVED BY THE NETHERLANDS AUTHORITY FOR THE FINANCIAL MARKETS (AFM). THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFERING OF SUCH SECURITIES AND THE PROSPECTUS CONSTITUTES A PUBLIC OFFERING OF SUCH SECURITIES ONLY IN THOSE JURISDICTIONS WHERE THEY MAY BE LAWFULLY OFFERED FOR SALE AND THEREIN ONLY BY PERSONS PERMITTED TO SELL SUCH SECURITIES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE RIGHTS AND OFFERED SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND WILL NOT BE REGISTERED WITH ANY AUTHORITY COMPETENT WITH RESPECT TO SECURITIES IN ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA. THE OFFERED SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA OR ANY TERRITORY OR POSSESSION THEREOF, OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
DETAILS OF THE RIGHTS ISSUE CAN BE FOUND IN THE PROSPECTUS, WHICH IS PUBLICLY AVAILABLE VIA WWW.GENEBA.COM AND WWW.NPEX.NL. THE INVESTORS CAN ALSO OBTAIN A PAPER COPY OF THE PROSPECTUS FREE OF CHARGE BY MAKING A REQUEST THERETO VIA IR@GENEBA.COM. BEFORE MAKING AN INVESTMENT DECISION, THE COMPLETE PROSPECTUS SHOULD BE READ FOR A FULL OVERVIEW OF THE RIGHTS ISSUE AND INVESTORS SHOULD ONLY BASE THEIR DECISIONS ON THE PROSPECTUS AS A WHOLE.