Globalworth Real Estate Inv Ltd Business Update, Shareholdings & Voting Rights (2693A)

TIDMGWI

RNS Number : 2693A

Globalworth Real Estate Inv Ltd

22 December 2017

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this information is considered to be in the public domain.

22 December 2017

Globalworth Real Estate Investments Limited ("Globalworth" or the "Company")

Business Update, Director Dealings & Total Voting Rights

Globalworth Real Estate Investments Limited ("Globalworth" or the "Company") is pleased to provide an update on a number of initiatives completed prior to year-end:

Acquisition of Bucharest Office Development Sites

Following the announcement on 27 November 2017, in which Globalworth provided details of its next phase of potential development projects, the Company can now announce the acquisition of two land plots, both located in the Gara Herastrau/Barbu Vacarescu corridor of Bucharest's new CBD, expected to complete in Q1-2018. The first land plot is located between the Globalworth Plaza and Green Court B assets of the Company, and is the last remaining street facing land plot on Gara Herastrau. The second land plot is located adjacent to the Company's Green Court complex. The aggregate consideration for both land plots is approximately EUR16m and combined they are anticipated to allow for the development of approximately 40,000 sqm of commercial (predominantly office) space, subject to relevant approvals.

Shareholding in GPRE

Globalworth, via its subsidiary Globalworth Asset Managers SRL ("GAM"), has acquired a further 3.76% shareholding in GPRE from Griffin Netherlands II B.V. and GT Netherlands III B.V., two Dutch entities indirectly controlled by Oaktree Capital Management Group LLC, in an off-market trade funded from existing cash resources at a price of PLN 5.50/share. Following this transaction, GAM's shareholding in GPRE now stands at 71.7%. This investment is in line with the Company's stated investment policy and, when aggregated with the results of the completed Tender Offer announced on 29 November 2017 and the 19 December 2017 announcement, represents a substantial transaction pursuant to the AIM Rules[1].

In respect of these recent business developments and the considerable achievements of 2017, Dimitris Raptis, Deputy CEO and Chief Investment Officer commented: "2017 has been a truly transformational year for Globalworth. We are delighted to have had the support of the international capital markets, having raised nearly EUR900m of new equity and debt, thus broadening our investor base, equity free float and our international reputation. We are also excited by our strategic entry into Poland and the prospect of positioning GPRE as the reference landlord and investor in the Polish office market. We go into 2018 well placed to achieve our objective of establishing Globalworth as the region's leading office investor and to build on our ambition of being the partner of choice for the wide variety of high-quality tenants in the region."

Issue of Fee Shares

In connection with the EUR200 million equity fundraising which was announced on 1 December 2016, the Company has now implemented the issue of the second (and final) tranche of 1,000,000 Fee Shares to Growthpoint Properties International Proprietary Limited ("GRT") and 72,963 Fee Shares to certain funds and/or accounts managed by Oak Hill Advisors (Europe), LLP and its affiliates ("Oak Hill"); and the transfer of warrants in respect of, in aggregate, 500,000 Ordinary Shares held by Zorviani Limited (a company beneficially owned by the Company's CEO Ioannis Papalekas) under the Warrant Agreement (as defined below) to GRT. Terms defined above shall have the meanings given to them in the circular dated 1 December 2016.

Transfers, and Exercises, of IPO Warrants

At the time of the Company's IPO, the Warrant Agreements (as defined in the Admission Document) were entered into with the Company's executive directors and several of the non-executive directors which, subject to the meeting of certain thresholds, would entitle them to subscribe for new Ordinary Shares at certain prices ("Ordinary Shares").

In addition to the warrant transfer between Zorviani Limited and GRT noted above, the Company has received notice from Dimitris Raptis, the Company's Deputy CEO and Chief Investment Officer, of the transfer out of 30,000 Warrants; and from Zorviani Limited, the transfer of 3,745,030 Warrants to Zakiono Limited (both of which are companies beneficially owned by the Company's CEO, Mr Papalekas).

