Preferred Unit Offering 2009
Offer of convertible preferred equity 2009
On 16 November 2009, ProLogis European Properties (‘PEPR’) announced a fully underwritten offering to existing investors of €61 million of new equity in the form of perpetual convertible preferred equity (“Preferred Equity”). PEPR intends to use net proceeds from the offering to reduce outstanding debt and for general corporate purposes.
The Preferred Units will be offered at €5.93 per unit, a price which is equal to the revised net asset value per ordinary unit as at 30 September 2009. Existing ordinary unitholders will be allocated one preferential subscription right (“PSR”) for each ordinary unit held and will be able to subscribe for two Preferred Units in exchange for 37 PSRs during the 30-day subscription period and subsequent payment of the Preferred Unit subscription price. The Preferred Units will initially pay an annual dividend of 10.5%, payable quarterly, which may be deferred for prudent amortisation of debt.
The Preferred Units may be converted into PEPR ordinary units at the discretion of holders at any time and may be redeemed at the issuer’s discretion after seven years if certain conditions are met. Automatic conversion occurs after seven years if certain conditions are met.
Morgan Stanley is acting as financial advisor, sole bookrunner and underwriter for the offer. An affiliate of ProLogis (NYSE: PLD) has committed to a sub-underwriting arrangement for the entire amount of any unsubscribed PSRs.
Related documents:
| Public auction terms and conditions |  |
| Public auction confirmation of purchase | |
| Public auction subscription agreement | |
| Public auction transfer agreement | |
| Prospectus | |
| Nine Month 2009 Financial Statements | |
All investors on PEPR’s register as at 16 November 2009 will be allocated PSRs. PEPR investors may choose to either (i) exercise all or a portion of allocated PSRs and subscribe for Preferred Units, (ii) transfer PSRs to another person or (iii) take no action and let the allocated PSRs be subject to the auction sale.
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