Covivio Office AG
GODEWIND Immobilien AG plans IPO on Frankfurt Stock Exchange
DGAP-News: Godewind Immobilien AG / Key word(s): IPO NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
The Company is targeting to raise gross proceeds of EUR 450 mn in an initial public offering (“IPO”) by selling up to 112,500,000 newly issued shares from a capital increase at an offer price of EUR 4.00 per share (“Base Scenario”). The offer includes an upsize option with an additional up to 25,000,000 newly issued shares from a capital increase which would lead to total gross proceeds of up to EUR 550 mn (“Upsize Scenario”). The share capital of the Company, which currently consists of 15,000,000 shares, will be increased to up to 127,500,000 shares in the Base Scenario and to up to 152,500,000 shares in the Upsize Scenario resulting in a market capitalization of up to EUR 510 mn in the Base Scenario and up to EUR 610 mn in the Upsize Scenario, in each scenario calculated at the offer price. Mr. Efremidis, Mr. Struckmeyer and the members of Godewind’s Supervisory Board have committed to participating in the IPO and providing further investors in the IPO with an aggregate investment of EUR 50 mn. Godewind intends to use the net proceeds from the IPO for the acquisition of commercial real estate properties in Germany. Godewind has identified a number of promising off-market acquisition opportunities with a total estimated value of EUR 3.7 bn. Godewind expects to benefit from substantial tax loss carryforwards allowing the Company to significantly reduce its tax burden for the first years of operations post IPO. Stavros Efremidis, CEO of Godewind: “Following the IPO we are targeting to utilize our off-market transaction pipeline to acquire commercial properties in Germany with a focus on office properties. Our aim is to deliver sustainable attractive returns and we are looking forward to seizing the existing opportunities together with our shareholders in Godewind.” The German Federal Financial Supervisory Authority (BaFin) approved today the prospectus which is published on Godewind‘s website. The offer period will start on Monday, March 12, 2018, and is expected to end on Tuesday, March 27, 2018. Subject to approval of admission to the Frankfurt Stock Exchange, the first day of trading for the shares is expected on Thursday, April 5, 2018.
Godewind intends to use the net proceeds from the sale of the new shares for the acquisition of commercial real estate properties in Germany with a targeted asset split of at least 60% office, c. 20% logistics & retail and c. 20% in other commercial assets and targets to grow the Company to a portfolio size of EUR 3 bn in the medium-term. By pursuing off-market transaction opportunities and leveraging the Management’s expertise in asset management, Godewind aims to deploy a three-tier operational strategy to drive shareholder returns, consisting of:
Mr. Efremidis and Mr. Struckmeyer have more than 45 years of combined real estate experience and have worked together for more than 10 years executing acquisitions, operations and disposals across multiple asset classes, most recently as CEO and CFO of WCM. During Mr. Efremidis’ tenure as member of the Management Board and CEO of WCM and until the first trading day after the announcement of TLG Immobilien AG’s takeover offer for WCM, shareholders of WCM have benefited from a total shareholder return (including dividends) of 167% compared to a total shareholder return (including dividends) of 32% of the DAX over the same time period. Apart from the significant commitment of Godewind Management to invest a total of EUR 50 mn (alongside members of the Supervisory Board and further investors) a stock option program will further contribute to commit and align interests of the Godewind‘s Management to shareholders. The Company will be subject to a lock-up of 6 months. Mr. Efremidis, Mr. Struckmeyer, the members of Godewind’s Supervisory Board as well as existing shareholders of Godewind will be subject to a lock-up of 360 days. Two of the Existing Shareholders may sell and transfer by means of an over-the counter transaction at any time under option agreements up to a total of 6,950,000 shares to Mr. Efremidis and Mr. Struckmeyer and up to a further total of 880,000 shares to certain other investors, without such other investors having to agree to be bound by the restrictions set forth above. All lock-up agreements will be subject to customary exemptions.
Godewind has identified a number of promising off-market acquisition opportunities with a total volume of EUR 3.7 bn with a balanced split across office portfolios and logistics and retail portfolios. The opportunities allow the Company to benefit from the expected value upside derived from rent increases and vacancy reductions.
Godewind intends to finance the portfolio and assets acquisitions with a targeted LTV between 45% and 55% and targets a dividend pay-out ratio of at least 60% of FFO I. Furthermore, the Company intends to provide shareholders with detailed information on its performance via a broad number of key performance indicators going forward and intends to continue the reporting transparency introduced at WCM which included detailed disclosure on every single asset it acquires and sells in the future.
The Company has significant tax loss carry-forwards of corporate income and trade tax of EUR 180 mn and EUR 175 mn, respectively. In addition, the Company has a contribution account for tax purposes of EUR 133 mn (steuerliches Einlagenkonto) allowing dividend pay-outs free of German withholding tax for the first years of operations. Citi and JP Morgan are acting as Joint Global Coordinators and together with Berenberg and Société Générale Corporate & Investment Banking as Joint Bookrunners.
For more information, please visit http://www.godewind-ag.com
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These materials are for informational purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, ordinary shares in the share capital of Godewind Immobilien AG (the “Company“, and such shares, the “Shares“) in the United States or in any other jurisdiction. The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“) or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States absent registration or an exemption from the registration requirements under the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of Shares in the United States. The Company has not authorized any offer to the public of Shares in any Member State of the European Economic Area, except in the Federal Republic of Germany and Luxembourg. With respect to any Member State of the European Economic Area which has implemented the Prospectus Directive other than Germany and Luxembourg (each a “Relevant Member State“), no action has been undertaken or will be undertaken to make an offer to the public of Shares requiring publication of a prospectus in any Relevant Member State. As a result, the Shares may only be offered in Relevant Member States: (i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. Any such investor will also be deemed to have represented and agreed that any Shares acquired by it in the contemplated offering of Shares have not been acquired on behalf of persons other than such investor. This announcement is not an advertisement within the meaning of the Prospectus Directive and does not constitute a prospectus. In the United Kingdom, this document and any other materials in relation to the Shares is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (“Financial Promotion“) Order 2005 (the “Order“); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons“). This communication is directed only at relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. No action has been taken by the Company that would permit an offer of Shares or the possession or distribution of these materials or any other offering or publicity material relating to such Shares in any jurisdiction, except for Germany and Luxembourg, where action for that purpose is required. This document may contain forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of the Company and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, competition from other companies, changes in laws and regulations, in particular with respect to tax laws and regulations, affecting the Company and other factors. The Company does not assume any obligations to update any forward-looking statements. Neither these materials nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or the South Africa. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe 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 therefore. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law. This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer is being made solely by means of, and on the basis of, the published prospectus (including any amendments thereto, if any). An investment decision regarding the publicly offered securities of Godewind Immobilien AG should only be made on the basis of the securities prospectus. The prospectus is available on the website of Godewind Immobilien AG (www.godewind-ag.com).
09.03.2018 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |
Language: | English |
Company: | Godewind Immobilien AG |
Am Sandtorkai 77 | |
20457 Hamburg | |
Germany | |
Phone: | +49 (0) 40 36 09 05 43 |
E-mail: | g.janssen@godewind-ag.com |
ISIN: | DE000A2G8XX3 |
WKN: | A2G8XX |
Listed: | Regulated Market in Frankfurt (Prime Standard) |
Notierung vorgesehen / intended to be listed |
End of News | DGAP News Service |