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Cologne (ots) - This announcement and the information contained herein is not for publication, distribution or release in, or into, directly or indirectly, the United States, Canada, Japan, Australia, France, Germany or Italy.
This document is an advertisement and does not constitute or form
part of, and should not be construed as, an offer to sell or issue,
or a solicitation of any offer to buy or subscribe for ordinary
shares in the Company nor should it or any part of it form the basis
of, or be relied on in connection with, any contract or commitment
whatsoever. This document is not a prospectus or admission document.
Investors should not subscribe for or purchase any shares referred to
in this announcement except on the basis of information in the
admission document to be issued in due course by the Company in
connection with the admission of its ordinary shares to the
Alternative Investment Market of the London Stock Exchange plc. In
the event of any discrepancy between this document and the admission
document, the admission document will prevail. It is not the purpose
of this announcement to provide, and you may not rely on this
announcement as providing, a complete and comprehensive analysis of
the Company's financial or commercial position or prospects.
8th June 2006
Vivacon German Properties PLC announces intention to list on AIM
Vivacon German Properties PLC ("Vivacon German Properties" or the "Company"), which has been specially formed for the purpose of investing in German residential real estate, today announces its intention to offer shares in a private placement to institutional investors (the "Offer") and to apply for the admission of its shares to AIM ("Admission"). The Offer is intended to raise up to EUR300 million.
- Vivacon German Properties represents an opportunity to invest in German residential real estate through an AIM-traded vehicle.
- The Company intends to generate attractive returns by investing in well-maintained German residential properties located throughout Western Germany and in and around the main urban centres in Eastern Germany. The Company will draw on the experience and expertise of its initiator, Vivacon AG ("Vivacon"), a German real estate company listed on the Frankfurt Stock Exchange, to identify and acquire assets and portfolios which are capable of delivering attractive returns to shareholders.
- Following Admission, the Company will be offered portfolios of German residential property identified by Vivacon, which has contractually agreed to offer all portfolios of properties owned or offered to Vivacon which fulfil the investment criteria set by the directors of the Company and which have a value of EUR25 million or more to the Company on a preferential basis. It is expected that the Company will acquire predominantly leasehold properties.
- Vivacon has a ten-year history of acquiring, restructuring and selling residential assets throughout Germany, and has already identified a pipeline of potential acquisitions for the Company. Of these, two portfolios together valued at approximately EUR184 million have already been acquired or are under contract to be acquired by Vivacon, and the Company expects these to be offered to it following Admission. A further four portfolios together valued at approximately EUR390 million are presently in due diligence or under negotiation by Vivacon.
- The Company has appointed Vivacon Real Estate Management GmbH (the "Asset Manager"), a specially-formed wholly-owned subsidiary of Vivacon, as Asset Manager for the Company's future property portfolio. Apart from its own team of experienced real estate professionals, the Asset Manager will also have unrestricted access to the corporate resources of Vivacon in the areas of acquisition, due diligence, financing, insurance and property sales.
- Vivacon German Properties intends to raise up to EUR300 million by way of the Offer. The Company proposes to use the net proceeds of the Offer, together with bank financing that is under negotiation with German and international banks, to fund its acquisitions of German residential real estate. The Company intends that the consolidated borrowings of Vivacon German Properties will generally not exceed a loan-to-value ratio of 60% (including acquisition costs).
- Vivacon will subscribe for shares at the offer price representing 10% of the issued share capital of the Company immediately after Admission.
- The Company believes that the German real estate market is currently one of the most attractive in Europe for investors, and is characterised by:
- improving macroeconomic conditions and outlook;
- attractive pricing of assets in comparison to other European markets;
- significant acquisition opportunities created by changes in the structure of German residential property ownership; and
- a currently low level of home ownership, which is expected to generate sustained demand from potential investors.
The Company believes that the German residential real estate market is seeing a fundamental shift in the structure of property ownership. In particular, large-scale asset sales from the public sector and large corporates to professional and private investors and the subsequent trading of these assets should present a wide range of potential future acquisition opportunities. The directors believe that Vivacon and the Asset Manager are well-placed to source sufficient attractive portfolios which meet the Company's requirements.
- Through its long-standing presence in the German residential real estate market, Vivacon has built an extensive network of relationships at all levels of the industry. This has enabled Vivacon to source acquisition opportunities at attractive prices, largely in off-market transactions, thereby avoiding often costly and time-consuming auction processes. In 2005 alone, Vivacon traded more than 8,100 units throughout Germany, the vast majority of which were residential units, with a total value of over EUR300 million.
- Vivacon German Properties is incorporated in the Isle of Man. The directors, who collectively bring together extensive experience in the acquisition, financing and management of German residential real estate, are Dr. Karl Kauermann (Chairman), Dr. Hans-Jürgen Ahlbrecht, Darren Ehlert, Peter Land, and Clive Parrish,. They will be responsible for all investment decisions.
- The Company will hold portfolios of properties through a holding company incorporated in Luxembourg.
Past performance is not an indicator of future returns and references to performance are provided as historical benchmarks only.
- Admission and dealings in the Company's ordinary shares are expected to commence in June 2006.
- Credit Suisse is Sole Global Co-ordinator and Nominated Adviser to the Company.
- Credit Suisse and Lehman Brothers are Joint Bookrunners.
Dr. Karl Kauermann, Non-Executive Director and Board Chairman of
Vivacon German Properties, said:
"We believe that Vivacon German Properties represents an attractive opportunity for investors to access the German residential property market by way of a publicly-traded vehicle. We believe that the market currently offers a combination of high-quality assets and stable cashflows. Our co-operation with Vivacon, with its successful track record and long-standing presence in the German market, offers a strong platform for both property acquisitions and professional asset management."
