This Press Release does not constitute or form part of, an offer
for sale of financial instruments or a solicitation to buy
financial instruments. The financial instruments mentioned herein
have not been, and will not be subject to registration under the
U.S. Securities Act or in Australia, Canada, Japan and South Africa
or in any other country where the offer or sale would be subject to
the approval of local authorities or in any case prohibited by law.
The financial instruments mentioned in this Press Release may not
be offered or sold in the United States of America or to US
persons, unless they are registered pursuant to the US Securities
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countries.
PRESS RELEASE BOARD OF DIRECTORS OF IGD SIIQ SPA Signing of a
preliminary agreement with UnipolSai Assicurazioni S.p.A.
concerning the acquisition of the entire capital of Punta di Ferro
S.r.l., owner of the shopping mall puntadiferro located in Forlì
Launch of an offer of maximum no. 75,635,000 new ordinary shares
exclusively reserved to qualified investors to be carried out
through an accelerated bookbuilding
Bologna, 2 December 2015 IGD - Immobiliare Grande Distribuzione
SIIQ S.p.A. ("IGD" or the "Company") announces that today IGD has
entered into a preliminary agreement with UnipolSai Assicurazioni
S.p.A. ("UnipolSai") concerning the acquisition of the entire
capital of Punta di Ferro S.r.l. ("Punta di Ferro") for a
consideration equal to approximately Euro 127.9 million
(1)
. The main asset owned by Punta di Ferro is
represented by the shopping mall part of the shopping centre
"puntadiferro", located in Forlì (Emilia Romagna), whose market
value has been estimated to Euro 124.5 million, in the context of
determining the afore mentioned consideration (the "Shopping Mall
puntadiferro"). The closing of the transaction is envisaged to
occur on 16 December 2015. The transaction confirms the growth
strategy of the IGD Group as outlined in the Business Plan
2015-2018, to be pursued not only through the development of the
planned investment pipeline but also through an attentive
monitoring of its reference market in order to seize further
opportunities to create value for the IGD Group and its
shareholders.
Details of the acquisition
The Shopping Mall puntadiferro is comprised of 97 units (including
7 medium surface units, 9 restaurants/bars and 81 shops) for an
aggregate GLA equal to 21,223 sq.m., plus 2,854 car parking
spaces.
(1) Such consideration will be subject to adjustments upon closing
on the basis of customary provisions for similar transactions.
The Shopping Mall puntadiferro is expected to generate annual net
rental revenues equal to approximately Euro 7.2 million (Euro 7.7
million of gross rental revenues) and, on the basis of the market
value estimated in the context of the transaction (equal to Euro
124.5 million), it is estimated a Net Theoretical Initial Yield
equal to approximately 5.8% (6.2% of Gross Theoretical Initial
Yield). The Shopping Mall puntadiferro is characterized by certain
specific features which are particularly important to IGD: dominant
positioning within its reference market, also thanks to an optimal
location in terms of visibility and accessibility; robust operating
performance indicators: 4.7 million visitors in 2014, occupancy
rate equal to approximately 99% and occupancy cost ratio equal to
approximately 11.5%; average revenues of the tenants higher than
Euro 3,500 per sq.m.; excellent merchandising and tenant mix,
including leading retailers such as H&M, Unieuro, Deichmann,
Conbipel, Mondadori, Stradivarius, Max&Co and Alcott; catchment
area located in one of the wealthiest Italian regions,
characterized by a significant purchase power, 20% higher than the
Italian average
(2)
;
strategically relevant for IGD objectives in terms of geographical
coverage, given that IGD currently owns and manages shopping
centers in the major surrounding cities, such as Ravenna, Faenza,
Cesena, Rimini and Bologna;
state-of-the-art concept and format in line with the current market
demand, thanks to its recent opening (April 2011).
The Company estimates that, at regime, the acquisition of the
Shopping Mall puntadiferro will result to be accretive in terms of
FFO per share, also considering the limited dilutive effect
deriving from the increase of the number of shares.
The puntadiferro shopping centre also includes, together with the
Shopping Mall, a Conad hypermarket of 12,625 sq.m., owned by third
parties and not part of the transaction perimeter.
