MEINL EUROPEAN LAND ANNOUNCES EXTRAORDINARY GENERAL MEETING AND ANNUAL GENERAL MEETING
St Helier Jersey (euro adhoc) -
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Unternehmen
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.
Rückfragehinweis:
Contacts for enquiries:
London Austria
Citigate Dewe Rogerson Trimedia
Michael Berkeley Bernhard Hudik
+44 20 7638 9571 +43 1 5244 300
For questions pertaining to CPI/Gazit, Gazit and CPI Austria:
London Austria
Financial Dynamics Dr. Viktor Bauer PR GmbH
Stephanie Highett Dr Viktor Bauer
Richard Sunderland Mag. Anita Köninger
+44 (0)20 7831 3113 viktor.bauer@viktorbauer.com
+43 (1) 320 95 45 18
Branche: Immobilien
ISIN: AT0000660659
WKN: 066065
Index: Standard Market Continous
Börsen: Wiener Börse AG / Amtlicher Handel