19 Jul 2018 07:00
STENPROP LIMITED
(Registered in Guernsey)
(Registration number 64865)
LSE share code: STP JSE share code: STP
ISIN: GG00BFWMR296
("Stenprop" or the "Company")
DISPOSAL OF SEVEN SWISS PROPERTIES
19 July 2018
1. INTRODUCTION
Shareholders are advised that, on 17 July 2018, Stenprop completed the disposal of two of its Swiss properties, Altendorf and Arlesheim, via the sale of the entire issued share capital of Polo Property GmbH ("Polo Property"), a wholly-owned indirect subsidiary of Stenprop, to Helvetica Swiss Commercial AG, a wholly owned subsidiary of Helvetica Swiss Commercial Fund ("HSC") a real estate fund focused on Swiss property regulated by the Swiss Financial Market Supervisory Authority FINMA and managed by Helvetica Property Investors AG, Zurich, licensed and regulated by FINMA as its Fund Manager Swiss fund (the "Purchaser").
Shareholders are further advised that three subsidiaries of Stenprop also entered into agreements for the disposal of five additional Swiss properties, being Baar, Vevey, Montreux, Chiasso and Sissach, as asset sales to the Purchaser. The aggregate consideration for these disposals is CHF76.35 million (£58.73[1] million) (the "Consideration"), to be settled in cash. The combined transactions value the seven properties at CHF103.65 million (£79.73 million) compared with the valuation at 31 March 2018 of CHF103.23 million (£79.41 million).
2. RATIONALE FOR THE DISPOSAL
Stenprop has previously announced its intention to become a specialised UK multi-let industrial ("MLI") REIT and, over the next few years, to sell substantially all of its non-MLI assets and utilise the sale proceeds to build a focused UK MLI business. It has also previously announced its intention to dispose of its Swiss portfolio in line with this strategy.
3. TERMS OF THE DISPOSAL
The sale and purchase agreement for the disposal of Polo Property was signed and simultaneously closed on 17 July 2018 (the "Polo SPA").
The asset disposals of Baar, Vevey, Montreux, Chiasso and Sissach are subject to individual and separate sale and purchase agreements (the "SPAs"). The Vevey and Montreux SPAs closed on 18 July 2018. The Baar and Sissach SPAs became unconditional on 18 July and are expected to close on 19 July 2018 or shortly thereafter.
The Chiasso SPA remains subject to the release of security by the lender, and is expected to become unconditional and close shortly. Failure to close before 30 September 2018 will result in termination of the Chiasso SPA.
The total consideration for Baar, Vevey, Montreux, and Sissach is CHF57.55 million (£44.27 million). The consideration for Chiasso is CHF9.40 million (£7.23 million). The total consideration for the shares in Polo Property is CHF9.40 million (£7.23 million), which is subject to a potential post-completion adjustment based on Polo Property's audited financial statements at 30 June 2018.
Stenprop has provided a surety undertaking for the obligations of its subsidiaries under the Polo SPA and the SPAs, limited to a total value of CHF6 million (£4.6 million). Normal warranties and indemnities for transactions of this nature have been provided by the relevant subsidiaries of Stenprop.
4. PROPERTY SPECIFIC INFORMATION
Property name | Geographic location | Sector | GLA (m2) | Weighted average rental per square metre (CHF m2) | Valuation (CHF'000) | Consideration (CHF'000) | Net profits attributable to the properties for the year ended 31 March 2018 (CHF) |
Baar | Oberdorfstrasse 2, 6340 Baar | Retail | 3 995 | 371 | 20,430 | 22,700 | 1,059,133 |
Vevey | Place de la Gare 5, 1800 Vevey | Mixed-use | 1 506 | 212 | 5,900 | 5,900 | 93,616 |
Montreux | Grand Rue 3, 1820 Montreux | Mixed-use | 4 198 | 291 | 25,290 | 24,500 | 590,839 |
Chiasso | Via Livio 1, 6830 Chiasso | Office | 4 183 | 150 | 8,650 | 9,400 | 302,837 |
Sissach | Gelterkinderstrasse 30, 4450 Sissach | Retail | 1 694 | 130 | 3,820 | 4,450 | (11,101) |
Altendorf | Zurcherstrasse 104, 8852 Altendorf | Retail | 8 228 | 196 | 26,450 | 25,200* | 1,022,818 |
Arlesheim | Fabrikmattenweg 2-4, 4144 Arlesheim | Mixed-use | 4 834 | 218 | 12,690 | 11,500* | 674,920 |
Total CHF | 28,638 | 228 | 103,230 | 103,650 | 3,733,061 | ||
Total GBP | 28,638 | 176 | 79,408 | 79,731 | 2,871,585 | ||
* The consideration shown in the table above for the properties Altendorf and Arlesheim is the gross consideration paid for them. The net consideration paid for the shares of Polo Property after taking into account debt, deferred tax and other net current assets was CHF9.4 million.
The value attributable to the properties was determined in accordance with Royal Institution of Chartered Surveyors standards by Roger Meeds, a director of Jones Lang LaSalle Limited, who is an external valuer registered with the Royal Institution of Chartered Surveyors. These valuations were reflected in Stenprop's consolidated statement of financial position at 31 March 2018.
5. CATEGORISATION OF THE DISPOSALS
The combined transactions are classified as a category 2 transaction in terms of the JSE Listings Requirements. Accordingly, it is not subject to approval by shareholders.
Stenprop was advised by CBRE Switzerland, McCafferty Asset Management AG and Walder Wyss Ltd.
For further information:
Stenprop Limited +44(0)20 7079 6600
Paul Arenson
Patsy Watson
Julian Carey
Numis Securities Limited (Financial Adviser) +44(0)20 7260 1000
Hugh Jonathan
Vicki Paine
Tavistock (PR Adviser) +44(0)20 7920 3150
James Whitmore
James Verstringhe
Kirsty Allan
Instinctif Partners (SA Investor Relations and PR Adviser) +27 (0)11 447 3030
Keagile Makgoba
Java Capital Trustees and Sponsors Proprietary Limited +27 (0)11 722 3050
(JSE sponsor)
About Stenprop:
Stenprop is a Guernsey-registered UK REIT. The objective of the Company is to deliver sustainable growing income to its investors. Stenprop's investment policy is to invest in a diversified portfolio of UK multi-let industrial (MLI) properties with the strategic goal of becoming the leading MLI business in the UK. For further information, go to www.stenprop.com.
[1] An exchange rate of £1:CHF1.30 has been used in this announcement