Warimpex Finanz- und Beteiligungs AG
EANS-Adhoc: Warimpex Finanz- und Beteiligungs AG
Warimpex announces launch of
capital increase
ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
21.04.2010
Warimpex announces launch of capital increase
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, UNITED KINGDOM, JAPAN OR AUSTRALIA
Vienna, 21 April 2010
|Offering |Rights issue and global offering of up to 14,400,001 | | |new shares, corresponding to 36.4 percent of the | | |current share capital | |Maximum |EUR 2.80 | |Subscription and | | |Offer Price | | |Final Subscription |to be determined after expiration of the subscription | |and Offer Price |and offer period by way of a bookbuilding procedure on | | |or around 11 May 2010. | |Subscription and |from 26 April 2010 until on/or about 10 May 2010 | |Offer Period | | |Start of Trading |on/or about 14 May 2010 | |Subscription Ratio |4 new shares for every 11 existing Shares | |(Rights Offering) | | |Bookrunners |Lead Manager & Bookrunner: WOOD & Company Financial | | |Services, a.s. | | |Co-Lead Manager & Co-Bookrunner: Raiffeisen Centrobank | | |AG |
Warimpex Finanz- und Beteiligungs Aktiengesellschaft (Warimpex) announces
the launch of a capital increase. With the supervisory board´s approval,
the managing Board of Warimpex has decided to issue up to 14,400,001 new
shares, corresponding to 36.4 percent of the current share capital,
through a combined offering, consisting of a rights offering to existing
shareholders and global offering of new shares not subscribed for in the
rights offering.
The new shares will be offered in the rights offering to existing
shareholders at a ratio of 4 new shares for every 11 existing shares held
as of 23 April 2010.The record date for shares listed on the Warsaw Stock
Exchange is 23 April 2010. The global offering consists of a public
offering in Poland, and a private placement to selected institutional
investors outside of Poland and the United States of America. The new
shares will be offered at the same price in the rights offering and the
global offering.
Subscription period: 26 April 2010 to on/or about 10 May 2010; first day
of trading: on/or about 14 May 2010. There will be no rights trading.
The maximum subscription and offer price has been set at EUR 2.80. The
final subscription and offer price will be determined by way of a
bookbuilding procedure and will be fixed after expiration of the
subscription and offer period on/or about 11 May 2010.
As part of the combined offering, Ringturm Kapitalanlagegesellschaft
m.b.H. (Ringturm), the fund management company of Erste Bank group and
Vienna Insurance Group (VIG), has entered into an agreement with Warimpex
pursuant to which it has committed to submit an order in the combined
offering for 7.2 million new shares of Warimpex at a price corresponding
to the closing price of the shares on the Vienna Stock Exchange on 23
April 2010 minus a discount of 12.5% but in any event no more than EUR
2.00 per new share. As consideration, Ringturm shall receive from Warimpex
an up-front commitment fee. VIG is a long term cooperation partner of
Warimpex in various projects in CEE.
As compensation for arranging the backstop commitment by Ringturm, and
subject to completion of the combined offering, Warimpex has granted to
VIG an option for 24 months to either, at VIG's discretion, (i) purchase
up to 1,440,000 shares of Warimpex against payment of a price equal to the
subscription and offer price determined in the combined offering or (ii)
demand a cash settlement of such option arrangement.
Assuming that all 14,400,001 shares will be placed in the combined
offering, Warimpex´ share capital will amount to EUR 54 million.
WOOD & Company acts as Lead Manager and Bookrunner and Raiffeisen
Centrobank acts as Co-Lead Manager and Co-Bookrunner of the combined
offering.
Warimpex intends to use approximately 50% of the net proceeds from the
combined offering to finance existing projects such as the development of
the Airportcity St. Petersburg development project (Crowne Plaza Hotel and
office complex), the Le Palais office building in Warsaw as well as the
joint venture with Starwood Capital and Louvre Hotels to develop budget
hotels in Central and Eastern Europe. Approximately 50% of the net
proceeds are to be used for the refinancing of existing short-term loans
and the payment of outstanding liabilities. "With this step we are taking
advantage of the currently positive sentiment on financial markets and the
slight upturn since the second half of 2009 in the early cyclical hotel
industry. This capital increase is based on the authorization granted at
the extraordinary general meeting in October 2009. Our main objective is
to ensure flexibility and prompt reaction to market developments", says
Warimpex CEO Franz Jurkowitsch.
Warimpex is a real estate development and investment company with
headquarters in Vienna and offices in Budapest, Prague, St. Petersburg and
Warsaw. Warimpex currently owns or co-owns 21 business and luxury hotels
with more than 5,000 rooms as well as five commercial and office buildings
with a total floor space of approx. 32,000 m² mainly in Central and
Eastern Europe. Warimpex is listed under WXF on the Vienna and Warsaw
Stock Exchanges.This ad-hoc release constitutes neither an offer to sell nor a solicitation to
buy any securities of Warimpex Finanz- und Beteiligungs Aktiengesellschaft.
This ad-hoc release is not being issued in the United States of America and
must not be distributed to publications with a general circulation in the
United States. This press release does not constitute an offer or invitation to
purchase any securities in the United States, Austria, or any other
jurisdiction. The securities of Warimpex Finanz- und Beteiligungs
Aktiengesellschaft have not been registered under the Securities Act and may
not be offered, sold or delivered within the United States absent registration
under or an applicable exemption from the registration requirements of the
United States securities laws.
This ad-hoc release is directed only at persons (i) who are outside the United
Kingdom or (ii) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii)
who fall within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Order (all such persons together
being referred to as "Relevant Persons"). Any person who is not a Relevant
Person must not act or rely on this communication or any of its contents. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with Relevant
Persons. Information on the offering will be included in the prospectus which
will be available on the website of the Warsaw Stock Exchange www.gpw.com.pl.end of announcement euro adhoc
Further inquiry note:
Warimpex Finanz- und Beteiligungs AG
Phone: +43 1 310 55 00
Christoph Salzer
mailto:presse@warimpex.com
Daniel Folian, mailto:investor.relations@warimpex.com
www.warimpex.com
Branche: Real Estate
ISIN: AT0000827209
WKN:
Index: ATX Prime
Börsen: Wien / official market