Financing of the acquisition
The transaction will be financed (i) in part, through the proceeds
of the capital increase without pre-emptive rights pursuant to
Article 2441, fourth paragraph, second sentence of the Italian
Civil Code, resolved upon today by the Board of Directors on the
basis of the authorization granted by the Extraordinary
Shareholders' Meeting held on 19 April 2012 pursuant to Article
2443 of the Italian Civil Code, through the issuance of ordinary
shares to be offered in a private placement exclusively addressed
to Italian and foreign qualified investors, by means of an
accelerated bookbuilding and (ii) for the residual part, through
the recourse to available short-term credit facilities. Such
financing structure will allow IGD to take a further step forward
in terms of growth and value creation, in compliance with the
financial targets set forth by the Business Plan 2015-2018 (in
particular, Loan to Value
(2) Source: information elaborated by the Company on the basis of
ISTAT data (Rapporto Urbes 2015).
comprised between 45% and 50%), thereby enabling a growth and
consolidation strategy on its real estate portfolio also taking
advantage of new investment opportunities available on the market,
while, at the same time, maintaining indebtedness indicators in
line with those of the main retail property companies in Europe.
Furthermore, the placement will increase the Company's share
capital (up to +10%), the liquidity of the ordinary shares and the
market free float (up to +23%), as well as enlarge and diversify
the Company's shareholder base. In such respect, IGD's majority
shareholders, Coop Adriatica e Unicoop Tirreno, have declared their
intention not to participate to the capital increase, in order to
promote the aforementioned objectives in terms of enlargement and
diversification of the shareholder base. ***** The execution of the
preliminary agreement has been approved by the Board of Directors
in the meeting held today, with the support of a real estate
appraisal released by REAG Real Estate Advisor Group S.r.l. on the
value of the Shopping Mall puntadiferro. Moreover, given that the
Related Party Procedure of IGD, as amended in August 2015 on a
voluntary basis, also applies to transactions of major importance
entered into with companies belonging to the Unipol group, the
acquisition of Punta di Ferro has been resolved upon by the Board
of Directors after having obtained an unanimous favorable opinion
from the Related Party Committee of the Company, entirely composed
by independent directors. Related Party Committee resolution has
been supported by a fairness opinion of Ernst & Young
Financial-Business Advisors on the financial fairness of the
acquisition. IGD will release an information document concerning
the acquisition of Punta di Ferro pursuant to Article 5 of CONSOB
Regulation no. 17221/2010, as applicable under the combined
provisions of Articles 14.7 and 11.1 of the Related Party Procedure
of IGD.
Offering of maximum no. 75,635,000 newly issued ordinary shares to
be exclusively reserved to qualified investors through an
accelerated bookbuilding Today the Board of Directors has also
approved the offering of maximum no. 75,635,000 newly issued
ordinary shares to be offered in a private placement exclusively
reserved to Italian and foreign qualified investors, pursuant to
Regulation S of the United States Securities Act of 1933, as
subsequently amended, and in the United States America, limited to
Qualified Institutional Buyers pursuant to Rule 144A of the United
States Securities Act of 1933, as subsequently amended, excluding
any other jurisdiction in which the placement would be prohibited
under applicable laws ("Addresses"). The maximum no. 75,635,000
newly issued ordinary shares to be offered, equal to 9.99992% of
the current share capital, with regular entitlement, derive from
the divisible share capital increase for an aggregate maximum
nominal amount equal to Euro 54,976,027 (plus share premium, if
any), without pre-emptive rights pursuant to Article 2441, fourth
paragraph, second sentence of the Italian Civil Code, resolved upon
today by the Board of Directors on the basis of the authorization
granted by the Extraordinary Shareholders' Meeting held on 19 April
2012 pursuant to Article 2443 of the Italian Civil Code.
