NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
This announcement 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 Spazio Investment NV nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the admission document dated 13th October 2006 and issued by Spazio Investment NV in connection with the admission of its ordinary shares to AIM, a market regulated by the London Stock Exchange (LSE: LSE.L - news) plc. In the event of any discrepancy between this announcement 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.
FOR IMMEDIATE RELEASE 13th October, 2006
· SPAZIO INVESTMENT, A LEADING INDUSTRIAL REAL ESTATE INVESTMENT PLATFORM MANAGED BY PIRELLI RE, ANNOUNCES CA. €300 MILLION PLACING AND ADMISSION TO AIM
· THE OFFER, MADE TO INSTITUTIONAL INVESTORS ONLY, WAS COMFORTABLY OVERSUBSCRIBED
· PRICED AT €12.50 PER SHARE, WITHIN THE RANGE
· 30,480,000 ORDINARY SHARES IN ISSUE AT ADMISSION WITH A MARKET CAPITALISATION OF APPROXIMATELY €380 MILLION
Spazio Investment NV ("Spazio" or the "Company"), an investment company established by Cypress Grove International LP ("CGI"), a real estate private equity fund advised by Grove International Partners LLP and its affiliates ("Grove"), and Pirelli (Milan: PC.MI - news) ∓ C. Real Estate S.p.A. ("Pirelli RE") to invest in the Italian industrial real estate market, today announces the successful placing of 20,480,000 new ordinary shares ("Ordinary Shares") to institutional investors (the "Placing") at €12.50 per Ordinary Share (the "Placing Price"), and the publication of the admission document (the "Admission Document") in connection with the proposed admission to AIM.
The total number of Ordinary Shares in issue at Admission will be 30,480,000 million and, based on the Placing Price, the market capitalisation of the Company following Admission and commencement of dealings will be approximately €380 million. The Company plans to use the net proceeds of the Placing of approximately €242.5 million, together with the proceeds from new borrowing facilities, to fund acquisitions, part of which are already committed, refinance existing debt and fund future growth of the portfolio both in income-producing and development assets.
On top of primary proceeds raised by Spazio, Grove sold shares worth €43.5 million.
Spazio and Grove are subject to a 180-day lock-up and Pirelli RE has agreed to retain a stake of over 10% of Spazio as long as it remains its Asset Manager.
Following the Offering, Pirelli RE will retain 11.5% in Spazio and Grove 9.9%. The free float will be 78.6%.
Admission to AIM and commencement of unconditional dealings on the London Stock Exchange are expected to take place at 8:00 am on 18th October 2006. The Bloomberg/ Reuters tickers are SPNV and the ISIN number is NL0000686319.
Commenting on today's announcement, John Duggan, Chairman of Spazio Investment NV said "We are pleased to have successfully completed the IPO. We have one of the largest portfolios in the Italian industrial real estate sector with a significant proportion of high quality tenants and an attractive asset base that provides an ongoing source of rental revenues and a pipeline of growth opportunities. We believe that our admission to the AIM market will give us access to a truly international institutional investor base and will help us finance future development projects and acquisition opportunities."
Spazio's Differentiating Features
· One of the largest portfolios in the growing Italian industrial real estate sector, combining approximately 440 income-producing assets (equivalent to almost 850,000 square meters) with high quality tenants and high profile developments totaling almost 400,000 square meters, including the portion of the portfolio to be acquired with the proceeds of the Offer.
· Pirelli RE, a founding shareholder of Spazio and external manager of the Company and its investments, is the largest listed real estate player in Italy with a proven track record in fund and asset management and extensive local market knowledge with strong access to future income-producing and development opportunities.
· Strong alignment of interests between investors and management evidenced by retention of a shareholding in the Company by Pirelli RE, an asset management fee structure with an incentive scheme and a contracted obligation to offer all Italian industrial acquisition opportunities to Spazio.
· Tax efficient structure.
· Experienced management team from Pirelli RE.
· Targeting the Italian industrial light real estate market - the second largest European industrial real estate market behind Germany.
Credit Suisse Securities (Europe (Chicago Options: ^REURUSD - news) ) Limited is acting as Joint Global Co-Ordinator, Joint Bookrunner and Nominated Adviser and Deutsche Bank AG London is acting as Joint Global Co-Ordinator and Joint Bookrunner.
