Speymill Deutsche Immobilien In Heads Of Terms Pact With Speymill

LONDON (Dow Jones)--Speymill Deutsche Immobilien Co PLC (SDIC.LN) said Thursday the Board of SDIC has reached final agreement on the heads of terms with Speymill PLC (SYG.LN) in relation to the termination of the Investment Management Agreement, or IMA, and the acquisition of the Company's investment adviser, GOAL service GmbH. MAIN FACTS: -The internalization of the management, investment advisory and property management functions which is intended to be achieved through the termination of the IMA and acquisition of GOAL, is an important step towards achieving an overall funding solution as it is anticipated that it will enable the Company to realize a substantial level of cost saving, with an immediate impact on the level of monthly cash outflows. -The Internalization has received the support of various stakeholders in the Company including the Company's key debt providers and shareholders. -SDIC has entered into an agreement to terminate the IMA with effect from June 1. -The consideration to be paid, in lieu of notice, for the termination of the IMA is EUR7.851 million which is to be settled by the transfer to SPG of property assets owned by the Company, at the latest DTZ valuation. -To cover the handover of services over the intervening period, the Company had agreed to pay SPG the fees due under the IMA for a period of six weeks from June 1, expected to be about EUR1.14 million, and such fees to be settled also by transfer to SPG of property assets. -The consideration for the termination of the IMA and the payment for the six week period will be satisfied by the transfer to SPG of shares in two separate special purpose vehicles, which will include both the property assets and the associated loans. -The first transfer is scheduled to take place within seven days from the date of termination of the IMA and the second by Aug. 15. -The agreement includes adjustment provisions so as to enable the Company to meet the level of agreed consideration for the termination of the IMA and the payment of the IMA fee for the six week period from June 1. -At the same time, the Company, SPG, GOAL and Speymill plc shall enter into a continuing services agreement with effect from June 1. -Under the terms of the Continuing Services Agreement, each of SPG and GOAL shall continue to provide similar services as they are currently obliged to do under the terms of the IMA until the earlier of the completion of the acquisition of GOAL by SDIC or Aug. 15. -These arrangements are intended to enable the Company and SPG to achieve an orderly handover of the services provided over an acceptable period. -The Company has also agreed to acquire the entire issued share capital of GOAL from Speymill Property Group (U.K.) Limited at its net asset value. -The net asset value of GOAL as at Dec. 31, 2009 was EUR1.9 million and will be adjusted for any post balance sheet events as at completion. -The consideration for the acquisition of GOAL will be satisfied by the issue of a convertible loan note to SPGU.K. -Shares at 1111 GMT down 0.01 pence, or 0.2%, at 4.06 pence. -By Iain Packham, Dow Jones Newswires; 44-20-7842-9269; iain.packham@dowjones.com (END) Dow Jones Newswires June 17, 2010 07:14 ET (11:14 GMT)