Marc Leffin, Chief Executive of Vivacon said:
"We are delighted that we have been able to attract a highly-experienced group of directors to the Board of Vivacon German Properties. This team brings together a combination of experience and complementary skills that will make a major contribution to the success of the Company, and we look forward to working with them. Our intention to hold 10% in the Company demonstrates our confidence in the future development of the Company."
Dr. Karl Kauermann (Board Chairman)
Dr. Kauermann served as the CEO and Chairman of the Board of Berliner Volksbank until December 2005. He also sits on the supervisory board of various companies owned by the State of Berlin including the largest residential real estate company in Berlin. During his 30-years in the banking sector he has held several managerial roles and directorships and has served as the CEO and Chairman of the Board of several German banks including Kreissparkasse Kassel and Nassauische Sparkasse and the State Bank of the Federal States Hesse and Thuringia. He graduated from the University of Cologne with a degree in economics and studied at the London School of Economics. He holds a doctorate in Business Administration from the University of Marburg.
Dr. Hans-Jügen Ahlbrecht
Dr. Ahlbrecht served as a President and CEO of DaimlerChrysler Immobilien GmbH (DaimlerChrysler Corporate Real Estate) from 1993 to 2005 where he handled all DaimlerChrysler properties. During his 30-year career with the Daimler-Benz Group he has served in a number of managerial roles including as a Managing Director of its Nigerian subsidiary ANAMMCO, as Head of Corporate Controlling and Corporate Planning at Daimler-Benz InterService AG and as a Member of the Board of Directors of Daimler-Benz AG. In addition, Dr. Ahlbrecht is a member of the German Advisory Board of Eurohypo AG. He holds a degree in mechanical engineering & economics and a doctorate in economics from the Technical University of Berlin.
Mr. Ehlert is an Independent Advisor to the real estate sector and was until recently a Director at ING's Strategic Trading Platform. At ING he was responsible for leading the structured products efforts in Europe. Prior to working at ING, he was a director in Lehman Brothers' Global Real Estate Finance Group in London where he structured more than EUR8 billion of commercial real estate transactions. His responsibilities included commercial real estate loan structuring, commercial mortgage-backed securities structuring and residential mortgaged-backed securities structuring. He is a graduate of Brigham Young University.
Mr. Land is a Principal at Harbert Management Corporation (Europe) LLC. He has been active in European real estate private equity since 1993 and has been involved in transactions with an aggregate value in excess of US$1.9 billion. Prior to joining Harbert Management Corporation, he served as a Director of Lehman Brothers in London in the Global Real Estate Finance Group. He also worked at TrizecHahn Europe where he, inter alia, co-founded TrizecHahn's Budapest office in 1996. He holds a degree in economics from the University of Toronto and a Master of Business Administration from INSEAD.
Mr. Parrish worked with Midland Bank and HSBC for 30 years, ultimately serving as the Area Director of HSBC, Isle of Man before setting up his own consultancy business, CDP Associates Limited, in September 2004. He holds a number of non-executive directorships including directorships with a public company in the Isle of Man and an Isle of Man based insurance company. At Midland/HSBC, Mr. Parrish served in a number of managerial roles in both corporate and commercial banking. He has managed several HSBC retail branches in the North of England before moving to the Isle of Man. He holds a degree in Banking & Finance from Loughborough University, a Diploma in Management Studies and a Diploma in Company Direction with the Institute of Directors. He is a fellow of the Chartered Institute of Bankers and a member of the Institute of Directors.
Credit Suisse Securities (Europe) Limited (acting as Sole Global Co-Ordinator, Joint Bookrunner and Nominated Adviser) and Lehman Brothers International (Europe) (acting as Joint Bookrunner) are advising the Company and no-one else in relation to the Offer and Admission of the entire issued and to be issued share capital of the Company to trading on AIM and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Credit Suisse Securities (Europe) Limited or Lehman Brothers International (Europe) for providing advice in relation to the proposed Offer and Admission.
This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for ordinary shares in the Company in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Canada, Australia or Japan or (including their territories, possessions and all areas or territories subject to their jurisdiction) or to any national, resident or citizen of the United States of America, Canada, Australia or Japan or to any corporation, partnership or other entity created or organised under the laws thereof, or to any persons in any other country outside the United Kingdom where such release, publication or distribution may lead to a breach of any legal or regulatory requirement.
This announcement does not constitute a recommendation concerning the Offer. The value of shares can go down as well as up. Past performance is not a guide to future performance. Potential investors should consult a professional adviser as to the suitability of the Offer for the investor concerned.
This document is not a prospectus and constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities in the United States of America. The information contained herein is restricted and is not for publication, distribution or release, directly or indirectly, in the United States. The material set forth herein is for informational purposes only and is not intended, and should not be construed, as an offer of securities for sale into the United States. No public offering of the securities will be made in the United States. The securities of the issuer described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.
Certain information contained in this announcement includes forward-looking statements. Such forward-looking statements are not guarantees of future performance. These statements are based on current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including the risks to be described in the admission document. The Company does not undertake, nor does it have any obligation, to provide updates or to revise any forward-looking statements except as may be required by applicable law and regulation (including the AIM Rules).
ots Originaltext: Vivacon German Properties PLC
Vivacon German Properties PLC
15-19 Athol Street
Isle of Man
Tel.: +44 (0)1624 638300
Fax: +44 (0)1624 638333
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