The Warrant Agreements contain three thresholds of exercise criteria, the first set of which have now been satisfied, as a result of which the first tranche of warrants have vested. The Company has received notices of exercise from several of the warrant holders in respect of warrants to subscribe for the following number of Ordinary Shares at a price of EUR 5.00 per share:

 
Name of Warrant holder                Number of Ordinary 
                                     Shares to be issued 
                                      ("Warrant Shares") 
Zakiono Limited                                  915,010 
Dimitris Raptis                                   80,000 
Ayrad Limited (a company 
 beneficially owned by Eli 
 Alroy, one of the Non-Executive 
 Directors)                                      260,000 
GRT                                              500,000 
 

Having received total subscription funds of EUR 8,775,050 from the warrant holders listed above, the Company has now issued and allotted 1,755,010 Warrant Shares. Following this exercise, a further 50,000 Warrants in respect of the first tranche of warrants are eligible to be exercised under the same terms at the Warrant holders' discretion. As stipulated in the Warrant Agreements, 2,830,020 IPO warrants remain unvested in two further tranches.

Admission to trading on AIM

Following the above issues of Fee Shares and Warrant Shares, application will be made for a total of 2,827,973 new Ordinary Shares to be admitted to trading on AIM, which is expected to take place on 2 January 2018.

Total Voting Rights

Following the above share issues, the Company's enlarged issued share capital comprises 132,252,769 ordinary shares with voting rights in the Company, and a further 35,713 ordinary shares held in treasury.

The total number of ordinary shares in issue excluding shares held as treasury shares is 132,252,769, and this is the total number of the voting rights in the Company which may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change in the interest, in the share capital of the Company under Chapter 5 of the FCA's Disclosure and Transparency Rules as reflected in the Company's articles of incorporation.

Significant Shareholdings and Directors' Dealings

Following the above share issues:

-- GRT (and its persons closely associated) has an interest in 38,679,286 ordinary shares, equivalent to 29.2 per cent of the issued ordinary share capital;

-- Oak Hill Advisors* has an interest in 13,099,680 ordinary shares, equivalent to 9.9 per cent of the issued ordinary share capital;

-- Mr Papalekas has an interest in 25,129,187 ordinary shares, equivalent to 19.0 per cent of the issued ordinary share capital;

-- Mr Raptis has an interest in 527,834 ordinary shares, equivalent to 0.4 per cent of the issued ordinary share capital;

-- Mr Alroy has an interest in 698,814 ordinary shares, equivalent to 0.5 per cent of the issued ordinary share capital.

* Certain funds and/or accounts managed by Oak Hill Advisors

The Notification of Dealing Forms provided in accordance with the requirements of MAR in relation to the transactions listed above are set out below:

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 
 1    Details of the person discharging managerial responsibilities/person closely associated 
===  ================================================================================================================= 
 a)   Name                                                      Zorviani Limited 
===  ========================================================  ======================================================= 
 2    Reason for the notification 
===  ================================================================================================================= 
 a)   Position/status                                           Person Closely Associated with Ioannis Papalekas, 
                                                                Chief Executive Officer 
===  ========================================================  ======================================================= 
 b)   Initial notification/Amendment                            Initial Notification 
===  ========================================================  ======================================================= 
 3    Details of the issuer, emission allowance market participant, auction platform, auctioneer 
       or auction monitor 
===  ================================================================================================================= 
 a)   Name                                                      Globalworth Real Estate Investments Limited 
===  ========================================================  ======================================================= 
 b)   LEI                                                       213800R3E823B1UBIA81 
===  ========================================================  ======================================================= 
 4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) 
       each type of transaction; (iii) each date; and (iv) each place where transactions have been 
       conducted 

