Offer for Deutsche Land plc

 

TIDMDLD 
 
RNS Number : 7531Y 
Black Sea Global Properties Limited 
09 September 2009 
 

For Immediate Release 
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 
9 September 2009 
 BLACK SEA GLOBAL PROPERTIES LIMITED 
MANDATORY CASH OFFER 
for 
DEUTSCHE LAND PLC 
 
 
Black Sea Global Properties Limited ("BSGP"), an indirect wholly owned 
subsidiary of Rompetrol Holding S.A. ("RPH"), has today acquired 11,933,362 
Deutsche Land Shares, representing approximately 3.6 per cent. of the existing 
issued ordinary share capital of Deutsche Land plc ("Deutsche Land" or the 
"Company") at a price of 12 pence per Deutsche Land Share. As a result, 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. 
In accordance with its obligations under Rule 9 of the City Code, BSGP announces 
a mandatory cash offer (the "Offer") for Deutsche Land, the terms of which are 
detailed below. The Offer will be made to acquire the entire issued and to be 
issued ordinary share capital of Deutsche Land which is not already owned or 
otherwise contracted to be acquired by BSGP or any of its associates. 
Summary of the Offer 
  *  The Offer will be 12 pence in cash for each Deutsche Land Share, valuing the 
  existing issued ordinary share capital of Deutsche Land at approximately GBP39.9 
  million and valuing Deutsche Land at an enterprise value of approximately 
  GBP421.9 million including net debt of approximately GBP382.0 million. 
  *  The Offer represents a premium of approximately 9.1 per cent. to the closing 
  price of 11 pence per Deutsche Land Share on 8 September 2009, being the last 
  dealing day prior to this announcement. 
  *  The Offer is being made at the same price as the shares issued by the Company 
  via the placing in June 2009 whereby BSGP became the Company's largest 
  shareholder with 29.9 per cent. 
  *  The Offer is conditional solely on BSGP receiving valid acceptances in respect 
  of Deutsche Land Shares which, together with Deutsche Land Shares acquired 
  before or during the Offer, 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. 
  *  Following the purchase today, BSGP owns 106,867,809 Deutsche Land Shares, 
  representing approximately 32.1 per cent. of the existing issued ordinary share 
  capital of Deutsche Land. 
 
Dinu Patriciu of BSGP commented: 
"We acquired a 29.9 per cent. stake in Deutsche Land by participating in the 
Company's recent placing at 12 pence. We are now offering to buy all the shares 
in the Company at the same price. Our offer provides liquidity at a fair price 
to those shareholders who wish to sell their shares in Deutsche Land." 
Enquiries: 
+----------------------------------------------+----+----------------------+ 
| Lazard & Co., Limited (Financial Adviser to  |    | [phone] | 
| BSGP)                                        |    |                      | 
| Patrick Long                                 |    |                      | 
| Michael Bressler                             |    |                      | 
+----------------------------------------------+----+----------------------+ 
| Oriel Securities Limited (Broker to BSGP)    |    | [phone] | 
| Tom Durie                                    |    |                      | 
| Sapna Shah                                   |    |                      | 
+----------------------------------------------+----+----------------------+ 
| Financial Dynamics                           |    | [phone] | 
| Stephanie Highett                            |    |                      | 
| Richard Sunderland                           |    |                      | 
| Rachel Drysdale                              |    |                      | 
+----------------------------------------------+----+----------------------+ 
This summary should be read in conjunction with the full text of this 
announcement. 
Appendix 1 contains the condition and certain further terms to the Offer. 
Appendix 2 contains the sources and bases of information used in the 
announcement. Appendix 3 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 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 
Offer. 
Oriel Securities Limited ("Oriel"), which is regulated by the Financial Services 
Authority, is acting for BSGP in connection with the 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 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 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. 
 
 
For Immediate Release 
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 
9 September 2009 
 BLACK SEA GLOBAL PROPERTIES LIMITED 
MANDATORY CASH OFFER 
for 
DEUTSCHE LAND PLC 
 
