Correction - Preliminary agreement for the sale of Norgani Hotels
The second sentence of the second paragraph should read:
"The purchase price for the shares in Norgani is payable in cash, however as part of the transaction, NPRO has agreed to provide vendor financing of approximately NOK 0.6 billion to the Purchasers, subject to certain adjustments dependent on the final debt financing established by the Purchasers."
A table of Norgani financial figures is now also included.
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Oslo, 24 August 2010
Oslo Properties AS, a 100% owned subsidiary of Norwegian Property ASA ("NPRO"), has on 23 August 2010 entered into a preliminary agreement with Pandox AB and a joint venture of Eiendomsspar AS and Sundt AS (jointly, the "Purchasers") with the objective of executing a sale of 100% of the shares in Norgani Hotels AS ("Norgani") to the Purchasers. Norgani comprises the hotel real estate business of NPRO. The agreed purchase price for the investment properties is NOK 8.3 billion, which compares to a book value as of 30 June 2010 of NOK 8.9 billion. Closing of the transaction is expected to take place in the fourth quarter of 2010, subject to the parties agreeing a full board approved share purchase agreement, completion of debt financing and approvals of relevant competition law authorities.
The Purchasers have already concluded their due diligence of the business, and will in relation to the debt financing build on the work that has been carried out by NPRO with its lending banks in conjunction with the separation process. The purchase price for the shares in Norgani is payable in cash, however as part of the transaction, NPRO has agreed to provide vendor financing of approximately NOK 0.6 billion to the Purchasers, subject to certain adjustments dependent on the final debt financing established by the Purchasers.
Olav Line, CEO of NPRO comments: "A sale of our hotel real estate business is an important step in creating a more focused company with a stronger operational and financial platform for profitable growth. We are very satisfied with the price and the commercial terms of the transaction, especially in light of the current capital market environment. A sale now of Norgani is definitely the right move for Norwegian Property, allowing us to swiftly and proactively re-align our balance sheet relative to the possibilities we see in the office real estate business."
Description of Norgani
Norgani is the leading Nordic hotel property owner. The business comprise ownership of 73 hotels and one conference center, with 41 of the properties located in Sweden, 14 in Norway, 16 in Finland and 3 in Denmark. The hotels have a total of 12,884 rooms and a lettable area of approx. 671,000 sqm. Individual hotels include large inner city conference hotels, airport and highway hotels, and resort & spa hotels.
Norgani currently has 19 employees with Anders Vatne as CEO, and has offices in Norway, Sweden and Finland. Norgani's board of directors consists of individuals from management of NPRO. The company has been owned by NPRO since September 2007.
With the purchase of Norgani, Pandox will become a leading European hotel real estate owner. The hotel portfolio will comprise ownership in 119 hotels with approx 24.000 rooms in Sweden, Finland, Norway, Denmark, Germany, Belgium, Switzerland, Bahamas and Canada. Pandox is owned by the Norwegian companies Eiendomsspar AS and Sundt AS.
The table below sets forth key financial figures for Norgani for the years ended 31 December 2009, 2008 and 2007 and for the 1H 2010 and 2009.
NOKm 2009 2008 2007 1H 2009 1H 2010
Key profit and loss figures
Gross rental income 723.8 784.5 699.1 368.5 347.6
Operating result before value adjustment 577.2 633.5 507.9 295.1 277.0
- margin 79.7 % 80.8 % 72.7 % 80.1 % 79.7 %
Profit before value adjustment, gains and tax 239.1 282.6 188.9 124.1 135.5
Profit before income tax -837.1 -1244.2 1140.5 -637.5 31.9
Profit for the period
Key balance sheet figures
Property value 8 922 11 026 10 732 9 675 8 911
Total assets 9 571 11 424 11 087 10 202 9 575
Equity (*) 2 844 3 597 4 246 3 032 2 875
Interest bearing debt 6 246 7 201 6 670 6 676 6 160
(*) Includes group internal loan
Implications of the transaction for NPRO
The management of NPRO intends post completion of the sale to focus on realizing value potential in the office real estate portfolio. Focus remains on creating a fully integrated office real estate company with strong focus on the value drivers Letting, Property Management, Development, and Transactions and Financing. The proceeds from the sale will reduce the financial risk in NPRO and give the company possibilities to create additional value through investments in existing office portfolio. Post completion, including the vendor note, the LTV will be reduced to 64.1% from 74.0%.
NPRO will have a cash release of approximately NOK 1.6 billion, of which NOK 1 billion will be immediate and before full repayment of the NOK 0.7 billion OPAS acquisition facility. Approximately NOK 0.6 billion will remain as seller credit for a period of up to 5 years. NPRO will book an accounting loss of approximately NOK 0.8 billion including tax effects and currency effects as well as transaction costs in accordance with the sale.
ABG Sundal Collier and Thommessen are acting as advisors for NPRO in connection with the transaction.
Arctic Securities are acting as financial advisor for the Purchasers in connection with the transaction.
The parties will host a presentation today, 24 August 2010, at 09:00 at Grand Hotel, Oslo.
For further information, please contact:
Norwegian Property ASA
CEO Olav Line +47 48 25 41 49 or
CFO Svein Hov Skjelle +47 93 05 55 66
Eiendomsspar AS
CEO Christian Ringnes +47 90 59 91 21
Denne opplysningen er informasjonspliktig etter verdipapirhandelloven §5-12
The second sentence of the second paragraph should read:
"The purchase price for the shares in Norgani is payable in cash, however as part of the transaction, NPRO has agreed to provide vendor financing of approximately NOK 0.6 billion to the Purchasers, subject to certain adjustments dependent on the final debt financing established by the Purchasers."
