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CROMWELL PROPERTY GROUP — Capital/Financing Update 2012
Aug 7, 2012
64673_rns_2012-08-07_6acf5bce-595e-4ce6-a638-352a168c8926.pdf
Capital/Financing Update
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ASX Announcement
8 August 2012
CROMWELL IN NEGOTIATIONS TO ACQUIRE REMAINING UNITS IN UNLISTED FUND
Cromwell Property Group (Cromwell) is in negotiations for the potential acquisition of all the units in the unlisted Cromwell Property Fund (the Fund) that it does not already own[1] . The Fund has a portfolio of 5 properties valued at $168[2] million.
Cromwell Property Securities Limited (CPS), the responsible entity of the Fund and a wholly-owned subsidiary of Cromwell, has undertaken an extensive review to determine the most appropriate way to provide unitholders in the Fund with both liquidity and an investment with stable distributions. While final terms are still to be settled and no decision on the transaction has been made, if Cromwell acquires all of the units in the Fund that it does not already own, unitholders in the Fund[3] would receive Cromwell securities in return. It is likely that the number of Cromwell securities that would be issued to unitholders in the Fund would be calculated taking into account the value of the underlying net tangible assets (NTA) of the respective entities.
Subject to the completion of audited accounts for the year to 30 June 2012, the units in the Fund which would be acquired are expected to have a net asset value of approximately $22 million. As at 31 December 2011, Cromwell had net assets of approximately $762 million.
The transaction would provide Cromwell with 100% ownership of the Fund’s properties, with minimal transaction costs. The transaction would also effectively eliminate Cromwell’s existing $24 million loans to the Fund and result in an increased return on this capital and some operational savings (offset by a slight reduction in fee income). If the transaction proceeds, it is not expected to have a material impact on the earnings per security, distributions per security, NTA or gearing of Cromwell for FY13.
If a transaction proceeds, it is likely to be structured as a trust scheme and would require certain regulatory relief and the approval of unitholders in the Fund. Details of the transaction, including conditions, would be set out in the Fund’s meeting documents. If negotiations result in an agreed transaction, a further announcement will be made.
ENDS
Media Enquiries: Cromwell Securityholder Enquiries: Paul Weightman Investor Services Centre Managing Director/CEO (Cromwell) 1800 334 533 (within Australia) +61 411 111 028 +61 7 3225 7777 (outside Australia) [email protected] [email protected]
This announcement contains certain 'forward-looking' statements. Words such as 'expected', 'forecast', 'estimates', 'could', 'may' and 'will' are intended to identify forward-looking statements. Forward-looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies which are subject to change without notice. Forward-looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements. To the full extent permitted by law, Cromwell and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions.
1 Cromwell currently holds approximately 17.6% by value of the units in the Fund on issue.
2 Based on most recent independent valuations.
3 Unitholders outside of Australia and New Zealand will not be issued Cromwell securities and would receive a cash payment in lieu.
Cromwell Property Group (ASX:CMW) comprising Cromwell Corporation Limited (ABN 44 001 056 980) and Cromwell Property Securities Limited (ABN 11 079 147 809 AFSL 238052) as responsible entity for Cromwell Diversified Property Trust (ABN 30 074 537 051 ARSN 102 982 598).
Further information and media releases can be found at the Cromwell website: www.cromwell.com.au