TIDMSMTG
RNS Number : 1408J
Summit Germany Limited
03 December 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR
INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
Summit Germany Limited
(the "Company")
Ordinary Share Buy-back
Summit Germany Limited, a German commercial real estate company,
is pleased to announce that it intends, on 7 December 2018 (the
"Buy-back Date"), to return up to EUR9.5 million (before expenses)
to shareholders by repurchasing up to 8,119,658 ordinary shares of
no par value in the capital of the Company (the "Ordinary Shares")
at a purchase price of EUR1.17 per Ordinary Share (the
"Buy-back").
Shareholders are invited to apply to participate in the Buy-back
by contacting Liberum Capital Limited ("Liberum") on the contact
details below, as soon as possible and no later than 12.00 p.m. on
7 December 2018:
Anastasia Mikhailova (Sales) 020 3100 2259
Peter Turner (Trading) 020 3100 2170
Terms of the Buy-back
The Company intends to repurchase on the Buy-back Date up to a
maximum of 8,119,658 Ordinary Shares, representing approximately
1.74 per cent. of the Company's issued share capital at a fixed
price of EUR1.17 per Ordinary Share (the "Fixed Price"), save that
in the event that on the Buy-back Date the Fixed Price is above the
"Authorised Maximum", the Buy-back will be executed at a price per
Ordinary Share equal to the Authorised Maximum. The Authorised
Maximum is, as per the authority granted by shareholders at the
Company's annual general meeting of 18 July 2018, an amount
(exclusive of expenses) equal to the lower of (a) 5 per cent. above
the average market value of the Ordinary Shares for the five
business days before the Buy-back Date; and (b) the higher of the
last independent trade and the highest current independent bid of
the Ordinary Shares prior to the Buy-back taking place.
Once applications to participate in the Buy-back are made to
Liberum, such requests shall be irrevocably binding including in
circumstances where the Buy-back price per Ordinary Share is
changed from the Fixed Price to a price equal to the Authorised
Maximum.
The Majority Shareholder (as defined below) which holds 50.01
per cent. of the issued share capital of the Company, has
undertaken not to participate in the Buy-back. The Company intends
that Shareholders will be able to participate in the Buy-back pro
rata to their current holdings of Ordinary Shares on the basis that
each Shareholder's holding will be calculated on an issued share
capital which excludes the Majority Shareholder's Ordinary Shares.
Notwithstanding the above, requests to participate in the Buy-back
may be subject to scaling back at the absolute discretion of the
Company and Liberum.
Shareholders should be aware that a repurchase of Ordinary
Shares pursuant to the Buy-back on any trading day may represent a
significant proportion of the daily trading volume in the Ordinary
Shares on the AIM market of the London Stock Exchange plc, and
could exceed 25 per cent. of the average daily trading volume of
the preceding 20 business days.
Ordinary Shares purchased as part of the Buy-back will be
cancelled.
The Company has 465,399,862 Ordinary Shares in issue and
admitted to trading on AIM with no Ordinary Shares held in
treasury. If the Buy-back is taken up in full, the number of
Ordinary Shares in issue will be reduced to 457,280,204.
Rationale for the Buy-back and dividend policy
The Buy-back will be funded from the profits of the Company. The
maximum return of capital proposed under the Buy-back broadly
equates to the amount of dividend distributions that the Company
would otherwise expect to make in respect of third and fourth
quarter of 2018. If there is substantial take up of the Buy-back,
the Company does not intend to pay a dividend for the third and
fourth quarter of 2018.
Following careful consideration, the Company has decided to
return capital to shareholders by way of the Buy-back due to the
Company's share price discount to NAV per Ordinary Share, which has
widened in recent weeks. As at 30 September 2018, the Company's NAV
and EPRA NAV per Ordinary Share was EUR1.32 and EUR1.43,
respectively. The Buy-back should therefore be accretive to
shareholders. It is also expected to improve liquidity in the
Ordinary Shares and provide a partial exit to shareholders who wish
to sell their Ordinary Shares.
Going forward, the Company proposes to return capital to
shareholders by way of dividends or in a manner similar to the
Buy-back depending on, inter alia, potential accretion.
Irrevocable Undertaking
The Company has received an irrevocable undertaking from
Unifinter Administratiekantoor B.V. (the "Majority Shareholder")
not to participate in the Buy-back. The Majority Shareholder holds
approximately 50.01 per cent. of the issued share capital of the
Company. If the Buy-back is taken up in full, the holding of the
Majority Shareholder will increase to approximately 50.89 per cent
of the resultant issued share capital of the Company.
Expected Timetable of Events
Announcement of Buy-back 3 December 2018
Close of Buy-back 12.00 p.m. on 7 December 2018
Announcement of Result of Buy-back by close of business on 7
December 2018
*All times shown are London times unless otherwise stated. The
dates and times given are indicative only and are based on the
Company's current expectations and may be subject to change. If any
of the times and/or dates above change, the revised times and/or
dates will be notified to Shareholders by announcement through the
Regulatory News Service of the London Stock Exchange.
This announcement is released by Summit Germany Limited and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing
information relating to the share buy-back described herein, and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR. For the purposes of MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055, this
announcement is being made on behalf of the Company by Itay Barlev,
Finance Director.
Liberum is acting only for the Company in connection with the
matters described in this announcement. Liberum is not acting for
or advising any other person, or treating any other person as its
client, in relation thereto and will not be responsible for
providing the regulatory protection afforded to clients of Liberum
or advice to any other person in relation to the matters contained
herein.
For further information, contact:
Summit Germany Limited Tel: +44 (0) 1481 700 300
Zohar Levy - Managing Director
Itay Barlev (Braun) - Finance Director
Non-Executive Chairman Tel: +44 (0) 20 7451 7050
Harry Hyman
Carey, Company Secretary Tel: +44 (0)1481 700 300
Sara Bourne
Liberum Capital Limited (Nominated Adviser and Joint Broker) Tel: +44 (0) 20 3100 2222
Chris Clarke / Gillian Martin / Owen Matthews
Cenkos Securities (Joint Broker) Tel: +44 (0) 20 7397 8900
Mark Connelly
Russell Kerr / Selwyn Jones (Broking)
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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