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MEINL EUROPEAN LAND ANNOUNCES EXTRAORDINARY GENERAL MEETING AND ANNUAL GENERAL MEETING
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St Helier Jersey (euro adhoc) - St Helier, Jersey, 24 June 2008. Meinl European Land Limited ("MEL" or the "Company"), whose certificates representing shares are listed on the Vienna Stock Exchange, announces that an Extraordinary General Meeting of the Company has been convened for 16 July 2008 at 10 a.m. in Jersey, the place of incorporation of MEL, at The Great Hall, Hotel de France, St Saviours Road, Jersey JE1 7XP, to be followed at 11 a.m., or as soon thereafter as the Extraordinary General Meeting shall have concluded or adjourned, at the same location by an Annual General Meeting of the Company. The Company has today published a shareholder circular (the "Circular") convening the Extraordinary General Meeting and providing shareholders and certificate holders with information related to the resolutions to be proposed at the Extraordinary General Meeting and has issued a Notice of Annual General Meeting convening the Annual General Meeting. The Circular and Notice of Annual General Meeting are both available on the MEL website at www.meinleuropeanland.com.
The purpose of the Extraordinary General Meeting is to consider and, if thought fit, to pass resolutions (the "Proposed Resolutions") relating to the proposed transaction announced by the Company on 20 March 2008 between the Company, CPI/Gazit Holdings Limited ("CG Holdings"), a joint venture between Gazit-Globe Ltd ("Gazit"), a multinational real estate investment company listed on the Tel Aviv Stock Exchange (TASE:GLOB), and CPI Austria Holdings Limited ("CPI Austria"), a wholly-owned subsidiary of CPI Capital Partners Europe LP (and its parallel funds), a real estate fund advised by Citibank International plc through its business unit, Citi Property Investors ("CPI"), whereby CG Holdings, Gazit and CPI Austria are to make an investment of up to EUR800 million in the Company as part of a total investment of up to EUR1.3 billion (the "Proposed Transaction" or the "Proposal"), accompanied by a transformation of MEL´s governance and management structure. Subject to the requisite shareholder/certificate holder approvals being obtained and the other conditions to closing set forth in Part VIII of the Circular being satisfied, the Proposed Transaction will close on the closing date, which is currently expected to be as soon as possible after the EGM.
The business to be conducted at the Annual General Meeting is to receive the accounts of the Company for the year ended 31 December 2007 and the report of the directors and auditors thereon, to re-appoint KPMG Channel Islands Limited as the Company´s auditors and to authorise the directors to agree the auditors´ remuneration.
Background to the proposed transaction
In February 2007, the Board of Directors of the Company entered into discussions with a number of potential investors concerning the acquisition of a strategic stake in the Company. Further, in September 2007 the Board initiated a strategic review, the purpose of which was to identify and implement improvements to the Company´s management, corporate governance and reporting arrangements and processes, as well as a review of the Company´s capital structure and financing. As a result of this process, which involved the examination of third party proposals and other alternatives, CG Holdings has agreed to make a significant strategic investment in the Company accompanied by changes in the Company´s governance and management structure, including termination of the Company´s existing arrangements with Meinl European Real Estate Limited (the "Investment Manager" or "MERE") and Meinl Bank AG ("Meinl Bank"), as described in more detail in the Circular. The Proposed Transaction is expected to be transformational for the Company and its shareholders and certificate holders, providing the governance, management and financing to allow MEL to move forward in a manner which the Board believes should build long term value for its shareholders and certificate holders. Furthermore, the Board believes that the presence of CG Holdings, as a third party investor with a significant and direct alignment of interest with the shareholders and certificate holders, should provide the opportunity to implement change and rebuild credibility with investors within a time frame that should be significantly shorter than the Company could achieve on its own. The Company is operating in a challenging and uncertain financial and economic environment. Approval of the Proposal should substantially secure the Company's financial standing and provide it in the medium term with the operational strength required to capitalise on its position as a leading real estate development company in Eastern Europe in a manner which may not otherwise be available. Principal investment terms The principal investment terms of the Proposed Transaction provide for a minimum investment of EUR800 million and a maximum investment of EUR1,343 million in the Company. The minimum investment of EUR800 million comprises EUR500 million invested by CG Holdings by way of subscription of subordinated convertible securities and warrants issued by the Company (as more fully described in the Circular), and a EUR300 million capital increase in the form of a rights issue to existing holders of ordinary shares, including ordinary shares represented by certificates listed on the Vienna Stock Exchange (the "Rights Issue") that will be fully underwritten by CPI Austria and Gazit and should provide shareholders and certificate holders with an attractive opportunity to invest in the Company. Further information on the investment terms, including the potential additional investments of up to EUR543.3 million in the Company, is presented in Part II of the Circular. If the Proposal is implemented, the EUR500 million subscription amount for the subordinated convertible securities and warrants to be issued to CG Holdings will be paid on Closing and it is anticipated that the EUR300 million Rights Issue will be completed within six months of Closing. Overview of changes to governance and management structure The Proposal will entail a significant transformation of the Company´s current management and governance structure. Management of the Company will be internalised to reduce costs and increase the alignment between management and shareholder/certificate holder interests. Governance arrangements will adopt international best practices, which should assist the Company in securing the financing necessary to build out its current development pipeline and encourage investor