Last checked at 19 Dec 2016 10:45
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THE DISTRIBUTION OF THIS ANNOUNCEMENT IN OR INTO JURISDICTIONS OTHER THAN THE UNITED KINGDOM MAY BE RESTRICTED BY LOCAL LAW AND THEREFORE PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH ANY SUCH RESTRICTIONS MAY CONTSTITUTE A VIOLATION OF THE SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
19 December 2016
Globalworth Real Estate Investments Limited ("Globalworth" or the "Company")
Subscription update
Globalworth EGM Results
On 1 December 2016, the Board of Globalworth announced ("Announcement") it had agreed with Growthpoint Properties Limited ("GRT") and certain funds and/or accounts managed by Oak Hill Advisors (Europe) LLP and its affiliates ("Oak Hill") the terms upon which GRT (through its wholly owned subsidiary Growthpoint Properties International Proprietary Limited) will conditionally subscribe for 23,300,000 and Oak Hill will conditionally subscribe for 1,700,000 Shares respectively (together the "Subscription Shares") in each case at an amount of €8 per Subscription Share to raise €200 million before expenses (the "Subscription").
The Subscription was conditional on: (i) the passing of the required Globalworth shareholder resolutions (the "Resolutions"); (ii) approval from the Financial Surveillance Department of the South African Reserve Bank ("SARB Approval"); and (iii) admission of the Subscription Shares and the first tranche of the Fee Shares to trading on AIM becoming effective in accordance with the AIM Rules ("Admission").
Following the Company's announcement on 7 December 2016 confirming that SARB Approval has been received (the "SARB Announcement"), the Board of Globalworth is pleased to announce that at an Extraordinary General Meeting of Company shareholders held earlier today the Resolutions were duly passed.
Details of the vote in respect of the Resolutions are set out below:
Resolution | For |
| Against |
| Withheld |
|
| Number | % | Number | % | Number | % |
1. SPECIAL RESOLUTION: Approval of Proposal | 55,950,666
| 100 | 0 | 0 | 0 | 0 |
2. SPECIAL RESOLUTION: Adoption of New Articles | 53,429,505
| 95.49
| 2,521,161
| 4.51 | 0 | 0 |
3. ORDINARY RESOLUTION: General authority to issue Shares | 54,532,538
| 97.47 | 1,418,128
| 2.53 | 0 | 0 |
4. SPECIAL RESOLUTION: Disapplication of general pre-emption | 54,532,538
| 97.47 | 1,418,128
| 2.53 | 0 | 0 |
5. SPECIAL RESOLUTION: Disapplication of pre-emption in respect of the Subscription and the Fee Shares | 55,950,666
| 100 | 0 | 0 | 0 | 0 |
The Company currently expects all remaining conditions to be satisfied and the Subscription to become unconditional by 20 December 2016.
Terms which are not otherwise defined in this announcement have the meanings given to them in the Announcement.
A full copy of the Announcement, the Circular, the SARB Announcement and this announcement can be found here:
www.globalworth.com/investor-relations/key-corporate-documents.aspx
Enquiries:
Globalworth Real Estate Investments Limited Tel: +40 37 2 800 000Dimitris Raptis
Deutsche Bank AG, London Branch (Financial Adviser to Globalworth) Tel: +44 20 7545 8000James Maizels
Panmure Gordon (Nominated Adviser and Joint Broker to Globalworth) Tel: +44 20 7886 2500Andrew Potts
Cantor Fitzgerald Europe (Joint Broker to Globalworth) Tel: + 44 20 7894 7000Rick ThompsonDavid Foreman
Milbourne (Public Relations adviser to Globalworth) Tel: + 44 07903 802545Tim Draper
About Globalworth
Globalworth is a real estate investment company active in the SEE and CEE regions with a prime focus on Romania. The Company is internally managed by c.70 professionals and its portfolio currently comprises 15 high quality real estate investments currently valued at c. Euro 962.4 million, all located in Romania.
IMPORTANT INFORMATION
The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.
Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority, are available on request or from www.db.com/en/content/eu_disclosures.htm.
Deutsche Bank AG, acting through its London branch ("DB"), is acting as financial adviser to Globalworth and no other person in connection with this announcement or its contents. DB will not be responsible to any person other than Globalworth for providing any of the protections afforded to clients of DB, nor for providing any advice in relation to any matter referred to herein. Without limiting a person's liability for fraud, neither DB nor any of its subsidiary undertakings, branches or affiliates nor any of its or their respective directors, officers, representatives, employees, advisers or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of DB in connection with this announcement, any statement contained herein or otherwise.