The newly issued ordinary shares will be offered in the context of
a private placement through an accelerated bookbuilding reserved to
the Addresses. The final subscription price of the newly issued
ordinary shares will be determined at the end of the bookbulding in
accordance with the criteria established by the Board of Directors
pursuant to Article 2441, fourth paragraph, second sentence of the
Italian Civil Code in respect of capital increases without
pre-emptive rights within the limit of 10% of the pre-existing
share capital. Bookbuilding will commence immediately, though the
right to close the books at any time is reserved. Final terms of
the offer will be promptly communicated to the market. In the
context of the offering, IGD has also agreed to a lock-up
undertaking on the IGD shares for 90 days in line with market
practice for similar transactions, subject to customary exceptions
and waiver by the Joint Bookrunners. In the context of the
offering, the Company has appointed Société Générale and BNP
Paribas as Joint Bookrunners; Société Générale also acts as Sole
Global Coordinator of the offering.
*** This Press Release is published for information purposes only,
in accordance with Italian law, and should not be construed as an
investment proposal, and, in any case, may not be used or
considered as an offer to sell nor an invitation or offer to buy or
sell financial instruments by Immobiliare Grande Distribuzione SIIQ
S.p.A. The documentation regarding the offering of shares referred
to in this press release will not be subject to approval by CONSOB
or any other competent authority in Italy or abroad in accordance
with applicable law and, therefore, the shares subject to the offer
may be offered, sold or distributed in Italy and in other Member
States of the European Economic Area which have implemented the
Directive 2003/71/EC (the "Prospectus Directive") (each, a
"Relevant Member State"), subject to exemption from the provisions
of the law and regulations governing public offerings, exclusively
to "qualified" investors (as defined in Article 2(1)(e) of the
Prospectus Directive, in accordance with the laws and regulations
for implementation adopted respectively by each Relevant Member
State, including, with regard to Italy, Article 26, first
paragraph, letter b) of CONSOB regulation 16190 of 29 October 2007,
and as referred to in Article 34-ter, first paragraph, letter b) of
CONSOB Regulation 11971 of 14 May 1999, and subsequent
modifications; herein the "Qualified Investors"), and outside of
Italy and the Relevant Member States, to institutional investors in
accordance with the provisions of Regulation S ("Regulation S") of
the U.S. Securities Act of 1933, as amended (the "U.S. Securities
Act") and, in the United States, to "Qualified Institutional
Buyers", pursuant to Rule 144A of the U.S. Securities Act. In the
United Kingdom, this Press Release will be distributed only to, and
is directed only at, Qualified Investors (i) who have professional
experience in matters relating to financial investments as per
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, and subsequent modifications (the
"Order") or (ii) as per Article 49, second paragraph, letters a) to
d) of the Order or (iii) to anyone to whom this announcement may be
lawfully transmitted under applicable law (collectively, "Relevant
Persons").
IGD - Immobiliare Grande Distribuzione SIIQ S.p.A.
Immobiliare Grande Distribuzione SIIQ S.p.A. is one of the main
players in Italy's retail real estate market: it develops and
manages shopping centers throughout the country and has a
significant presence in Romanian retail distribution. Listed on the
Star Segment of the Italian Stock Exchange, IGD was the first SIIQ
(Società di Investimento Immobiliare Quotata or real estate
investment trust) in Italy. IGD has a real estate portfolio valued
at circa 1,942.38 million at 30 June 2015, comprised of, in Italy,
25 hypermarkets and supermarkets, 20 shopping malls and retail
parks, 1 city center, 2 plots of land for development, 1 property
held for trading and an additional 7 real estate properties.
Following the acquisition of the company Winmark Magazine SA in
2008 14 shopping centers and an office building, found in 13
different Romanian cities, were added to the portfolio. An
extensive domestic presence, a solid financial structure, the
ability to plan, monitor and manage all phases of a center's life
cycle: these qualities summarize IGD's strong points.
www.gruppoigd.it
CONTACTS INVESTOR RELATIONS CLAUDIA CONTARINI Investor Relations
+39 051 509213 claudia.contarini@gruppoigd.it FEDERICA PIVETTI IR
Assistant +39 051 509242 federica.pivetti@gruppoigd.it
CONTACTS MEDIA RELATIONS IMAGE BUILDING Cristina Fossati, Federica
Corbeddu +39 02 89011300 igd@imagebuilding.it
The press release is available on the website www.gruppoigd.it, in
the Investor Relations section, and on the website
www.imagebuilding.it, in the Press Room section.
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