DGAP-News: GAGFAH S.A. / Key word(s): Capital Increase
GAGFAH Resolves on Sale of Treasury Shares and Capital Increase to
Accelerate Strategy / Fortress to Reduce Shareholding in GAGFAH
09.07.2013 / 18:40
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THIS ANNOUNCEMENT MAY NOT BE PUBLISHED, TRANSMITTED OR DISTRIBUTED IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN OR INTO ANY
JURISDICTION WHERE DOING SO WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY
SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN
SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
Press Release: July 9, 2013
GAGFAH S.A.
2-4, rue Beck
L-1222 Luxembourg
ISIN: LU0269583422
Frankfurt Stock Exchange (Ticker Symbol: GFJ)
Regulated Market (Prime Standard)
GAGFAH Resolves on Sale of Treasury Shares and Capital Increase to
Accelerate Strategy / Fortress to Reduce Shareholding in GAGFAH
- Fortress will reduce its shareholding to below 50% post the successful
completion of the offering
- Sale of a total of 40,000,000 GAGFAH shares consisting of
- 10,500,000 treasury shares,
- 9,500,000 newly issued shares, and
- 20,000,000 shares sold by current majority shareholder Fortress
- The proceeds received by the Company will allow GAGFAH to accelerate
its strategy of improving its capital structure and pursuing additional
value-enhancing capex projects
- 2013 guidance of 5% - 10% FFO per share growth confirmed, also on fully
diluted basis
- 2014 guidance of 7.5% - 12.5% FFO per share growth
- GAGFAH intends to resume dividend payments for the second half of 2014,
to be paid in 2015
Today, GAGFAH S.A. ('GAGFAH') resolved to place 10,500,000 treasury shares
and to issue 9,500,000 new shares.
At the same time, Fortress Investment Group LLC ('Fortress') and its
affiliates have decided to reduce their holdings in GAGFAH by selling
20,000,000 GAGFAH shares as part of the transaction. Fortress and its
affiliates own a total of 60.8% of GAGFAH shares prior to the offering.
Following the successful completion of the combined offering, Fortress and
its affiliates will reduce their holdings in GAGFAH to below 50%.
The Company intends to use the net proceeds of this offering to accelerate
its capital structure improvements and to pursue additional value-enhancing
capex projects in its real estate assets.
Thomas Zinnöcker, CEO of GAGFAH GROUP, commented: 'GAGFAH has made
significant progress in refinancing large parts of its near-term debt and
is taking a revised approach to managing its portfolio. We believe that
there continues to be sufficient appetite for German residential stocks
among the investment community, and we are taking this capital increase as
a key step to support our strategy. The proceeds will be primarily used to
optimize our capital structure and to invest in additional value-enhancing
capex projects.'
Gerald Klinck, CFO of GAGFAH GROUP, added: 'We intend to use two thirds of
the proceeds from this transaction to delever the debt on the NILEG
entities. The weighted average coupon on that portfolio is currently
approximately 5.11%, and by reducing the debt volume and refinancing at
current interest rate levels, we can resolve our remaining major
refinancing obligations and achieve attractive yields on the equity
proceeds. The remaining one third of the proceeds from the capital raise
will go into modernization projects, for which we target a yield of more
than 7.5%.'
In spite of the higher share count following the completion of this
transaction, GAGFAH reiterates its FFO guidance for this year, which is 5%
- 10% FFO per share growth, also on a new diluted share basis.
For 2014, GAGFAH is targeting 7.5% - 12.5% FFO per share growth through
operational improvements. Upon completion of this transaction, the planned
operational improvements, and the successful refinancing of the 2014
maturities, GAGFAH intends to resume dividend payments for the second half
of 2014, to be paid in 2015.
The new shares shall be admitted to trading on the regulated market on the
Frankfurt Stock Exchange. The shares being sold shall be offered to
institutional investors for purchase by way of an accelerated bookbuilding.
