Response to offer
June 19 2009 - 8:58AM
UK Regulatory
TIDMSPNV
RNS Number : 2048U
Spazio Investment NV
19 June 2009
Press Announcement for Immediate Release
19 June 2009
Spazio Investment N.V.
("Spazio" or the "Company")
Response to Offer
On 8 June 2009, the Board announced that it had received a firm intention from
Terra European Investments B.V. ("TEI"), a vehicle controlled and managed by
Laxey Partners Limited ("Laxey"), to make an all cash offer for the Company's
ordinary shares. The Board also announced that a Committee of the Independent
Directors (the "Committee"), comprising John Duggan, Roy Dantzic and Richard
Mully, had been formed to review the proposed offer.
The Committee notes that TEI has today posted a document (the "Offer
Document") to Spazio's shareholders. The Offer Document sets out the terms of an
all cash offer at EUR4.50 per ordinary share (the "Offer") by TEI to acquire all
of the ordinary shares of the Company which are not already held by TEI and/or
Laxey.
The Committee considers that the Offer materially undervalues the Company and
strongly advises Spazio's shareholders to take no action in respect of the
Offer:
* The offer price of EUR4.50 represents a discount of
* 66.9 per cent. to the Adjusted NAV1 per Spazio ordinary share of EUR13.60 as at
31 December 2008
* 70.4 per cent. to the Adjusted NAV per Spazio ordinary share of EUR15.20 as at 31
December 2008 assuming the cancellation of the existing treasury shares held by
the Company;
* The Board has implemented a business plan targeting cash returns to
shareholders significantly in excess of EUR4.50 per ordinary share over the period
to 31 December 2010. The Offer from TEI does not propose any material change to
this business plan;
* TEI is seeking to gain control of Spazio without paying a control premium.
The Committee is reviewing the terms of the Offer Document and expects to
provide a more detailed response to the Offer to Spazio's shareholders during
the first week of July.
The Committee confirms that Spazio remains in full compliance with all of its
banking covenants and that excess cash generated from operations and from the
sale of assets will be used as necessary to maintain adequate headroom against
these covenants on an ongoing basis.
Further announcements will be made as appropriate.
1Adjusted NAV is calculated by adjusting Reported NAV for the Open Market Value
of Spazios Investment Properties and Development Projects
A copy of the Offer Document is available on the website of the Terra Catalyst
Fund at http://www.terracatalystfund.com/
Spazio is not subject to the City Code on Takeovers and Mergers or to the Dutch
rules for public offers for shares in listed companies.
In accordance with the Company's Articles of Association, the Company confirms
that is has 27,491,295 ordinary shares of EUR0.20 in issue and admitted to trading
on AIM, a market operated by the London Stock Exchange, under the ISIN code of
NL0000686319. 4,545,448 ordinary shares are currently held in Treasury by the
Company, and are expected to be cancelled on or around 6 July 2009.
Enquiries
Spazio Investment N.V+44 (0) 7802 244 033
John Duggan
Deutsche Bank - Nominated Adviser and +44 20 7545 8000
Financial Adviser
Ben Lawrence
Situl Jobanputra
Oriel Securities - Joint Broker +44 20 7710 7600
Richard Crawley
Brunswick Group LLP+44 20 7404 5959
Justine McIlroy
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Services Authority. Details about the extent
of Deutsche Bank AG's authorisation and regulation by the Financial Services
Authority are available on request. Deutsche Bank AG is acting as Nominated
Adviser and Financial Adviser to Spazio and no-one else in connection with the
contents of this announcement and will not be responsible to anyone other than
Spazio for providing the protections afforded to the clients of Deutsche Bank AG
nor for providing advice in relation to any matter referred to herein.
Oriel Securities, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting as joint broker to Spazio and no one
else in connection with the contents of this announcement and will not be
responsible to anyone other than Spazio for providing the protections afforded
to clients of Oriel Securities or for providing advice in relation to any matter
referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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