Globalworth Regulatory News (GWI)

8 December 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, NOR SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this information is considered to be in the public domain.

Globalworth Real Estate Investments Limited

("Globalworth" or the "Company")

Results of Placing

Further to the announcement on 27 November 2017, the Board of Globalworth (AIM: GWI) is pleased to announce the successful completion of the non-pre-emptive placing of new ordinary shares (the "Placing").

A total of 38,857,143 new ordinary shares in the Company (the "Placing Shares") have been placed by Jefferies International Limited ("Jefferies") at a price of €8.75 per Placing Share (the "Placing Price"), raising total gross proceeds of €340 million, in excess of the Company's target and oversubscribed at this level.

The net proceeds of the Placing will be used to fund a significant pipeline of attractive investment opportunities in both Poland (through Griffin Premium R.E.. N.V. ("GPRE")) and Romania as well as for general corporate purposes and will also assist the Company in managing its gearing strategy to a target LTV of 35%.

The Placing attracted a wide range of new and existing institutional investors which will increase the Company's free float and is expected to broaden the liquidity of its shares ahead of the planned move to the Main Market of the London Stock Exchange in 2018.

Dimitris Raptis, Deputy CEO and Chief Investment Officer commented: "We are delighted by the strong interest shown by investors in the Placing. 2017 has been a pivotal year in Globalworth's development, and this is an important step in facilitating further growth and our objective to establish Globalworth as the region's leading office investor. We are now in a position to expand our portfolio in Poland and Romania through the attractive investment opportunities we have identified, enabling us to extend our mission of being the partner of choice for the wide variety of high-quality tenants in the region."

Application has been made for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on 12 December 2017. The Placing is conditional, among other things, upon Admission becoming effective and the placing agreement between the Company and Jefferies (the "Placing Agreement") not being terminated in accordance with its terms.

The Placing Shares will, once the Placing has become unconditional as set out above, rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid, including the H2-17 dividend of €0.22 per share, anticipated to be paid in January 2018.

The participation in the Placing by Growthpoint Properties Limited ("Growthpoint") (totalling €110 million) constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The Directors (other than Mr Sasse, Mr Muchanya and Mr Fechter, who are each directors of Growthpoint) consider, having consulted with the Company's nominated adviser, Panmure Gordon (UK) Limited ("Panmure Gordon"), that the terms of Growthpoint's participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Jefferies is acting as Sole Bookrunner and Joint Broker in connection with the Placing.

Expected Timetable

The expected timetable for the Placing is as follows:

The timetable is subject to change at the discretion of the Company and Jefferies.

Dealing Codes

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the section of this Announcement headed "Important Notice".

Enquiries

Andrew Cox Tel: +44 20 3026 4027

Head of Investor Relations & Corporate Development

Jefferies (Sole Bookrunner and Joint Broker) Tel: +44 20 7029 8000

Stuart Klein

Panmure Gordon (Nominated Adviser and Joint Broker) Tel: +44 20 7886 2500

Andrew Potts

Milbourne (Public Relations) Tel: +44 7903 802545

Tim Draper

About Globalworth / Note to Editors

Globalworth is a real estate investment company active in Central and Eastern Europe, and has become the leading office investor in the Romanian real estate market. Globalworth acquires, develops and directly manages high-quality office and logistics/light-industrial real estate assets in prime locations, through which it benefits from a strong rental income profile from high quality tenants from around the globe. With approximately 70 professionals managing it, Globalworth's portfolio, as at 30 September 2017, was valued in excess of €1 billion, of which 90% is in income-producing assets and over 80% in the office sector. Globalworth has a strong and supportive investor base, having been listed on the AIM Market of London Stock Exchange since 2013 and in 2017 issued its debut Eurobond on the Irish and Bucharest stock exchanges. 

On 6 December 2017, Globalworth completed its strategic investment in Griffin Premium R.E.. N.V. ("GPRE"), with Globalworth holding a 67.9% shareholding in GPRE. GPRE is a pure-play Polish real estate platform that primarily owns high-quality office and mixed-use assets located in Warsaw and across a number of other key cities, notably Wroclaw, Lodz, Krakow and Katowice. Its portfolio comprises six office and three mixed-use (office and retail) properties, and benefits from a further pipeline of contracted acquisitions. For more information please refer to related regulatory announcements.

IMPORTANT NOTICE

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, securities to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The offer and sale of securities has not been and will not be registered under the applicable securities laws of any state, province or territory of the United States, Australia, Canada, South Africa, or Japan. Subject to certain limited exceptions, securities may not be offered or sold in Australia, Canada, South Africa, or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, or Japan.

The securities referred to herein may not be offered or sold in the United States except to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under U.S. Securities Act of 1933 as amended (the "Securities Act") or another applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. All offers and sales of securities outside of the United States will be made in reliance on, and in compliance with, Regulation S under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this communication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") (investment professionals) or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.) (all such persons referred to above being "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with Relevant Persons. By accepting receipt of this communication, each recipient is deemed to confirm, represent and warrant that they are a Relevant Person.

In any member state of the European Economic Area, this communication is only addressed to and directed at "qualified investors" in that Member State within the meaning of the Prospectus Directive (Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, including any applicable implementing measures in the relevant member state).

This announcement is not an "offer to the public" (as defined in the Companies Act, No. 71 of 2008 (as amended) (the "South African Companies Act") in South Africa, provided that the offer is made in the circumstances specified in section 96 of the South African Companies Act and this announcement does not, nor is it intended to, constitute a prospectus (as such term is defined in the South African Companies Act).

This announcement is for distribution in Israel only to, and is only directed at, investors included in Schedule One of the Israeli Securities Law 5728-1968 and for Qualified Clients as defined in Schedule One of the Law for the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management, 5755-1995. Nothing in this announcement should be considered as investment counselling or investment marketing, as defined in the Law for the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management, 5755-1995. Investors are encouraged to seek competent investment counselling from a locally licensed investment counsellor prior to making any investment.

Jefferies is authorised and regulated by the Financial Conduct Authority. Jefferies is acting exclusively for the Company and no one else in connection with the Placing. Jefferies will not regard any other person as their respective clients in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Company, Jefferies or any of their respective affiliates, directors, officers, employees, agents or advisers, accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. The Company, Jefferies and any their respective affiliates, directors, officers, employees, agents or advisers accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each recipient should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as at the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.