Northern Logistic Property (NLPR) - Underwritten rights issue of NOK
100 million
(Thomson Reuters ONE) - In order to strengthen Northern Logistic Property ASA's ("NLP" or"the Company") balance sheet and prepare for the opportunities andchallenges in the current market, the Board of Directors has decidedto call for an extraordinary general shareholders meeting to be heldprimo November 2009 to resolve a share capital increase as follows: * Structure: Rights issue with tradable rights * Amount: Approximately NOK 100 million, fully Guaranteed * Subscription price: NOK 12 * Subscription rights: One existing share give rights for 0.3136 new shares * Timing: Planned completion early December 2009Per Kumle, Chairman of NLP, comments as follows:"Over the last year, the Board of NLP has evaluated measures toimprove the Company's equity base, including asset sales, reducingcapital expenditures, cutting operating costs and the issuance of newequity.The Company has firstly prioritized asset sales as a means ofreducing gearing. As a result of this work, NLP announced on October13, 2009, an agreement to sell a portfolio of 5 properties with agross property value of SEK 525 million to Kungsleden. Thetransaction improves the cash position of NLP, removes the need torefinance the SEK 386 million seller note maturing in 2011, andremoves a potential investment obligation within this portfolio.NLP, as announced in a press release on October 13, 2009, has enteredinto agreements related to two of its loan facilities therebyremoving any uncertainty with regards to compliance with LTVcovenants under both loan facilities until third quarter 2010. Inexchange, the Company has agreed to an accelerated amortisation planof SEK 88.3 million in total for the corresponding period for bothagreements.The Board of Directors has clearly stated in both the Annual Reportand the second quarter report that the Company needs to strengthenits balance sheet. The announced asset sale combined with the loanagreement addendums has improved the Company's financial positionsignificantly, but the Board opines that it is in the shareholders'best interests to further strengthen NLP's capital base through alimited equity issue.The net proceeds will further provide the Company with: * the opportunity to proactively work with our existing and potential new customers to meet their need for modern and efficient logistic properties; * a base from which the Company can maintain a strong and balanced relationship with its financing partners and secure future funding commitments when needed; * an opportunity to consider acquiring new properties that would strategically fit the Company's existing asset portfolio; and * a reduction of the refinancing risk for the debt facility with Deutsche Pfandbriefbank AG maturing in 2011 which carries an option to extend the facility for two years from 2011 provided that NLP is in compliance with each of the undertakings in the agreement.After the equity issue, loan to value ("LTV") would, on a pro formabasis, show a reduction to 76.8% (78.6%) and the solvency ratio wouldincrease to18.3% (16.6%). The pro forma numbers are based on NLP'sconsolidated financial statements as of June 30, 2009, and are notadjusted for asset sales subsequently announced."Transaction highlightsThe proposed share capital increase will be conducted as a RightsIssue with pre-emptive rights for existing shareholders in NLP as perthe date of the extraordinary general meeting.One existing share in NLP will entitle the holder to receiveallocation of 0.3136 new shares in the company. The subscriptionrights will be tradable and listed on the Oslo Stock Exchange withticker NLPR T. Any subscription rights not used or sold during thesubscription period will lapse and cease to carry any value.The shares are expected to be traded excluding subscription rightsfrom the day after the extraordinary general meeting. Thesubscription price per new share in the Rights Issue will be NOK12.00 per new NLP share. This is 40% below the closing price onOctober 16, 2009, of NOK 20.00. Furthermore the subscription pricerepresents a discount of 34% to TERP[1].The proposed share capital increase has been fully underwritten by aconsortium consisting of existing shareholders. Each underwriter hasundertaken, pro rata to his share of the underwritten amount, tosubscribe for those shares not validly subscribed for within thesubscription period. Any shares subscribed for in the Rights Issuewill be deducted from the underwriter's duties under the underwritingagreement.The following primary insiders and related parties are participatingin the underwriting consortium: * T Klaveness Eiendom AS (Unni Tenold): NOK 18 million * Satrap Kapitalforvaltning AB (David Mindus): NOK 18 million * Canica AS (Pål Hvammen): NOK 10 millionThe underwriters, representing approximately 41% of the votes of theCompany, have authorized the Chairman of the Board to vote in favorfor the share capital increase at the Company's extraordinary generalshareholders meeting. If the share capital increase has not beenapproved by the Company's extraordinary general shareholders meetingwithin December 31, 2009, the underwriting commitment willautomatically lapse.The guarantee consortium has been established by ABG Sundal CollierNorge ASA who will act as Sole Manager in the Rights Issue.The Rights Issue is planned to be completed early December 2009.NLP will prepare a prospectus for the Rights Issue which is subjectto approval from Oslo Børs.[1] Theoretical ex-rights priceFor further information, contactPer Kumle, Chairman of the Board, Northern Logistic Property ASA,tel: +47 91 80 39 63, e-mail: per.kumle(at)nlpasa.comPer Gunnar Rymer, CEO, Northern Logistic Property ASA,tel: +47 90 77 76 27, e-mail: per.gunnar.rymer(at)nlpasa.comThis information is subject of the disclosure requirements accordingto the Norwegian Securities Trading Act § 5-12.http://hugin.info/137677/R/1348192/324392.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 19.10.2009 - 08:47 Uhr
Sprache: Deutsch
News-ID 7047
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