 
Black Sea Global Properties Limited ("BSGP"), an indirect wholly owned 
subsidiary of Rompetrol Holding S.A. ("RPH"), has today acquired 11,933,362 
Deutsche Land Shares, representing approximately 3.6 per cent. of the existing 
issued ordinary share capital of Deutsche Land plc ("Deutsche Land" or the 
"Company") at a price of 12 pence per Deutsche Land Share. As a result, 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. 
In accordance with its obligations under Rule 9 of the City Code, BSGP announces 
a mandatory cash offer (the "Offer") for Deutsche Land, the terms of which are 
detailed below. The Offer will be made to acquire the entire issued and to be 
issued ordinary share capital of Deutsche Land which is not already owned or 
otherwise contracted to be acquired by BSGP or any of its associates. 
The Offer values the existing issued ordinary share capital of Deutsche Land at 
approximately GBP39.9 million and values Deutsche Land at an enterprise value of 
approximately GBP421.9 million including net debt of approximately GBP382.0 
million. 
The Offer 
The Offer, which will be subject to the condition and certain further terms 
referred to in Appendix 1 of this announcement, will be made on the following 
basis: 
+------------------------------------+------------------------------------+ 
| For each Deutsche Land Share       | 12p in cash                        | 
+------------------------------------+------------------------------------+ 
The Offer will extend, subject to the condition and certain further terms 
referred to in Appendix 1 of this announcement, to any Deutsche Land Shares 
unconditionally allotted or issued on the date the Offer is made and to any 
further Deutsche Land Shares unconditionally allotted or issued while the Offer 
remains open for acceptance (or such earlier date as BSGP may, subject to the 
City Code, decide). 
The Offer represents a premium of approximately 9.1 per cent. to the closing 
price of 11 pence per Deutsche Land Share on 8 September 2009, being the last 
dealing day prior to this announcement. 
Background to and reasons for the Offer 
In June 2009 the Company issued shares to BSGP and certain other investors at 12 
pence per share in a placing whereby BSGP became the Company's largest 
shareholder. Pursuant to the subscription agreement entered into between the 
Company and BSGP at that time, the Company agreed to issue a further 167,493,489 
unallocated shares to BSGP, subject to the receipt of a waiver from the Takeover 
Panel of the obligations which would otherwise arise on BSGP to make a general 
offer pursuant to Rule 9 of the City Code and the approval of such waiver by the 
Company's independent shareholders (the "Whitewash"). This further issue of 
shares would have taken BSGP's shareholding from 29.9 per cent. to approximately 
54.1 per cent. and raised an additional approximately GBP20 million of new 
capital for the Company. The Deutsche Land Board was supportive of the further 
issue of shares to BSGP as the additional funds were required to strengthen the 
Company's balance sheet. Following consultation by the Company and BSGP with the 
Company's largest independent shareholders, BSGP decided not to proceed with the 
Whitewash. Instead of subscribing for new shares issued by the Company at 12 
pence, BSGP is now offering to purchase existing shares from its fellow 
shareholders at the same price. 
BSGP believes that Deutsche Land remains in need of significant financial 
restructuring and ongoing portfolio management. For example, as at 30 June 2009, 
the loan to value ratio of four out of six loan facilities, representing 82 per 
cent. of the Company's borrowings, exceeded their covenants. If BSGP's offer is 
successful, BSGP may procure an equity fundraising by Deutsche Land in order to 
increase Deutsche Land's financial resources. As with the recent placing, such 
an equity fundraising may not be undertaken on a pre-emptive basis. Depending on 
the level of acceptances under the Offer, BSGP may also seek to de-list the 
Company from AIM. 
Information on Deutsche Land 
Deutsche Land is an AIM quoted company incorporated and registered in the Isle 
of Man under the Isle of Man Companies Acts 1931 to 2004 with registered number 
115673C. The Company was admitted to trading on AIM on 20 April 2006 at a price 
of 70 pence per Deutsche Land Share. 
Deutsche Land invests in German commercial real estate. Excluding the Rücker 
portfolio of properties, which was internally valued at approximately EUR11.4 
million, Deutsche Land's property portfolio was internally valued at 
approximately EUR513.3 million as at 30 June 2009. Gross debt stood at 
approximately EUR479.0 million, with net indebtedness of approximately EUR434.8 
million. 
As at 30 June 2009, the Company's portfolio, by value, comprised 60 per cent. 
office, 32 per cent. retail, 6 per cent. hotel and 2 per cent. residential. The 
occupancy rate of the commercial portfolio was approximately 91 per cent., with 
a weighted average lease length of approximately 5.3 years. 
On 12 June 2009 the Company announced a placing of, in aggregate, 119,291,009 
new Deutsche Land Shares at 12 pence per share which raised, in aggregate, 
approximately GBP14.3 million before expenses. Of the 119,291,009 new Deutsche 
Land Shares that were issued, 94,934,447 of these were subscribed for by BSGP 
making it a 29.9 per cent. shareholder in the Company. In connection with this 
investment into the Company, Obie L. Moore, a director of BSGP, was appointed to 
the Company's board. 
The unaudited results for the six month period ended 30 June 2009 were announced 
on 2 September. The results included a net asset value at 30 June 2009 of 22.6 
pence per share (compared with 54.8 pence per share at 31 December 2008). The 
unaudited results also included an emphasis of matter note in the independent 
review report from Deutsche Land's auditors, BDO Stoy Hayward LLP. This note 
relates to the loan to value covenant on the Company's loan facility of EUR326.7 
million from ABN Amro. 
On 2 September 2009, Deutsche Land announced the completion of the 
internalisation of the Company's external manager, Deutsche Land Management LLP 
(the "Manager"). The employees of the Manager have consequently become employees 
of the Company. The terms of the internalisation have resulted in the Company's 
Chief Executive Officer David Maxwell (as co-founder of the Manager) receiving 
15 million new ordinary shares in the Company. 
Information on BSGP 
BSGP is a private limited liability company incorporated on 14 November 2008 in 
the British Virgin Islands under registration number 1510557 and is a 
wholly-owned subsidiary of RPH, a Société Anonyme incorporated in Switzerland 
under registration number 13 104/1998. BSGP was originally incorporated for the 
specific purpose of acquiring Fabian Romania, a property fund which was at that 
time quoted on AIM. 
 