===  ================================================================================================================= 
 a)   Description of the financial instrument, type of          Warrants to subscribe for ordinary shares of no par 
      instrument                                                value 
===  ========================================================  ======================================================= 
 b)   Nature of the transaction                                 Transfer of warrants 
===  ========================================================  ======================================================= 
 c)   Price(s) and volume(s)                                     Price        Volume 
                                                                  2.5 euros    500,000 
===  ========================================================  ======================================================= 
 d)   Aggregated information 
       - Aggregated volume                                        Not applicable 
       - Price 
===  ========================================================  ======================================================= 
 e)   Date of the transaction                                   22 December 2017 
===  ========================================================  ======================================================= 
 f)   Place of the transaction                                  Outside a trading venue - Guernsey 
===  ========================================================  ======================================================= 
 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 
 1    Details of the person discharging managerial responsibilities/person closely associated 
===  ================================================================================================================= 
 a)   Name                                                      Zorviani Limited 
===  ========================================================  ======================================================= 
 2    Reason for the notification 
===  ================================================================================================================= 
 a)   Position/status                                           Person Closely Associated with Ioannis Papalekas, 
                                                                Chief Executive Officer 
===  ========================================================  ======================================================= 
 b)   Initial notification/Amendment                            Initial Notification 
===  ========================================================  ======================================================= 
 3    Details of the issuer, emission allowance market participant, auction platform, auctioneer 
       or auction monitor 
===  ================================================================================================================= 
 a)   Name                                                      Globalworth Real Estate Investments Limited 
===  ========================================================  ======================================================= 
 b)   LEI                                                       213800R3E823B1UBIA81 
===  ========================================================  ======================================================= 
 4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) 
       each type of transaction; (iii) each date; and (iv) each place where transactions have been 
       conducted 
===  ================================================================================================================= 
 a)   Description of the financial instrument, type of          Warrants to subscribe for ordinary shares of no par 
      instrument                                                value 
===  ========================================================  ======================================================= 
 b)   Nature of the transaction                                 Transfer of warrants 
===  ========================================================  ======================================================= 
 c)   Price(s) and volume(s)                                     Price          Volume 
                                                                  2.5 euros      915,010 
                                                                   1.77 euros     1,415,010 
                                                                   2.65 euros     1,415,010 
===  ========================================================  ======================================================= 
 d)   Aggregated information 
       - Aggregated volume                                        Not applicable 
       - Price 
===  ========================================================  ======================================================= 
 e)   Date of the transaction                                   22 December 2017 
===  ========================================================  ======================================================= 
 f)   Place of the transaction                                  Outside a trading venue - Guernsey 
===  ========================================================  ======================================================= 
 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 
 1    Details of the person discharging managerial responsibilities/person closely associated 
===  ================================================================================================================= 
 a)   Name                                                      Zakiono Limited 
===  ========================================================  ======================================================= 
 2    Reason for the notification 
===  ================================================================================================================= 
 a)   Position/status                                           Person Closely Associated with Ioannis Papalekas, 
                                                                Chief Executive Officer 
===  ========================================================  ======================================================= 
 b)   Initial notification/Amendment                            Initial Notification 
===  ========================================================  ======================================================= 
 3    Details of the issuer, emission allowance market participant, auction platform, auctioneer 
       or auction monitor 
===  ================================================================================================================= 
 a)   Name                                                      Globalworth Real Estate Investments Limited 
===  ========================================================  ======================================================= 
 b)   LEI                                                       213800R3E823B1UBIA81 
===  ========================================================  ======================================================= 
 4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) 
       each type of transaction; (iii) each date; and (iv) each place where transactions have been 
       conducted 
===  ================================================================================================================= 
 a)   Description of the financial instrument, type of          Warrants to subscribe for ordinary shares of no par 
      instrument                                                value 
===  ========================================================  ======================================================= 
 b)   Nature of the transaction                                 Exercise of warrants 
===  ========================================================  ======================================================= 
 c)   Price(s) and volume(s)                                     Price         Volume 
                                                                  5.00 euros    915,010 
===  ========================================================  ======================================================= 
 d)   Aggregated information 
       - Aggregated volume                                        Not applicable 
       - Price 
===  ========================================================  ======================================================= 
 e)   Date of the transaction                                   22 December 2017 
===  ========================================================  ======================================================= 
 f)   Place of the transaction                                  Outside a trading venue - Guernsey 
===  ========================================================  ======================================================= 
 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 
 1    Details of the person discharging managerial responsibilities/person closely associated 
===  ================================================================================================================= 
 a)   Name                                                     Dimitris Raptis 