Both GAGFAH and Fortress have agreed to a lock-up of 120 days as of the
closing of the transaction.
Deutsche Bank and Goldman Sachs International are acting as Joint Global
Co-Ordinators and together with UniCredit Bank AG as Joint Bookrunners for
the transaction.
Contact
Investor Relations
Rene Hoffmann
Tel.: +352 266 366 21
Mail: rhoffmann@gagfah.com
www.gagfah.com
GAGFAH S.A.
2-4, rue Beck
L-1222 Luxembourg
R.C.S. Luxembourg B 109.526
Media
Dirk Schmitt
Tel.: +49 201 1751 362
Mail: dschmitt@gagfah.de
www.gagfah.de
GAGFAH GROUP
PrinzeÃ-Luise-StraÃe 33
D-45479 Mülheim a. d. Ruhr
About GAGFAH S.A.
GAGFAH S.A. is a joint stock corporation organized under the laws of the
Grand Duchy of Luxembourg qualifying as a securitization company under the
Luxembourg Securitization Law of March 22, 2004. The core business of
GAGFAH S.A.'s operating subsidiaries is the ownership and management of a
residential property portfolio located in Germany.
GAGFAH's portfolio includes approximately 145,000 own residential units and
more than 40,000 units under property and facility management for third
parties. Our portfolio makes us one of the largest residential property
companies listed in Germany, and we believe that our size, our significant
presence in the key residential markets and our scalable operating platform
make us one of the leading providers of housing for low- to medium income
households in Germany. Our operating subsidiaries are full-scale service
providers for a broad range of property and facility management services
with a clear focus on residential properties. The key elements of our
strategy are (i) to create sustainable and increasing cash flows out of the
existing asset base (rent, occupancy, property costs, platform), (ii) to
invest in value-enhancing portfolio properties, (iii) to pursue accretive
growth opportunities, and (iv) to realize value through asset sales.
This announcement is for information purposes and is not intended to
constitute, and should not be construed as an offer to sell or a
solicitation to buy or subscribe to any securities, and the offer of GAGFAH
S.A. shares does not constitute a public offer in any jurisdiction. Any
public offer of securities would be made by means of a prospectus that
contains detailed information about GAGFAH S.A., including financial
statements. In accordance with the Prospectus Directive (2003/71/EC, as
amended by Directive 2010/73/EU), no prospectus is required in connection
with the issuance of securities described in this announcement. A
prospectus will not be published in connection with the bookbuild.
Neither this announcement nor the information contained in it may be taken,
transmitted or distributed directly or indirectly into the United States of
America (including its territories and dependencies, any State of the
United States and the District of Columbia). The securities referred to
herein 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 or into the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act. Neither this announcement nor the information contained
herein constitutes or forms part of an offer of securities for sale or the
solicitation of an offer to buy securities in the United States of America
or in any other jurisdiction. There will be no public offer of any
securities in the United States of America or in any other jurisdiction.
This announcement includes statements that are, or may be deemed to be,
forward-looking statements. Any forward-looking statements are subject to
risks relating to future events and assumptions relating to GAGFAH's
business. No assurances can be given that the forward-looking statements in
this announcement will be realized. As a result, no undue reliance should
be placed on these forward-looking statements as a prediction of actual
results or otherwise.
End of Corporate News
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09.07.2013 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: GAGFAH S.A.
2-4, rue Beck
1222 Luxemburg
Grand Duchy of Luxembourg
Phone: + 352 266 366 1
Fax: + 352 266 366 01
E-mail: info@gagfah.com
Internet: www.gagfah.com
ISIN: LU0269583422, LU0269583422
WKN: A0LBDT
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
End of News DGAP News-Service
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220511 09.07.2013
DGAP-News: GAGFAH Resolves on Sale of Treasury Shares and Capital Increase to Accelerate Strategy / Fortress to Reduce Shareholding in GAGFAH
| Source: EQS Group AG