SPNV Spazio

 

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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