23 Dec 2014 17:00
BCRE - Brack Capital Real Estate Investments N.V.
(BCRE or the Company)
Private Placement
Further to its announcement on 28 November 2014, the Company announces that it has closed a first round private placement of new ordinary shares in the capital of the Company (the New Shares) and convertible loan notes (the Convertible Loan Notes).
The Company has raised approximately €1,528,000 (USD 1,910,000) pursuant to the issuance of 920,481 New Shares at an issue price of €1.66 per share, and is expecting to receive an additional €404,000 (USD505,000) on or prior to 24 December 2014 upon which the Company will issue an additional 243,373 New Shares (the Additional New Shares). In addition, the Company raised €16,800,000 (USD 21,000,000) pursuant to the issuance of the Convertible Loan Notes. The net proceeds shall be used by the Company for the financing of its general corporate purposes and/or the direct or indirect financing of real estate or any participation therein.
Application has been made for admission of up to 1,163,854 New Shares to the Official List of the Financial Conduct Authority and to trading on London Stock Exchange plc's main market for listed securities (Admission). It is expected that the Admission will become effective at 08:00 London Time on 29 December 2014. Following such Admission, the Company will have an issued share capital of 161,853,437 shares, unless the Company cannot proceed with admission of the Additional New Shares, in which case the Company will have an issued share capital of 161,610,064. The Company will notify the market via RNS if it will not proceed with the admission of the Additional New Shares.
The total number of voting rights of the Company will be 161,610,064 or 161,853,437 subject to the subsequent issuance of the Additional New Shares, and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company. The New Shares will rank pari passu with all the existing shares in the capital of the Company.
Further to its prior announcements dated 1 September 2014 and 14 October 2014 regarding the increase of the nominal value of the ordinary shares in the capital of the Company from €0.01 per share to €0.04 per share, the Company confirms that this increase has been executed on 14 October 2014 by the execution of a deed of amendment of its articles of association, and it is expected that application shall be made to effect amendment to the Official List of the Financial Conduct Authority and the London Stock Exchange plc's main market for listed securities on 29 December 2014. The total amount set forth in the announcement dated 14 October 2014 due to the contemplated reduction of the nominal value of the ordinary shares in the capital of the Company from €0.04 per share to €0.01 per share (the Capital Reduction), should be supplemented taking into consideration the enlarged share capital of the Company at the time thereof. The Capital Reduction is expected to be effected on or around 2 January 2015.
The Convertible Loan Notes bear 2.25% annual compounded interest and will have a term maturing on 14 November 2016. The Convertible Loan Notes (including accrued interest) will be convertible in whole into ordinary shares in the capital of the Company (the Shares) (i) at the holder's option at any time up to the end of the term, and (ii) at the Company's option on the maturity date. The conversion price shall be €1.71 per share or €1.68 per share following the Capital Reduction. Furthermore, the conversion price shall be reduced to the lowest effective price per Share paid for any Share or securities convertible into Shares following the date of the convertible loan agreement (save for certain customary exceptions).
ENQUIRIES:
BCRE-Brack Capital Real Estate Investment N.V. | |
Ariel Podrojski, Chief Executive Officer | |
Nansia Koutsou, Chief Financial Officer | +31 20 514 1004 |
Peel Hunt LLP | |
Financial Adviser | |
Capel Irwin | |
Hugh Preston | + 44 207 418 8900 |
Novella Communications | |
Tim Robertson | |
Ben Heath | +44 203 151 7008 |
This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy Shares or other securities in any jurisdiction. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act), or under any securities laws of any state of the United States and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The contents of this announcement have been prepared by and are the sole responsibility of the Company.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and no-one else in connection with the Convertible Loan Notes and will not regard any other person as its client or be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Convertible Loan Notes or any transaction or arrangement referred to in this announcement.
About BCRE
BCRE is an international real estate development and investment group, headquartered in the Netherlands and listed on the London Stock Exchange. Through its subsidiary and associated undertakings, the Company is interested in, develops and operates an international portfolio of real estate assets, predominantly located in the USA, Germany, Russia, India and the UK.
The Company has established local management team platforms with significant local market expertise in the US, Germany, Russia, India and the UK with exclusive access to over 400 staff. At present, the Company has offices and teams in New York, London, Frankfurt, Düsseldorf, Moscow, Kazan, New Delhi, Amsterdam, Limassol and Budapest.