confidence in the Company. Over the long term, these changes should facilitate increased liquidity in the Company´s certificates. Upon Closing, all existing contractual and operational ties with MERE and Meinl Bank and its affiliates will be severed in return for a termination payment to MERE and Meinl Bank amounting, in the aggregate, to EUR160 million. This will result in the elimination of the management, licence, market-making and other fees otherwise due to MERE and Meinl Bank, which totalled over EUR60 million in 2007, including an adjustment of EUR2.9 million in respect of previous periods but excluding underwriting and placement fees in relation to the capital raising launched in January 2007, and which are forecast to increase further upon the completion of the Company´s current development pipeline. MERE has agreed to provide certain services to the Company, for a period of one year after Closing, to assist with the orderly transition of management of the Company from MERE to the new, internal management team. MERE and Meinl Bank have also agreed to enter into a three year non-compete agreement with the Company. As consideration for these agreements, the Company will pay Meinl Bank (on behalf of itself and MERE) EUR120 million in the form of EUR80 million of subordinated convertible securities and 5,714,286 certificates with a value of EUR40 million (based on a price of EUR7 per certificate, which will be the subscription price of ordinary shares under the Rights Issue). Half of the securities to be received by Meinl Bank will be subject to "lock-up" arrangements that restrict Meinl Bank's ability to sell those securities for a period of up to three years. The securities subject to the "lock-up" will be released (subject to adjustment for pending claims against Meinl Bank or MERE for breach of the non-compete agreement) as to one-third on each of the first, second and third anniversaries of Closing. Meinl Bank and MERE have also agreed to provide certain representations and warranties in connection with the Proposal. Accordingly, the aggregate consideration payable by the Company to MERE and Meinl Bank for the termination, transition and non-compete arrangements has a value of EUR280 million calculated on the basis described above. Management of the Company will be led by a new executive team and a new board of directors initially comprised of ten members, of whom up to four may be nominated by CG Holdings, CPI Austria and Gazit. A new, experienced Chief Executive Officer, Rachel Lavine, who has more than 18 years of experience in the Central and Eastern Europe retail sector, has agreed to lead the new management team. On completion of the Proposed Transaction, the name of the Company will be changed to "Atrium European Real Estate Limited". The strategic objectives of Gazit and CPI for the future operation and business of the Company are described in section 8 of Part III of the Circular. The ownership structure of the Company will be simplified on Closing by the cancellation of the 150,000,000 Ordinary Shares paid up as to EUR0.01 each (the "Partly Paid Shares") and all of the Ordinary Shares underlying the 88,815,000 certificates purchased during 2007 and held on behalf of the Company (the "Underlying Shares"). Further information on the cancellations is set out at Part XIII of the Circular. Voting Qualification for Certificate Holders Details of the voting registration process for certificate holders will be published in the Austrian ``Amtsblatt zur Wiener Zeitung´´ (Official Austrian Gazette) and on the website of Meinl European Land Limited (www.meinleuropeanland.com). To register their interest for voting on the proposed resolutions either in person or by proxy, certificate holders are requested to obtain a proxy form (for use by certificate holders) from the website of the Company as specified in the Official Austrian Gazette and submit the completed and signed proxy form to their account holding bank in accordance with the instructions printed thereon by 10 a.m. (Jersey time) on 8 July 2008. Upon registration, the account holding bank will block the certificates for trading purposes, sign the proxy form and forward it to Oesterreichische Kontrollbank Aktiengesellschaft (``OeKB´´), who must receive it by 10 a.m. (Jersey time) on 10 July 2008. After being authorised by OeKB, the completed proxy form must be received by Meinl European Land Limited from OeKB by 10 a.m. (Jersey time) on 14 July 2008. Retail investor helpline A retail investor helpline will be available in Austria from 25 June 2008 to assist investors who have enquiries regarding the Proposed Transaction and the Extraordinary General Meeting. The helpline number is 0800 211339.
Notes to editors:
About Meinl European Land MEL is a real estate investment and development company whose primary focus is on retail assets in Central and Eastern Europe. At 31 December 2007 it had 162 operating investment properties with a market value of approximately EUR1.9 billion and a significant portfolio of development projects with an expected investment requirement of EUR3.3 billion, of which EUR0.8 billion had been spent by 31 December 2007. In addition, it has established a land bank of over 1.8 million sqm. The Company has been listed on the Vienna Stock Exchange since 2002 and at 23 June 2008 was capitalised at EUR1,425,498,750 (based on a closing price per Certificate of EUR6.75 and a number of Certificates of 211,185,000 which excludes the 88,815,000 Certificates held on behalf of the Company, the 150,000,000 Partly Paid Shares and the one share held by the Investment Manager).
About Gazit-Globe Ltd Gazit is a leading multinational real estate investment company with in excess of EUR8 billion of properties under control in the United States, Canada, Europe, Israel and Brazil. Gazit and its public subsidiaries are corporate governance leaders in their markets and are governed by world class boards of directors. Gazit actively pursues growth opportunities, both organically and through strategic and accretive acquisitions.
About Citi Property Investors CPI is a global real estate investment manager with offices in major financial centers and with more than $12.9 billion in assets under management as of 1 February 2008. CPI employs more than 125 real estate professionals and its senior leaders have an average of more than 20 years of commercial real estate experience. CPI is the real estate investment center of Citi Alternative Investments which as of 31 December 2007 had EUR59.2 billion of un-levered assets under management.
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ots Originaltext: Meinl European Land Limited
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