===  =======================================================  ======================================================== 
 2    Reason for the notification 
===  ================================================================================================================= 
 a)   Position/status                                          Deputy Chief Executive Officer and Chief Investment 
                                                               Officer 
===  =======================================================  ======================================================== 
 b)   Initial notification/Amendment                           Initial Notification 
===  =======================================================  ======================================================== 
 3    Details of the issuer, emission allowance market participant, auction platform, auctioneer 
       or auction monitor 
===  ================================================================================================================= 
 a)   Name                                                     Globalworth Real Estate Investments Limited 
===  =======================================================  ======================================================== 
 b)   LEI                                                      213800R3E823B1UBIA81 
===  =======================================================  ======================================================== 
 4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) 
       each type of transaction; (iii) each date; and (iv) each place where transactions have been 
       conducted 
===  ================================================================================================================= 
 a)   Description of the financial instrument, type of         Warrants to subscribe for ordinary shares of no par 
      instrument                                               value 
===  =======================================================  ======================================================== 
 b)   Nature of the transaction                                Transfer of warrants 
===  =======================================================  ======================================================== 
 c)   Price(s) and volume(s)                                    Price        Volume 
                                                                 2.5 euros    30,000 
===  =======================================================  ======================================================== 
 d)   Aggregated information 
       - Aggregated volume                                       Not applicable 
       - Price 
===  =======================================================  ======================================================== 
 e)   Date of the transaction                                  22 December 2017 
===  =======================================================  ======================================================== 
 f)   Place of the transaction                                 Outside a trading venue - Guernsey 
===  =======================================================  ======================================================== 
 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 
 1    Details of the person discharging managerial responsibilities/person closely associated 
===  ================================================================================================================= 
 a)   Name                                                     Dimitris Raptis 
===  =======================================================  ======================================================== 
 2    Reason for the notification 
===  ================================================================================================================= 
 a)   Position/status                                          Deputy Chief Executive Officer and Chief Investment 
                                                               Officer 
===  =======================================================  ======================================================== 
 b)   Initial notification/Amendment                           Initial Notification 
===  =======================================================  ======================================================== 
 3    Details of the issuer, emission allowance market participant, auction platform, auctioneer 
       or auction monitor 
===  ================================================================================================================= 
 a)   Name                                                     Globalworth Real Estate Investments Limited 
===  =======================================================  ======================================================== 
 b)   LEI                                                      213800R3E823B1UBIA81 
===  =======================================================  ======================================================== 
 4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) 
       each type of transaction; (iii) each date; and (iv) each place where transactions have been 
       conducted 
===  ================================================================================================================= 
 a)   Description of the financial instrument, type of         Warrants to subscribe for ordinary shares of no par 
      instrument                                               value 
===  =======================================================  ======================================================== 
 b)   Nature of the transaction                                Exercise of warrants 
===  =======================================================  ======================================================== 
 c)   Price(s) and volume(s)                                    Price         Volume 
                                                                 5.00 euros    80,000 
===  =======================================================  ======================================================== 
 d)   Aggregated information 
       - Aggregated volume                                       Not applicable 
       - Price 
===  =======================================================  ======================================================== 
 e)   Date of the transaction                                  22 December 2017 
===  =======================================================  ======================================================== 
 f)   Place of the transaction                                 Outside a trading venue - Guernsey 
===  =======================================================  ======================================================== 
 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 
 1    Details of the person discharging managerial responsibilities/person closely associated 
===  ================================================================================================================= 
 a)   Name                                                      Ayrad Limited 
===  ========================================================  ======================================================= 
 2    Reason for the notification 
===  ================================================================================================================= 
 a)   Position/status                                           Person Closely Associated with Eli Alroy, 
                                                                Non-Executive Director 
===  ========================================================  ======================================================= 
 b)   Initial notification/Amendment                            Initial Notification 
===  ========================================================  ======================================================= 
 3    Details of the issuer, emission allowance market participant, auction platform, auctioneer 
       or auction monitor 
===  ================================================================================================================= 
 a)   Name                                                      Globalworth Real Estate Investments Limited 
===  ========================================================  ======================================================= 
 b)   LEI                                                       213800R3E823B1UBIA81 
===  ========================================================  ======================================================= 
 4    Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) 
       each type of transaction; (iii) each date; and (iv) each place where transactions have been 
       conducted 
===  ================================================================================================================= 
 a)   Description of the financial instrument, type of          Warrants to subscribe for ordinary shares of no par 
      instrument                                                value 
===  ========================================================  ======================================================= 
 b)   Nature of the transaction                                 Exercise of warrants 

