ProLogis European Properties responds to increased offer from ProLogis
(Thomson Reuters ONE) -
News release
ProLogis European Properties responds to increased offer from ProLogis
Luxembourg - 11 May 2011 - ProLogis European Properties (Euronext: PEPR)
announces the publication of its revised reasoned opinion following the
publication of ProLogis' (NYSE: PLD) Supplement to the Offer Document, dated 9
May 2011, increasing the offer price to ?6.20 per Ordinary Unit and ?6.20 per
Convertible Preferred Unit (the "Offer") and extending the offer period to 6pm
CET on 18 May 2011. The revised reasoned opinion is available on the PEPR
website, www.prologis-ep.com. The conclusion of the revised reasoned opinion,
which should not be read in isolation from the entire document, is as follows:
"The Management Company, after further consultation with its external advisors
and Independent Members of the PEPR Board, whilst recognising that the Offer
contains an improvement to the initial price in the Offer, continues to believe
that PEPR's full value potential has not been reflected in the Offer for holders
of either the Ordinary or the Convertible Preferred Units and accordingly,
considers ProLogis' Offer of ?6.20 per Ordinary Unit and ?6.20 per Convertible
Preferred Unit to be inadequate from a financial point of view. In this respect,
reference is made to the Management Company's assessment of the Offer, as
included in Section 3 of this revised reasoned opinion.
Nonetheless, the Management Company notes that APG and GIC, respectively PEPR's
second and third largest Unitholders and both long term investors in PEPR, have
agreed to sell their entire stakes at the revised Offer Price. The Management
Company further notes that this and further purchases in the open market raises
the ProLogis Group's ownership to at least 59.91% of the Ordinary Units and
90.62% of the Convertible Preferred Units. As a consequence, the ProLogis Group
now holds in excess of 50% of the Ordinary Units and is closer to holding 67% of
the Ordinary Units. The significance of these holding thresholds is set out in
Section 3.3 of this revised reasoned opinion.
Unitholders are advised that the trading dynamics of the Units could be affected
by market, financial and business risks and that although the Offer does not
reflect the full value potential of PEPR, the Offer could potentially represent
a liquidity event for those Unitholders who may consider, amongst other aspects,
(i) that the risk return profile of PEPR is not in line with their investment
objectives and/or (ii) that any increased holding in PEPR by the ProLogis Group
may have an effect on the future market liquidity of the Units.
Unitholders should consider their own individual circumstances and risk return
objectives in deciding whether to accept or reject the Offer. Among other
aspects, the following points should be carefully considered by Ordinary
Unitholders in particular:
1) the further reduction in liquidity and free float of the Units as a
result of any other Unitholders tendering their Units under the Offer; and
2) the likelihood of an alternative offer materialising has been
significantly reduced.
The Independent Members of the PEPR Board unanimously endorse the opinion of the
Management Company. Having carefully considered all of the above and their own
individual circumstances, the Independent Members of the PEPR Board and the
managers of the Management Company intend to accept the Offer in respect of
their own holdings of vested Ordinary Units where there are no individual
adverse tax implications. The managers of the Management Company who hold
Convertible Preferred Units do not intend to accept the Offer with regard to
those Units."
Peter Cassells, chief executive officer of PEPR, commented "In reaching our
conclusion, we have continued to consult with the Independent Members of the
PEPR Board and have received updated external legal and financial advice. Whilst
we believe that the revised offer still does not reflect PEPR's full value
potential, Unitholders should carefully evaluate their alternatives in light of
the further reduced liquidity of the Units."
Geoffrey Bell, chairman of the PEPR Board, added "The Management Company and the
Independent Members of the Board have been working and will continue to work
diligently to safeguard the interests of PEPR as a whole and all Unitholders. We
are pleased to see the improvement in ProLogis' offer which provides a certain
outcome to all Unitholders who may choose to avail themselves of the offer."
THE ABOVE CONCLUSION OF THE REVISED REASONED OPINION MUST BE READ IN CONJUNCTION
WITH THE REVISED REASONED OPINION IN ITS ENTIRETY.
IN MAKING A DECISION TO PARTICIPATE IN THE OFFER, UNITHOLDERS SHOULD RELY ON
THEIR OWN ANALYSIS OF THE TERMS OF THE OFFER, INCLUDING ITS OPPORTUNITIES AND
RELATED RISKS, AS SET OUT IN THE OFFER DOCUMENT AND THE SUPPLEMENT TO THE OFFER
DOCUMENT, TAKING INTO ACCOUNT ALL CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO
PERSONAL AND EXTERNAL CIRCUMSTANCES. UNITHOLDERS SHOULD FURTHERMORE RELY ON
THEIR PERSONAL ASSESSMENT OF THE POSSIBILITIES FOR PEPR'S FURTHER DEVELOPMENT AS
WELL AS THE VALUE AND STOCK MARKET PRICE OF THE UNITS.
-Ends-
For further information, please contact:
Investors:
Jennifer Crooke
+44 207 518 8708
jcrooke(at)prologis.com
Media:
Ed Orlebar / Charlotte McMullen
+44 207 920 2323 / +44 207 920 2349
orlebar(at)mcomgroup.com / mcmullen(at)mcomgroup.com
About ProLogis European Properties (PEPR)
ProLogis European Properties, or PEPR, is one of the largest pan-European owners
of high quality distribution and logistics facilities. PEPR was established in
1999 as a closed-end, real estate investment fund, externally managed by a
subsidiary of ProLogis, a leading global provider of industrial distribution
facilities. In September 2006, ordinary units in PEPR were listed on the
Luxembourg Stock Exchange and Euronext Amsterdam.
As at 31 March 2011, PEPR had a portfolio of 232 buildings, covering 4.9 million
square metres in 11 European countries, with an estimated market value of ?2.8
billion. The portfolio has an occupancy level of 93.2% and an average of 3.4
years to the next lease break or 5.3 years to lease expiry.
ProLogis European Properties responds to increased offer from ProLogis:
http://hugin.info/139145/R/1514745/450852.pdf
This announcement is distributed by Thomson Reuters on behalf of
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: ProLogis European Properties via Thomson Reuters ONE
[HUG#1514745]
Unternehmensinformation / Kurzprofil:
Datum: 11.05.2011 - 17:11 Uhr
Sprache: Deutsch
News-ID 54546
Anzahl Zeichen: 7642
contact information:
Town:
Luxembourg
Kategorie:
Business News
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