 
RPH was established as a Swiss-based holding company and is wholly-owned by Mr. 
Dan ("Dinu") Costache Patriciu, a Romanian citizen. Mr. Patriciu, a qualified 
architect, serves as the Chairman of the Board of RPH. Until the recent sale by 
RPH of its remaining 25 per cent. stake in Netherlands-based The Rompetrol Group 
N.V. ("TRG"), Mr. Patriciu also served as the Chief Executive Officer of TRG, 
which he had founded and had developed into a pan-European oil refiner and 
distributer and which operated the second largest oil company in Romania. In 
August 2007, RPH sold a 75 per cent. stake in TRG to KazMunaiGaz JSC ("KMG") at 
a price which implied an enterprise value of approximately US$3.6 billion. In 
June 2009 RPH sold its remaining 25 per cent. stake in TRG to KMG. Mr. Patriciu 
is a member of numerous charitable and civic boards, including the International 
Advisory Board of the Washington D.C.-based public policy institute, The 
Atlantic Council. 
On 24 December 2008, BSGP made a recommended cash offer for Fabian Romania, at 
that time an AIM-listed property fund with a portfolio with a gross asset value 
of approximately EUR138 million. The offer became wholly unconditional on 9 
January 2009. In addition to owning Fabian Romania through BSGP, RPH also owns 
approximately EUR100 million of other property in Romania including the 150,000 sq 
m mixed-use development "Smart Park" in North Bucharest. This property is held 
through a joint venture with Immorent AG, a subsidiary of Sparkassen AG. 
On 26 June 2009, BSGP made a cash offer for Rutley European Property Limited 
("REPL"), a real estate fund, incorporated in Guernsey, which owns a commercial 
property portfolio valued at GBP459.6 million as at 30 June 2009. On 10 July 
2009, following discussions with the board of REPL, BSGP made a revised, 
recommended cash offer for REPL. The offer became wholly unconditional on 24 
July 2009. BSGP currently holds 73.55 per cent. of the existing issued 
redeemable preference share capital of REPL. REPL remains listed on the Official 
List of the London Stock Exchange and the Channel Islands Stock Exchange. 
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, BSGP today acquired 11,933,362 Deutsche Land 
Shares representing approximately 3.6 per cent. of Deutsche Land's existing 
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 Offer 
The 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 Offer. 
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 formal offer document setting out details of the Offer will be despatched to 
Deutsche Land Shareholders by BSGP as soon as practicable. 
The Offer will be on the terms and subject to the condition set out herein and 
in Appendix 1 and to be set out in the Offer Document and the Form of 
Acceptance. 
Lazard, which is regulated by the Financial Services Authority, is acting for 
BSGP in connection with the 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 Offer. 
Oriel, which is regulated by the Financial Services Authority, is acting for 
BSGP in connection with the 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 Offer. 
A copy of this announcement has been published on BSGP's website. The 
announcement can be viewed at www.bsgproperties.com. 
Overseas territories 
The 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 Offer. 
  Appendix 1 
 
