PEPR intends to convert its legal structure to improve financial
flexibility
(Thomson Reuters ONE) - This press release is not an offer of securities for sale, or thesolicitation of an offer to buy securities, in the United States orelsewhere. The securities mentioned in this press release have notbeen and will not be registered pursuant to the US Securities Act of1933, as amended. They cannot be offered or sold in the United Statesabsent registration or an exemption from registration. No publicoffer of the securities has been or will be made in the United Statesor elsewhere.This press release contains certain forward-looking statements. Theseforward-looking statements involve certain risks and uncertaintiesthat could cause actual results to differ materially from thoseindicated in such forward-looking statements. The company assumes noobligation to update any forward-looking statement contained in thispress release.News release ProLogis European Properties intends to convert its legal structure to improve financial flexibility -- Conversion will also enhance corporate governance structure --Luxembourg - 02 September 2009 - ProLogis European Properties(Euronext: PEPR), one of Europe's largest owners of moderndistribution facilities, today proposes, subject to investorapproval, to convert its legal structure from a fonds commun deplacement ('FCP') into a société d'investissement à capital fixe('SICAF').A SICAF is a company which is managed by a General Partner and it isproposed that the Management Company of PEPR will act as GeneralPartner post conversion. In addition the PEPR Board will continue itsrole as the Supervisory Board of the SICAF.Following final regulatory approval of the relevant disclosuredocuments, PEPR intends to call an Extraordinary General Meeting('EGM') for its investors to vote on the conversion proposal. TheConvening Notice of EGM and a letter to investors concerning theproposed conversion, together with a Draft Information Memorandumwill be sent to investors once regulatory approval is obtained. Thesedocuments will then be available on the PEPR website,www.prologis-ep.com. The Draft Information Memorandum will be issuedin final form following the successful implementation of the proposedconversion.Benefits of the proposed conversion * Increased financial flexibility to react to any further deterioration in the real estate or credit markets by enabling PEPR to raise equity, if necessary, at a price below its net asset value per unit. This option is prohibited under the FCP structure * Improved transparency as shareholders' rights are enshrined in law, with greater legal precedents * Enhanced corporate governance structure * No impact on PEPR's tax efficient structure * PEPR to remain listed on Euronext Amsterdam (with no change to ISIN or indices PEPR is a component of)Commenting on the proposed conversion, Peter Cassells, chiefexecutive officer of PEPR, said:"The proposed conversion into a SICAF is a prudent step to providethe management team and PEPR Board with greater flexibility to managethe future of the business. Whilst we have made significant progresswith our deleveraging strategy since the beginning of the year, theweakness in the macro economic environment continues to impact thereal estate and credit markets.The proposed conversion will enable us to protect PEPR against thedownside risk of further deterioration in property values andprovides flexibility to address significant debt maturities ofapproximately ?570 million in 2010. In addition, the conversionhelps position the business to exploit attractive marketopportunities. As such, PEPR's management company and Board believethe proposed conversion is in the best interests of investors as awhole and recommend that investors vote in favour of approving theconversion."In their capacities as investors, the PEPR Board members and ProLogis(NYSE: PLD) have indicated their intention to vote in favour of theconversion.The conversion is subject to regulatory approval and will only beproposed to investors after regulatory approval has been obtained.Corporate governance improvementsThe management company and PEPR Board are using the conversion as anopportunity to propose certain improvements to PEPR's corporategovernance structure. Key enhancements include: * Removal of existing voting restrictions limiting (i) the voting power of any investors to vote more than 9.9% and (ii) five or fewer investors from voting more than 50% of the units. Following conversion, each share is entitled to one vote. * The SICAF Board will be authorised to convene and table an agenda item for an EGM. * 10% minimum ownership threshold for shareholders to convene and/or table an agenda item for an EGM, reduced from 20% under the current FCP structure. * New right for shareholders owning at least 10% of shares to propose a candidate for the position of Independent Board Member. * Only Independent Board Members will participate in the nomination committee to propose successor Independent Board Members. At present, this nomination committee includes one ProLogis Board Member. * ProLogis Board Members excluded from voting on all related party transactions involving ProLogis. At present the entire Board is entitled to vote with only limited exceptions. * Greater authority for any one Board Member to convene and table an agenda item for a Board meeting, compared to two Independent Board Members subject to management company approval at present.The complete Articles of Incorporation for the proposed SICAF will beincluded in the Draft Information Memorandum.Morgan Stanley is acting as Financial Advisor on the conversion. -Ends-For further information, please contact:ProLogis European Properties+44 20 7518 8708Jennifer van der Eem, VP Investor Relationsjvandereem(at)prologis.comM:Communications+44 20 7920 2323 or 7920 2349Ed Orlebar/Charlotte McMullenorlebar(at)mcomgroup.com/mcmullen(at)mcomgroup.comMorgan Stanley+44 20 7425 3009Richard StocktonRichard.stockton(at)morganstanley.comAbout ProLogis European PropertiesProLogis European Properties, or PEPR, is one of the largestpan-European owners of high quality distribution and logisticsfacilities. PEPR was established in 1999 as a closed-end, real estateinvestment fund, externally managed by a subsidiary of ProLogis, aleading global provider of industrial distribution facilities. InSeptember 2006, PEPR was listed on Euronext Amsterdam.As at 30 June 2009, PEPR has a portfolio of 232 buildings, covering4.9 million square metres in 11 European countries, with a marketvalue of ?3.0 billion. The portfolio has an occupancy level of 96.9%and an average of 3.6 years to the next lease break or 5.8 years tolease expiry.This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 02.09.2009 - 18:21 Uhr
Sprache: Deutsch
News-ID 5419
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