Adams Regulatory News (ADA)

24 Apr 2007 07:02

Dawnay, Day Carpathian PLC24 April 2007 Not for release, publication or distribution in whole or part, in or into the United States, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction DAWNAY, DAY CARPATHIAN PLC ("DDC" or "the Company"), 24 April 2007 Announcement of a proposed placing of 83,333,334 new ordinary shares at 120p per share, a final dividend for 2006 and a first interim dividend for 2007 Highlights: • Placing of 83,333,334 new ordinary shares, raising £100 million (€147.4 million) • Current pipeline of potential acquisitions has an estimated purchase price of approximately £1 billion (€1.5 billion) • New funds together with debt facilities will be used to acquire assets in Central and Eastern Europe • Placing is conditional upon shareholder approval at an EGM on 17 May 2007 • Final dividend for 2006 of 4p per share and first interim dividend for 2007 of 3.33p per share • Directors targeting a total dividend of 10p for 2007 (to be paid in three equal instalments) and a total dividend of 10p for 2008 Placing Dawnay, Day Carpathian PLC, the retail commercial property investment companyestablished to invest in Central and Eastern Europe, is pleased to announce itsintention to raise £100 million (before expenses) (€147.4 million) by means of aplacing ("the Placing") of 83,333,334 new ordinary shares ("the Placing Shares")at 120p per share. The net proceeds of the Placing will be used to fund theCompany's continuing investment programme and new business opportunitiesincluding the development and regeneration of properties in Central and EasternEurope. The Placing is conditional upon the passing of resolutions byshareholders to, inter alia, increase the Company's share capital and to grantthe necessary authorities to allot the Placing Shares, at the ExtraordinaryGeneral Meeting scheduled for 17 May 2007 ("the EGM"). Dealings in the PlacingShares are expected to commence on or around 18 May 2007. On 2 April 2007, the Company announced it had reached its full investment targetset at admission of the Company to AIM on 26 July 2005 ("Admission"), with over90% of the funds raised at the time of Admission invested or committed. TheCompany's asset manager, Dawnay, Day PanTerra (the "Property Advisor") hasidentified a pipeline of potential transactions with an estimated purchase priceof approximately £1 billion (€1.5 billion). The Company intends to use the netproceeds of the Placing, together with further debt facilities, to make furtheracquisitions, with the intention to be substantially invested by 31 December2008. While the Company will continue to invest primarily in established propertyassets, it will also seek to augment the diversity and overall return achievedby the portfolio with new development/regeneration projects. These non-incomeproducing projects will typically be undertaken on a joint venture basis withlocal developers and will comprise no more than 25 per cent. of the Company'sequity share capital at any one time. The Company believes that by entering intomore joint venture and risk-sharing arrangements with local developers as wellas its own direct developments, suitable properties can be added to theportfolio at an attractive discount to their likely investment value. Final Dividend 2006 and First Interim Dividend 2007 In line with the Company's objective of maintaining a progressive dividendpolicy, the Board has declared, subject to shareholder approval at the EGM, afinal dividend in respect of the financial year ended 31 December 2006 ("theFinal Dividend") of 4p per share. The record date for the Final Dividend is 4May 2007. Also, further to the directors' intention to continue to provide investors withsubstantial dividends, the Board has also declared a first interim dividend inrespect of the financial year ended 31 December 2007 ("the First InterimDividend") of 3.33p per share. The record date for the First Interim Dividend isalso 4 May 2007. The Placing Shares do not qualify for the Final Dividend and the First InterimDividend but they will rank pari passu in all other respects and will qualifyfor any further dividends including the one remaining interim dividend togetherwith the final dividend for the financial year ended 31 December 2007, whichwill result in an aggregate dividend payment of 10p per share for that financialyear, paid in three equal instalments. Further, the Board is also targeting adividend of 10p per share for the financial year ended 31 December 2008. Background Information Incorporated on 2 June 2005 in the Isle of Man for the purpose of investing inthe retail property markets of Central and Eastern Europe, upon Admission, theCompany raised gross proceeds of £140 million (€206.3 million). The Company's strategy is to create value through investing in predominantlycommercial retail properties such as shopping centre, supermarkets and retailwarehouses located in Central and Eastern Europe. This includes countries thathave benefited from EU accession on 1 May 2004 and 1 January 2007 respectively. The Company announced on 12 March 2007 that as at 31 December 2006, theCompany's portfolio was valued by DTZ Debenham Tie Leung Limited at £368.7million (€543.4 million), giving a net uplift of £36.8 million (€54.2 million)compared to the 31 December 2005 valuation (or the purchase price if acquiredthereafter). The unaudited net asset value per share, adjusted to excludegoodwill and any deferred tax liabilities arising on the property valuations,rose to 126.7p from 98.2p, an increase of 29 per cent. The Property Advisor has gained extensive local and regional knowledge due toits activities in the Central and Eastern Europe property markets. The number ofprofessional personnel employed by the Property Advisor and focussed uponCentral and Eastern Europe has increased from 7 to 24 since Admission and it nowhas an established local presence in Warsaw, with significant expertise,including a team of five professional personnel. As a result, the PropertyAdvisor is in a good position to identify further acquisition opportunities andto realise their maximum potential. The announcement of the Company's preliminary results for the financial yearended 31 December 2006 will be made on 10 May 2007. Commenting on this announcement, Rupert Cottrell, Chairman of Dawnay, DayCarpathian said: "We have been very encouraged by investor response to theproposed Placing which we believe reflects well on the strength of our propertyportfolio acquired to date. The macro economic environment remains positive andwe expect the continued economic and political progress being achieved bycountries in Central and Eastern Europe should provide a positive backdrop tothe Group's activities." Enquiries: Dawnay, Day PanTerra Peter Klimt 020 7834 8060 Paul Rogers Balazs Csepregi Numis Securities Andrew Dawber 020 7260 1000 Anthony Richardson Bruce Garrow Cardew Group Tim Robertson 020 7930 0777 Catherine Maitland The contents of this announcement, which have been prepared by the Company andare the sole responsibility of the Company, have been approved solely for thepurposes of section 21(2)(b) of the Financial Services and Markets Act 2000 byNumis Securities Limited. Numis Securities Limited is regulated in the UnitedKingdom by the Financial Services Authority and is acting exclusively for theCompany and no-one else in connection with the Placing and will not regard anyother person (whether or not a recipient of this announcement) as its clients,nor will it be responsible to anyone other than the Company for providing theprotections afforded to customers of Numis Securities Limited nor for providingadvice in relation to the Placing, the contents of this announcement or anytransaction, arrangement or other matter referred to herein. This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerning theCompany. Generally, the words "will", "may", "should", "continue", "believes","expects", "intends", "anticipates" or similar expressions identifyforward-looking statements. The forward-looking statements involve risks anduncertainties that could cause actual results to differ materially from thoseexpressed in the forward-looking statements. Many of these risks anduncertainties relate to factors that are beyond the companies' abilities tocontrol or estimate precisely, such as future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. The Company assumes no obligation and do notintend to update these forward-looking statements, except as required pursuantto applicable law. £/• exchange rate used in this announcement is £1/€1.4739 This information is provided by RNS The company news service from the London Stock Exchange