CONDITION AND CERTAIN FURTHER TERMS OF THE OFFER 
 
 
Except where the context otherwise requires, references in this Appendix to the 
"Offer" include any revision or extension of it. 
Condition of the Offer 
The Offer will be conditional upon valid acceptances being received (and not, 
where permitted, withdrawn) by not later than 3.00 pm on the first closing date 
of the Offer (or such later time(s) and/or date(s) as BSGP may (subject to the 
City Code) decide) in respect of such number of Deutsche Land Shares which, 
together with the Deutsche Land Shares acquired or agreed to be acquired before 
or during the Offer, will result in BSGP and any party acting in concert with 
BSGP holding Deutsche Land Shares carrying in aggregate more than 50 per cent. 
of the voting rights then normally exercisable at general meetings of 
Deutsche Land. 
For the purpose of this condition, Deutsche Land Shares which are 
unconditionally allotted or issued before the Offer becomes or is declared 
unconditional as to acceptances, whether pursuant to the exercise of conversion 
or subscription rights or otherwise, shall be deemed to carry the votes which 
they will carry upon issue. 
  Certain further terms of the Offer 
 
 
1.The Offer will comply with the City Code and will be governed by and construed 
in accordance with English law. The English courts will have exclusive 
jurisdiction for determining any matter which may arise under or in connection 
with any such contract. 
2.The Deutsche Land Shares will be acquired free from all liens, charges, 
equitable interests and encumbrances and third-party rights and together with 
all rights attaching to them, including the right to all dividends or other 
distributions declared, made or paid after the date of this announcement. 
3.The Offer will lapse if, before 3.00 pm on the first closing date or the date 
when the Offer becomes or is declared unconditional as to acceptances, whichever 
is the later, the acquisition by BSGP of Deutsche Land is either referred to the 
Competition Commission or results in the European Commission, pursuant to 
Council Regulation (EC) 139/2004, initiating proceedings under article 6(1)(c) 
or making a referral to a competent authority of the United Kingdom under 
article 9(1). 
 
Appendix 2 
 
 
 
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 9 September 2009. 
The indebtedness of Deutsche Land has been converted into Sterling using an 
exchange rate of 1.1382 EUR:GBP. 
 
 
 
 
DEFINITIONS 
The following definitions apply throughout this announcement unless the context 
requires otherwise: 
"arrangement" includes any indemnity or option arrangements, and any agreement 
or understanding, formal or informal, of whatever nature, relating to relevant 
Deutsche Land securities or relevant BSGP securities which may be an inducement 
to deal or refrain from dealing. 
"associate" shall be construed in accordance with section 988 of the Companies 
Act 2006 
"BSGP Group" means BSGP and its subsidiary undertakings. 
"City Code" means the City Code on Takeovers and Mergers. 
"Deutsche Land Group" means Deutsche Land and its subsidiary undertakings. 
"Deutsche Land Shareholders" means holders of Deutsche Land Shares. 
"Deutsche Land Shares" means the existing unconditionally allotted or issued and 
fully paid (or credited as fully paid) ordinary shares of EUR0.01 each in the 
capital of Deutsche Land and any such further shares which are unconditionally 
allotted or issued fully paid while the Offer remains open for acceptance or, 
subject to the provisions of the City Code, by such earlier date as BSGP may 
determine. 
"Fabian Romania" means Fabian Romania Limited, a company registered in Jersey 
under number 89971. 
"Form of Acceptance" means the form of acceptance and authority relating to the 
Offer to be posted to Deutsche Land Shareholders with the Offer Document. 
"Lazard" means Lazard & Co., Limited. 
"Offer" means the 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 on the terms and subject to the conditions to be set 
out in the Offer Document and the Form of Acceptance (including any subsequent 
revision, variation, extension or renewal of such offer). 
"Offer Document" means the document to be posted to Deutsche Land Shareholders 
containing the terms of and condition to the Offer. 
"Official List" means the official list of the London Stock Exchange plc. 
"Oriel" means Oriel Securities Limited. 
"Panel" means the Panel on Takeovers and Mergers. 
"relevant Deutsche Land securities" means Deutsche Land Shares, any other 
securities in the capital of Deutsche Land which carry voting rights or which 
are equity share capital, and any securities convertible into, rights to 
subscribe for, options (including traded options) in respect of and derivatives 
referenced to, any of the foregoing. 
"REPL" means Rutley European Property Limited, a company incorporated in 
Guernsey. 
"RPH" means Rompetrol Holding S.A., a Société Anonyme incorporated in 
Switzerland. 
"short position" means a short position whether conditional or absolute and 
whether in the money or otherwise including any short position under a 
derivative. 
"subsidiary" and "subsidiary undertaking" shall be construed in accordance with 
the Companies Act 2006. 
"United States" means the United States of America, its territories and 
possessions, the District of Columbia and all other areas subject to its 
jurisdiction. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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