- ENDS -
Enquiries
Brunswick Group LLP Tel: +44 (0) 20 7404 5959
Richard Jacques
Justine McIlroy
Roberta Governale
Credit Suisse (NYSEArca: CSMA - news) Tel: +44 (0) 20 7888 8888
Wenceslao Bunge
Antony Isaacs
Richard Crawley
Deutsche Bank (Xetra: 514000 - news) Tel: +44 (0) 20 7545 8000
Massimo Saletti
Situl Jobanputra
Gilles Ohana
Notes to Editors
The Italian Industrial Real Estate Opportunity
The Italian industrial real estate market is currently the second largest in Europe in terms of physical space, second only to Germany (source: Scenari Immobiliari, May 2006). The market is growing due to the restructuring of the Italian industrial economy, the increasing importance of the outsourcing business and the lack of new, high quality and flexible supply.
The Portfolio
The properties (including such portion of the portfolio to be acquired with the proceeds of the Offer) are located throughout Italy. The majority are income-producing rental properties with quality tenants including Telecom Italia (EUREX: TQIF.EX - news) , Prada and Enel (Madrid: ENE.MC - news) . The portfolio includes two high-profile development assets which management intends to develop or redevelop into income-producing properties or to sell to third parties.
About Pirelli RE
Pirelli RE is the largest real estate company in Italy by market capitalisation (PCRE.MI) with a 15-year track record in fund and asset management and service providing activity. The Group currently manages approximately €6.6 billion of real estate funds plus additional assets for a total of approximately €14 billion (market value as of 30/06/06, stated by CB Richard Ellis (NYSE: CBG - news) ). As a result of its track record in managing real estate assets throughout Italy, Pirelli RE has gained valuable local and regional knowledge. Pirelli RE has strong access to local markets to source future opportunities as a result of its leading position in the Italian real estate market, its strong relationships, a strong brand and a franchising network of 1,020 agencies, including more than 500 fully operative throughout Italy.
www.pirellire.com
About Cypress Grove International LP
Grove and its affiliates serve as advisor to CGI, a real estate private equity fund with an equity base of nearly $1.2 billion.
Grove is a global real estate private equity firm led by Richard Georgi, its Global Managing Partner, and is comprised of a highly cohesive and experienced group of investment, finance, portfolio management, tax and accounting professionals who have worked together for many years. Grove operates from offices in Tokyo, London, Frankfurt, New York (Frankfurt: A0DKRK - news) and Singapore.
Grove currently advises two real estate private equity funds and related co-investment vehicles with a total capital base of up to $2.6 billion. The first fund, Soros Real Estate Investors, C.V. ("SREI"), was formed in 2000 with a total capital commitment of $1 billion and is now fully committed. The second fund, Cypress Grove International L.P. was formed in 2005 with a total capital commitment of nearly $1.2 billion, and with up to an additional $400+ million of capital structured for participation in co-investments.
The contents of this announcement, which have been prepared by and are the sole responsibility of Spazio Industriale Investments I BV, have been approved by Credit Suisse Securities (Europe) Limited, 1 Cabot Square, Canary Wharf, London E14 4QJ and Deutsche Bank AG London, Winchester House, 1 Great Winchester Street, London EC2N 2DB, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.
Credit Suisse Securities (Europe) Limited (acting as Joint Global Co-Ordinator, Joint Bookrunner and Nominated Adviser) and Deutsche Bank AG London (acting as Joint Global Co-Ordinator and Joint Bookrunner) are advising Spazio Investment N.V. and no-one else in relation to the proposed offer of ordinary shares in the capital of the Company (the "Offer") and the proposed application for admission ("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 Spazio Investment N.V. for providing the protections afforded to customers of Credit Suisse Securities (Europe) Limited or Deutsche Bank AG London or 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, Australia, Canada or Japan (EUREX: FMJP.EX - news) 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 an offer of securities for sale in the United States of America, its territories or possessions (the "United States"). The shares to be offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to any "US person" (as defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements thereof. The Company does not intend to conduct a public offering of shares in the United States.
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, not 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).
In connection with the Offer, Deutsche Bank, as stabilising manager, or any of its agents, may, to the extent permitted by applicable law, over-allot and effect transactions with a view to supporting the market price of the Ordinary Shares at a level higher than that which might otherwise prevail in the open market. Deutsche Bank is not required to enter into such transactions and such transactions may be effected on AIM, any over-the-counter market or otherwise. Such stabilising measures, if commenced, may be discontinued at any time and may commence on or after publication of the offer price and will end no later than 30 days thereafter. Save (Milan: SAVE.MI - news) as required by law or regulation, neither Deutsche Bank nor any of its agents intends to disclose the extent of any over-allotments and/or stabilisation transactions under the Offer.
Stabilisation/FSA


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