DGAP-News: Prime Office AG: Prime Office AG plans listing on 24 June 2011
(firmenpresse) - DGAP-News: Prime Office AG / Key word(s): IPO
Prime Office AG: Prime Office AG plans listing on 24 June 2011
07.06.2011 / 19:10
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PRESS RELEASE
Prime Office AG plans listing on 24 June 2011
- Price range of the offered shares has been set at 7.00 Euros to 9.50
Euros per share
- Offer period will start on 8 June 2011 and will likely end on 21 June
2011
- Based on the median of the price range, upon placement of all shares on
offer in this case (including the green shoe option), the total
issuance volume would amount to about 337 million Euros
- Gross proceeds of the Company of at least 210 million Euros are
designated to strengthen the equity capital base in order to achieve a
REIT compliant financing structure and increase the property portfolio
- Status as tax-privileged REIT joint-stock company will be obtained upon
listing: the Company expects to be included in the FTSE EPRA/NAREIT
Global Real Estate Index Series upon listing
Munich, 7 June 2011. Prime Office AG ('Prime Office' or the 'Company'), a
leading property firm focusing on investments in prime office properties in
Germany, has determined the general terms and conditions for the Company's
planned share offering in co-operation with the syndicate banks. The price
range for the share offering has been set at 7.00 Euros to 9.50 Euros. The
period during which interested investors can subscribe for shares will
start on 8 June 2011 and will likely end on 21 June 2011. The listing of
the shares on the regulated market (Prime Standard) of the Frankfurt stock
exchange and on the regulated market of the Munich stock exchange is
expected for 24 June 2011.
The offer consists of 6,959,000 existing shares of the Company from selling
shareholders and 30,000,000 new shares from a capital increase via which
the Company expects to raise gross issuance proceeds of at least 210
million Euros. In addition, the share offering allows for a placement of
5,000,000 new shares in the context of a potential over-allotment (green
shoe option). At the median of the price range and upon placement of all
shares offered in this case and the full exercise of the green shoe option
the total issuance volume will amount to 337 million Euros. The offer
consists of a public offering in Germany as well as an international
placement outside of Germany and the United States of America according to
Regulation S of the U.S. Securities Act 1933 (the 'Securities Act'). In
addition, shares will be offered to 'Qualified Institutional Buyers' within
the United States of America pursuant to Rule 144A of the Securities Act.
Post-IPO, the targeted free float will range between 78.3 and 80.0 percent
(after the exercise of the green shoe option). The selling shareholders,
investors in ten closed-end funds, have agreed not to sell additional
shares during twelve months following the listing (hard lock-up).
'Prime Office stands for a portfolio of high-quality office properties in
Germany, high occupancy levels, leases with high credit-quality tenants and
sustainable long-term cash flows. As a prospective REIT joint-stock company
we thus offer the stability of a leading office real estate firm in Germany
presenting attractive growth opportunities: Prime Office seeks to grow its
existing portfolio by value-driven asset management and plans to grow
through acquisitions of additional attractive office properties in
Germany's nine major office locations . We will use the IPO proceeds to
achieve a REIT compliant financing structure and to accelerate our growth
through selective acquisitions', says Claus Hermuth, CEO of Prime Office.
Net issuance proceeds to increase the property portfolio and strengthen the
capital base
Prime Office intends to use approximately 190 million Euros of the net
issuance proceeds from the offer to strengthen its equity capital base i.e.
reduce liabilities, thereby achieving a REIT compliant financing structure.
In addition, the company proposes to use the remaining net issuance
proceeds from the planned IPO to increase the property portfolio by
selectively buying office properties. Prime Office follows a clearly
defined acquisition strategy with distinct investment criteria and a clear
focus on prime office properties in Germany's nine major office locations1
and other large German cities with strong economic fundamentals. As part of
this strategy, the company intends to buy individual office properties with
an attractive architecture and quality facilities, buildings that may
already be certified or eventually obtain certification as green buildings,
or also selected properties offering opportunities for value increases.
Benefiting from the planned German REIT law
Upon listing, Prime Office plans to transform into a REIT joint-stock
company thus benefiting from the related tax privileges (exemption from
trade and corporate income tax). Prime Office aims to become a leading REIT
joint-stock company for high-quality office properties in Germany. The
Company plans to distribute to its shareholders at least 90 percent of the
distributable annual net profit determined under commercial law as is
provided for in the REIT law. All shares from the placement of Prime Office
will be fully entitled to dividends retroactively from 1 January 2011.
'Our IPO gives investors the opportunity to invest in a leading German
office real estate company and benefit long-term from sustainable dividend
payments in line with the German REIT law. Its IPO will make Prime Office
one of the most attractive REIT investments in Germany', says Alexander von
Cramm, CFO of Prime Office.
