TIDMABL
RNS Number : 6572A
Ablon Group Limited
22 March 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
For Immediate Release 22 March 2013
Ablon Group Limited
("Ablon" or the "Company")
Transfer of certain loans and associated arrangements
The board of Ablon ("Board") have been informed that on 21 March
2013 a number of expired loans, held within the Ablon group
("Group") with a total capital amount of EUR29,421,222 and interest
("Expired Loan Portfolio"), have been transferred from Volksbank AG
("Volksbank") to CPI Beta a.s. ("CPIB"), a subsidiary of CPI Group
a.s ("Transfer"). Whilst completion of the Transfer was a matter
between Volksbank and CPIB, the Group had previously consented to
the transfer.
The Expired Loan Portfolio consists of eight expired loans on
the following projects:
-- Hightech Park, Hold, Katona, Nap projects in Hungary;
-- Kolben, May House and Ritka project in the Czech Republic; and
-- Mogosaia project in Romania.
Had the Company been requested to pay back these loans (assuming
it was unable to raise sufficient sales proceeds from the sale of
the properties provided as security for these loans), the
subsidiary companies holding the loan to be repaid would have been
in default.
CPIB, as new holders of the Expired Loan Portfolio, have agreed
various provisions with the Company including the extension of the
expired loans until 11 September 2014, keeping the interest at the
same interest level as that of the expired loans, capitalisation of
the interest accrued during the extension period and the interest
and penalty interest currently unpaid and waiving the penalty
interest accrued on some of the loans.
In addition, as part of the agreement entered into between
Volksbank and CPIB, Volksbank have agreed to alter the terms of
some of the remaining loans in place between Volksbank and the
Company on the request of the subsidiary company holding the loan
("Loan Agreement"), including:
-- a one-time waiver of EUR1,250,000 in connection with the loan of Buyway Soroksár;
-- an increase of EUR5,500,000 on a loan granted to Global Immo
Kft with an interest on the increase of the loan at 2% above the 3
month Euribor. Out of the loan increase EUR1,882,850 shall be used
to repay two long term loans in full on the Fogarasi and Hightech
Park yielding projects; and
-- an extension of 30 months to a loan granted to Airport City
Ingatlanbefektetesi Kft that would otherwise expire on 30 April
2013.
CPIB has paid Volksbank 50 per cent. of the nominal value of the
Expired Loan Portfolio plus 50 per cent. of the total interest
accrued as consideration for the Transfer of the full loan and
interest amount. In addition, CPIB is providing a corporate
guarantee to Volksbank in respect of the repayment of the principal
and interest of the Fogarasi, Buyway Dunakeszi and Buyway Soroksár
loans currently provided by Volksbank to the Company.
The Transfer and the Loan Agreement (together the
"Transaction"), and in particular the Transfer, was substantively
negotiated and agreed between CPIB and Volksbank with little
involvement of the Board. The Board were then asked by Volksbank to
consent to the Transfer, as detailed above.The Independent
Directors (being all Directors other than Wolfhard Fromwald who was
appointed to the Board pursuant to a shareholder meeting
requisitioned by VB Real Estate Holding eins GmbH, a company within
the same group as Volksbank in December 2012), as so advised by
Beaumont Cornish Limited, have concluded that their consent to the
Transfer is in the best interests of the Company and its
shareholders as a whole. However, the Independent Directors, as so
advised by Beaumont Cornish Limited, are not in a position to opine
on whether the terms of the Transaction are fair and reasonable in
so far as Independent Shareholders (being all shareholders of Ablon
save for Volksbank and CPI) are concerned. In coming to this
decision the Independent Directors have taken into account a number
of factors which will be detailed in the response document, to the
unconditional mandatory cash offer made by CPI for the entire
issued and to be issued share capital of Ablon not already owned by
CPI, which is due to be posted to shareholders by no later than 27
March 2013.
As the Board has not been afforded the opportunity of being
involved in the substantive negotiations of the Transaction, and in
particular, has not been party to the arrangements by which CPIB
has received the loans and accrued interest at a 50 per cent.
discount to face value, the Board is unable to form a view as to
whether the terms of the Transaction as a whole are fair and
reasonable as regards shareholders as a whole in accordance with
its stated intention voluntarily to adopt Rule 13 of the AIM
Rules.
Alex Borrelli, Chairman of Ablon commented;
"We are pleased that terms for the prolongation of these expired
loans have now been agreed as this concludes a period of
uncertainty over the short term financial stability of the
Company."
Each member of the Board accepts responsibility for the
information contained in this announcement and, to the best of each
member of the Board's knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such
information.
Enquiries:
Alex Borrelli / Adrienn Lovro
Ablon Group Limited
+44 7747 020 600/+36 1 225 6600
Roland Cornish/Emily Staples
Beaumont Cornish Limited
+44 207 628 3396
Beaumont Cornish Limited ("Beaumont Cornish") which is
authorised and regulated in the United Kingdom by The Financial
Services Authority is acting for the Company in relation to the
matters described in this announcement and is not advising any
other person, and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
customers of Beaumont Cornish or for providing advice in relation
to the matters described in this announcement.
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at http://www.ablon-group.com by no later than 12
noon (London time) on 23 March 2013, being the business date
following the date of this announcement.
About ABLON Group Limited
Founded in 1993 in Budapest (Hungary), ABLON and its
subsidiaries (together the "ABLON Group") has properties at 33
locations, of which there are 15 completed projects and 23
development projects in Budapest, Prague, Bucharest and Warsaw. Its
portfolio comprises a diversified mix of office, residential,
retail, logistics and hotel developments valued at EUR385 million
as at 30 June 2012. The ABLON Group had, as at 30 June 2012,
202,000 square metres of existing and income generating office,
residential, hotel, retail and logistics assets (at 15 locations)
in Budapest and Prague, with a significant development land bank
comprising a further 1,159,600 square metres (at 23 locations) in
Budapest, Prague, Bucharest and Warsaw. ABLON's shares are traded
on the Main Market of the London Stock Exchange under the ticker
'ABL'.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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