===  ========================================================  ======================================================= 
 c)   Price(s) and volume(s)                                     Price         Volume 
                                                                  5.00 euros    260,000 
===  ========================================================  ======================================================= 
 d)   Aggregated information 
       - Aggregated volume                                        Not applicable 
       - Price 
===  ========================================================  ======================================================= 
 e)   Date of the transaction                                   22 December 2017 
===  ========================================================  ======================================================= 
 f)   Place of the transaction                                  Outside a trading venue - Guernsey 
===  ========================================================  ======================================================= 
 

For further information visit www.globalworth.com or contact:

Enquiries

Andrew Cox Tel: [phone]

Head of Investor Relations & Corporate Development

Jefferies (Joint Broker) Tel: [phone]

Stuart Klein

Panmure Gordon (Nominated Adviser and Joint Broker) Tel: [phone]

Andrew Potts

Milbourne (Public Relations) Tel: [phone]

Tim Draper

About Globalworth / Note to Editors

Globalworth is an AIM-listed real estate investment company active in Central and Eastern Europe, and has become the leading office investor in the Romanian real estate market. Globalworth acquires, develops and directly manages high-quality office and logistics/light-industrial real estate assets in prime locations, through which it benefits from a strong rental income profile from high quality tenants from around the globe. With approximately 70 professionals managing it, Globalworth's portfolio, as at 30 September 2017, was valued in excess of EUR1 billion, of which 90% is in income-producing assets and over 80% in the office sector.

Globalworth also owns approximately 72% of Griffin Premium R.E.. N.V. ("GPRE"). GPRE is a pure-play Polish real estate platform listed on the Warsaw Stock Exchange that primarily owns high-quality office and mixed-use assets located in Warsaw and across a number of other major Polish cities, notably Wroclaw, Lodz, Krakow, Gdansk and Katowice. Its portfolio comprises six office and three mixed-use (office and retail) properties. For more information on GPRE please refer to http://www.griffin-premium.com/.

IMPORTANT NOTICE:

No public offer of securities is being made by virtue of this announcement.

This announcement has been prepared for the purposes of complying with the applicable laws and regulations of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.

[1] Further information required to be disclosed pursuant to Schedule 4 to the AIM Rules is that the profits attributable to GPRE for the year ended 31 December 2016 were EUR14.6m, which reflected its results in the financial year prior to its IPO in April 2017, and the gross assets of GPRE at 30 June 2017 were EUR569.4m.

This information is provided by RNS

The company news service from the London Stock Exchange

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December 22, 2017 08:30 ET (13:30 GMT)