Additional details on the offer
UniCredit Bank and Berenberg Bank will act as Joint Global Coordinators and
Joint Bookrunners. Kempen&Co and Macquarie Capital (Europe) Limited have
been mandated as Co-Lead Managers. Interested investors can submit their
purchase offers to the branches of the syndicate banks and the related
on-line portals from the beginning of the offer period on 8 June 2011 until
the end of the offer period. The offer period will likely end on 21 June
2011 at 12:00 hours CEST for private investors and at 17:00 hours CEST for
institutional investors. Prime Office expects to communicate the final
issuance price of the shares on 21 June 2011 in an ad hoc statement. The
listing in the regulated market (Prime Standard) of the Frankfurt stock
exchange and in the regulated market of the Munich stock exchange is
scheduled for 24 June 2011 under the stock market symbol PMO. The
international securities identifier (ISIN) of Prime Office will be
DE000PRME012, the German securities identification number (WKN) will be
PRME01.
The prospectus of Prime Office has been approved by the Federal Financial
Supervisory Authority (BaFin) on 7 June 2011. The prospectus of Prime
Office is available from the company's homepage (www.prime-office.de) for
downloading. From this date, a printed copy of the prospectus will also be
available free of charge during normal business hours from the Company and
the syndicate banks.
Key IPO dataContact
First day of trading 24 June 2011
Subscription period 8 till 21 June 2011
Price range 7.00 to 9.50 Euros per share
Issuance volume Approximately 337 million Euros (based on the
median of the price range and provided all shares
offered in this case are placed and the green shoe
is fully exercised)Capital Gross issuance proceeds
of at least approximately 210 million Euros
Type of issue Public offering of shares in Germany and private
placements outside of Germany and outside of the
United States of America; offering in the United
States of America to 'Qualified Institutional
Buyers'pursuant to Rule 144A of the Securities Act
Stock exchanges Frankfurt stock exchange (Prime Standard) and
Munich stock exchange
ISIN DE000PRME012
WKN PRME01
Syndicate banks UniCredit Bank and Berenberg Bank (Joint Global
Coordinators and Joint Bookrunners) and Kempen&Co
and Macquarie (Co-Lead Managers)
Lock-up 12 months for selling shareholders 6 months for the
Company and another 6 months only upon prior
approval by the Joint Global Coordinators
Prime Office AG
Richard Berg
Director Investor Relations / Corporate Communications
Hopfenstraße 6
80335 Munich
Telephone +49. 89. 710 40 90 40
Facsimile +49. 89. 710 40 90 99
Email richard.berg(at)prime-office.de
About Prime Office AG
Prime Office AG ('Prime Office') is a leading property firm focusing on
investments in high quality office buildings in Germany. The company's
portfolio consists of 14 office properties in central locations across
major cities and conurbations in Western Germany with a total useable area
of approximately 385,000 square metres. According to a valuation performed
by the property surveyor CB Richard Ellis, the 14 properties had a total
market value of 970 million Euros as at 31 March 2011. The property
portfolio of Prime Office exclusively consists of individual buildings in
premium locations. All holdings are select modern office properties with an
attractive architecture and high building quality. The portfolio is broadly
diversified across locations and tenants. The properties are rented
long-term to high credit-quality tenants. Prime Office AG intends to
generate stable long-term rental income using a return-oriented approach of
managing the existing portfolio based on broad property, location and
tenant diversification. Rental income is also expected to grow consistently
through the addition of suitable individual properties. The company plans
to become a leading specialised REIT for prime office properties in
Germany.
For additional information on Prime Office AG please visit us in the
Internet on: www.prime-office.de
Disclaimer
This press release is not a prospectus and, to the extent that it may
constitute an advertisement, does not constitute an offer to sell or the
solicitation of an offer to purchase the shares or other securities of
Prime Office AG. Subject to the approval of the German Federal Financial
Supervisory Authority (BaFin), it is anticipated that a prospectus will be
published on June 7, 2011 and investors will be able to obtain a free copy
from Prime Office AG (Hopfenstraße 6, 80335 München) or on the website
www.prime-office.de and from the Joint Global Coordinators.
This release is not an offer of securities for sale in the United States of
America. Securities may not be offered or sold in the United States of
America absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended (the 'Securities Act'). Any public
offering of securities to be made in the United States of America would be
made by means of a prospectus that could be obtained from Prime Office AG
and that would contain detailed information about the company and
management, as well as financial statements. There will be no public offer
of the securities in the United States of America.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in Australia, Canada or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada or
Japan.
End of Corporate News
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07.06.2011 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Language: English
Company: Prime Office AG
Hopfenstraße 6
80335 München
Deutschland
Phone: +
Fax: +
E-mail: richard.berg(at)prime-office.ag
Internet: www.prime-office.ag
ISIN: DE000PRME012
WKN: PRME01
Listed: Regulierter Markt in Frankfurt (Prime Standard)
Notierung vorgesehen.
End of News DGAP News-Service
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127819 07.06.2011Unternehmensinformation / Kurzprofil:
Datum: 07.06.2011 - 19:10 Uhr
Sprache: Deutsch
News-ID 34334
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