AI assistant
GPT GROUP — Capital/Financing Update 2008
Oct 23, 2008
65009_rns_2008-10-23_55ee4e2f-9130-4be9-92c1-75cc811a8e0d.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
24 October 2008
==> picture [458 x 53] intentionally omitted <==
Successful completion of Institutional Entitlement Offer
The GPT Group (“GPT”) today announced the successful completion of the Institutional Entitlement Offer. The $1.3 billion Entitlement Offer provides eligible securityholders the opportunity to subscribe for one (1) new GPT security for every GPT stapled security owned at 7pm, 27 October 2008, at the Offer Price of $0.60. Net proceeds from the Offer, in conjunction with the issue of $250 million of Exchangeable Securities will be used to repay debt and significantly de-leverage GPT’s balance sheet, with GPT’s business plan and debt maturities fully funded through January 2010.
UBS AG, Australia Branch (“UBS”) has acted as financial adviser to the Offer. The Offer is fully underwritten by UBS, Deutsche Bank AG, Sydney branch and Goldman Sachs JBWere Pty Ltd.
Completion of Institutional Entitlement Offer
The Institutional Entitlement Offer received strong support from GPT’s existing institutional securityholders, as well as new domestic and international institutional investors.
The price achieved under the institutional bookbuild was $0.60 per stapled security. As a result, the Institutional Entitlement Offer will raise approximately $1.0 billion.
The new GPT securities from the Institutional Entitlement Offer are expected to be issued on 11 November 2008 and commence trading on the ASX on the same day.
Commencement of the Retail Entitlement Offer
The remaining proceeds from the Entitlement Offer, being approximately $0.3 billion, will be raised through the Retail Entitlement Offer. GIC Real Estate has sub-underwritten 504 million securities of the 0.5 billion securities to be offered under the Retail Entitlement Offer. GIC Real Estate’s subunderwriting is dependent on receiving FIRB approval.
The Retail Entitlement Offer opens on Thursday, 30 October 2008 following the lodgement, expected later today, of a product disclosure statement and prospectus with the Australian Securities and Investments Commission (the Prospectus). The Retail Entitlement Offer is open to Eligible Retail Securityholders in Australia and New Zealand registered on the GPT security register at the record date of 7.00pm (Sydney time) on Monday, 27 October 2008.
Eligible Retail Securityholders are able to subscribe for 1 new GPT security for every GPT stapled security owned at the Offer Price of $0.60 per security, which is the same as the Offer Price for the Institutional Entitlement Offer. It represents a discount of 48% to the closing price of GPT securities on the ASX on Tuesday, 21 October 2008.
Eligible Retail Securityholders may choose to take up their entitlement in whole, in part or not at all. Eligible Securityholders who do not take up their entitlement or who are ineligible to participate in the Retail Entitlement Offer will not receive any value for entitlements not taken up.
A copy of the Prospectus and Acceptance Form will be mailed to Eligible Retail Securityholders on or about 29 October 2008. The Retail Entitlement Offer closes on Monday, 17 November 2008 at 5.00pm (Sydney time). Offers of new GPT securities under the Retail Entitlement Offer to Eligible Retail Securityholders will be made in, or accompanied by, a copy of the Prospectus. In deciding
==> picture [459 x 32] intentionally omitted <==
1
==> picture [458 x 53] intentionally omitted <==
whether to take up the Offer of new GPT securities, Eligible Retail Securityholders should consider the Prospectus. Any Eligible Retail Securityholder who wishes to acquire new GPT securities under the Retail Entitlement Offer will need to complete the personalised Acceptance Form that will accompany the Prospectus.
Retail Securityholders who have any questions regarding the Entitlement Offer should contact the GPT Offer Information Line on 1800 190 082 (within Australia) or on +612 8280 7196 (from outside Australia) at any time from 8.30am to 5.00pm (Sydney time), Monday to Friday, during the Offer Period.
GPT securities are expected to resume trading on ASX on Monday, 27 October 2008.
| GPT securities are expected to resume trading on ASX on Monday, 27 October 2008. | GPT securities are expected to resume trading on ASX on Monday, 27 October 2008. | GPT securities are expected to resume trading on ASX on Monday, 27 October 2008. | |
|---|---|---|---|
| Retail Entitlement Offer | |||
| Lodgement of the Prospectus with ASIC | Friday, 24 October 2008 | ||
| Record Date for the Entitlement Offer | Monday, 27 October 2008 | ||
| Retail Entitlement Offer opens | Thursday, 30 October 2008 | ||
| First retail closing date | Tuesday, 4 November 2008 | ||
| Normal trading of New Securities issued under thefirst close of the Retail Entitlement Offer | Tuesday, 11 November 2008 | ||
| Retail Entitlement Offer closes | Monday, 17 November 2008 | ||
| Issue of New Securities under the Retail Entitlement | Frida 28 November 2008 | ||
| y, | |||
| Offer | |||
| Dispatch of confirmation of allotment for NewSecurities issued under the Retail Entitlement Offer | Monday, 1 December 2008 | ||
| and normal trading of those securities expected tocommence on ASXENDSFor further information please contact:Michael O’BrienActing Chief Executive Officer and Chief Operating Officer(61) 2 8239 3544 | and normal trading of those securities expected tocommence on ASX |
ENDS
For further information please contact: Michael O’Brien Acting Chief Executive Officer and Chief Operating Officer (61) 2 8239 3544
Kieran Pryke Chief Financial Officer (61) 2 8239 3547
Donna Byrne Nicola Pitkin (61) 2 8239 3515 (61) 2 8239 3819 0401 711 542
Investor Relations and Communications
Media contact details: Mark Gold Ross Thornton Third Person Third Person 0411 221 292 0418 233 062
Important Information
==> picture [459 x 32] intentionally omitted <==
2
==> picture [458 x 53] intentionally omitted <==
This announcement does not constitute an offer for subscription, invitation, recommendation or sale with respect to the purchase or sale of any securities in any jurisdiction. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or to any “US persons” (as defined in Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”) (“U.S. Persons”). Neither the entitlements nor the new securities have been, nor will be, registered under the Securities Act or any securities laws of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws. Any offering of securities in the United States or to U.S. Persons will be made by means of a prospectus that contains detailed information about GPT and the management of its business, as well as financial statements.
This news release includes “forward-looking statements” within the meaning of securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or other similar words, and include statements regarding certain plans, strategies and objectives of management and expected financial performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of GPT, and its officers, employees, agents or associates, including risks associated with the ability to negotiate favourable amendments to GPT’s debt covenants and to raise additional funding on favourable terms; a downgrade in GPT’s credit ratings; fluctuations in interest rate and foreign exchange rates; the unsuccessful execution of non-core asset sales as described in this news release; and decreases in the fair market value of GPT’s properties. Actual results, performance or achievements may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward-looking statements, and should refer to the prospectus for further information on the proposed offering of securities, including those risk factors. GPT assumes no obligation to update such information.
==> picture [459 x 32] intentionally omitted <==
3