A table of Norgani financial figures is now also included.
-------------------------------------------------
Oslo, 24 August 2010
Oslo Properties AS, a 100% owned subsidiary of Norwegian Property ASA ("NPRO"), has on 23 August 2010 entered into a preliminary agreement with Pandox AB and a joint venture of Eiendomsspar AS and Sundt AS (jointly, the "Purchasers") with the objective of executing a sale of 100% of the shares in Norgani Hotels AS ("Norgani") to the Purchasers. Norgani comprises the hotel real estate business of NPRO. The agreed purchase price for the investment properties is NOK 8.3 billion, which compares to a book value as of 30 June 2010 of NOK 8.9 billion. Closing of the transaction is expected to take place in the fourth quarter of 2010, subject to the parties agreeing a full board approved share purchase agreement, completion of debt financing and approvals of relevant competition law authorities.
The Purchasers have already concluded their due diligence of the business, and will in relation to the debt financing build on the work that has been carried out by NPRO with its lending banks in conjunction with the separation process. The purchase price for the shares in Norgani is payable in cash, however as part of the transaction, NPRO has agreed to provide vendor financing of approximately NOK 0.6 billion to the Purchasers, subject to certain adjustments dependent on the final debt financing established by the Purchasers.
Olav Line, CEO of NPRO comments: "A sale of our hotel real estate business is an important step in creating a more focused company with a stronger operational and financial platform for profitable growth. We are very satisfied with the price and the commercial terms of the transaction, especially in light of the current capital market environment. A sale now of Norgani is definitely the right move for Norwegian Property, allowing us to swiftly and proactively re-align our balance sheet relative to the possibilities we see in the office real estate business."
Description of Norgani
Norgani is the leading Nordic hotel property owner. The business comprise ownership of 73 hotels and one conference center, with 41 of the properties located in Sweden, 14 in Norway, 16 in Finland and 3 in Denmark. The hotels have a total of 12,884 rooms and a lettable area of approx. 671,000 sqm. Individual hotels include large inner city conference hotels, airport and highway hotels, and resort & spa hotels.
Norgani currently has 19 employees with Anders Vatne as CEO, and has offices in Norway, Sweden and Finland. Norgani's board of directors consists of individuals from management of NPRO. The company has been owned by NPRO since September 2007.
With the purchase of Norgani, Pandox will become a leading European hotel real estate owner. The hotel portfolio will comprise ownership in 119 hotels with approx 24.000 rooms in Sweden, Finland, Norway, Denmark, Germany, Belgium, Switzerland, Bahamas and Canada. Pandox is owned by the Norwegian companies Eiendomsspar AS and Sundt AS.
The table below sets forth key financial figures for Norgani for the years ended 31 December 2009, 2008 and 2007 and for the 1H 2010 and 2009.
NOKm 2009 2008 2007 1H 2009 1H 2010
Key profit and loss figures
Gross rental income 723.8 784.5 699.1 368.5 347.6
Operating result before value adjustment 577.2 633.5 507.9 295.1 277.0
- margin 79.7 % 80.8 % 72.7 % 80.1 % 79.7 %
Profit before value adjustment, gains and tax 239.1 282.6 188.9 124.1 135.5
Profit before income tax -837.1 -1244.2 1140.5 -637.5 31.9
Profit for the period
Key balance sheet figures
Property value 8 922 11 026 10 732 9 675 8 911
Total assets 9 571 11 424 11 087 10 202 9 575
Equity (*) 2 844 3 597 4 246 3 032 2 875
Interest bearing debt 6 246 7 201 6 670 6 676 6 160
(*) Includes group internal loan
Implications of the transaction for NPRO
The management of NPRO intends post completion of the sale to focus on realizing value potential in the office real estate portfolio. Focus remains on creating a fully integrated office real estate company with strong focus on the value drivers Letting, Property Management, Development, and Transactions and Financing. The proceeds from the sale will reduce the financial risk in NPRO and give the company possibilities to create additional value through investments in existing office portfolio. Post completion, including the vendor note, the LTV will be reduced to 64.1% from 74.0%.
NPRO will have a cash release of approximately NOK 1.6 billion, of which NOK 1 billion will be immediate and before full repayment of the NOK 0.7 billion OPAS acquisition facility. Approximately NOK 0.6 billion will remain as seller credit for a period of up to 5 years. NPRO will book an accounting loss of approximately NOK 0.8 billion including tax effects and currency effects as well as transaction costs in accordance with the sale.
ABG Sundal Collier and Thommessen are acting as advisors for NPRO in connection with the transaction.
Arctic Securities are acting as financial advisor for the Purchasers in connection with the transaction.
The parties will host a presentation today, 24 August 2010, at 09:00 at Grand Hotel, Oslo.
For further information, please contact:
Norwegian Property ASA
CEO Olav Line +47 48 25 41 49 or
CFO Svein Hov Skjelle +47 93 05 55 66
Eiendomsspar AS
CEO Christian Ringnes +47 90 59 91 21
Denne opplysningen er informasjonspliktig etter verdipapirhandelloven §5-12
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