Acquisition

 

TIDMCRF 
 
RNS Number : 7022E 
Ciref PLC 
24 December 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE 
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY 
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL 
 
 
Ciref Plc 
("Ciref" or "the Company") 
 
 
ACQUISITION OF A STRATEGIC STAKE IN CROMWELL GROUP 
 
 
On 22 December 2009, Ciref announced that it had placed 23 million new Ciref 
ordinary shares at 52p per share to partially finance an acquisition, the terms 
of which were expected to be finalised and announced very shortly following 
satisfaction of required regulatory approvals. 
 
 
Ciref is now pleased to announce that, following satisfaction of these 
approvals, it has today agreed the acquisition of a strategic stake in Cromwell 
Group, a listed Australian Property Trust (ASX:CMW) ("Cromwell"), through the 
subscription in cash for 104,750,000 new stapled securities (a 13.04% 
shareholding) in Cromwell. Accordingly, the suspension in trading of Ciref's 
shares will be lifted with immediate effect. 
 
 
Cromwell is a stapled security consisting of an Australian Real Estate 
Investment Trust and a successful Australian property funds management business. 
The Cromwell group has a track record for developing high quality, high yielding 
investment products and delivering strong returns to investors. 
 
 
Cromwell holds an AUD1.2 billion portfolio of Australian commercial property. 
With a 99.8% occupancy level and a heavy weighting towards government and 
blue-chip tenants this portfolio provides a stable income stream that 
contributes the majority of the Group's operating earnings.For the year ended 30 
June 2009, rental income and recoverable outgoings was AUD112.5 million (2008: 
AUD89.7 million) with 51 per cent. of rental income underpinned by government or 
government owned / funded entities, and a further 31% underpinned by listed 
companies or their subsidiaries.  The total distribution per security for the 
year ended 30 June 2009 was AUD0.09. 
 
 
As at 30 June 2009, Cromwell had gross assets of AUD1,308 million. For the year 
ended 30 June 2009, Cromwell reported a loss after tax and minority interests of 
AUD113.5 million (2008: profit of AUD119.9 million). The 2009 financial year was 
impacted by a number of non-cash one-off items including a loss from fair value 
adjustments and write downs of AUD150.1 million (2008: gain of AUD30.1 million). 
Adjusted profit from operations was AUD63.8 million (2008: AUD70.8 million). 
 
 
Further information on the Cromwell Group can be found on its website: 
www.cromwell.com.au. 
 
 
The subscription price is AUD0.70 per new Cromwell share (which compares with 
the closing Cromwell share price of AUD0.74 on 18 December 2009). Total 
consideration for the investment is GBP42.5m which is to be financed through the 
issue of 23 million new Ciref ordinary shares at 52p per share to Redefine 
Income Fund Limited (as announced on 22 December 2009), a bridging loan of 
GBP15m and internal cash resources. 
 
 
In due course, Ciref intends to refinance the bridging loan and restore its cash 
resources with a further issue of new Ciref shares.  A further announcement will 
be made in due course. 
 
 
Commenting on the acquisition Ciref Chairman Gavin Tipper said "This investment, 
which is expected to be earnings enhancing for Ciref, further develops Ciref's 
position as an international property investment company. Although the 
investment is in a geographical area outside of the Company's traditional 
investment location, this is an exciting opportunity to invest in a high 
quality, high yielding property portfolio which should significantly enhance the 
quality of Ciref's future earnings". 
 
 
No statement in this announcement is intended as a profit forecast and no 
statement in this announcement should be interpreted to mean that the earnings 
per Ciref ordinary share for the current or future years would necessarily match 
or exceed the historical published earnings per Ciref ordinary share. 
 
 
For further information contact: 
 
 
+------------------------------------------------------+-----------------------------------------+ 
| Ciref Plc                                            | [phone]                       | 
| Gavin Tipper - Chairman                              |                                         | 
|                                                      |                                         | 
+------------------------------------------------------+-----------------------------------------+ 
| Singer Capital Markets                               | [phone]                      | 
| Nicholas How / Richard Savage                        |                                         | 
|                                                      |                                         | 
+------------------------------------------------------+-----------------------------------------+ 
| Powerscourt                                          | [phone]                      | 
| Matthew Fletcher / Karen Le Cannu                    |                                         | 
|                                                      |                                         | 
+------------------------------------------------------+-----------------------------------------+ 
| Corovest Fund Managers Limited                       |                                         | 
| Nicolaas Faure                                       | [phone]                         | 
| Mike Watters                                         | [phone]                        | 
|                                                      |                                         | 
+------------------------------------------------------+-----------------------------------------+ 
| Legal Advisers in Australia                          |                                         | 
| Blake Dawson                                         |                                         | 
| Matthew King                                         | [phone]                         | 
|                                                      |                                         | 
+------------------------------------------------------+-----------------------------------------+ 
| Corporate Finance Advisers in Australia              |                                         | 
| National Australia Bank                              |                                         | 
| Mark Hamilton                                        | [phone]                         | 
|                                                      |                                         | 
+------------------------------------------------------+-----------------------------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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