16/11/2009
This press release is not a prospectus and is not an offer of securities for sale, or the solicitation of an offer to buy securities, in the United States or in any other jurisdiction other than the Grand Duchy of Luxembourg and the Netherlands. The securities mentioned in this press release have not been and will not be registered pursuant to the US Securities Act of 1933, as amended. They cannot be offered or sold in the United States absent registration or an exemption from registration. No public offer of the securities has been or will be made in the United States or in any other jurisdiction other than the Grand Duchy of Luxembourg and the Netherlands.
This press release may contain certain forward-looking statements. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements. The company assumes no obligation to update any forward-looking statement contained in this press release.
Luxembourg – 16 November 2009 – ProLogis European Properties (Euronext: PEPR), one of Europe’s largest owners of modern distribution facilities, announced today that it intends to raise €61 million of new equity in the form of fully underwritten perpetual convertible preferred units (“Preferred Units”). 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 or within 24 months if there is a change of legal form of PEPR and 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.
The prospectus relating to the public offering of the Preferred Units in Luxembourg and the Netherlands and the listing of the Preferred Units on the Luxembourg Stock Exchange and Euronext Amsterdam N.V.’s Euronext Amsterdam by NYSE Euronext is available on PEPR’s website, www.prologis-ep.com.
-Ends-
For further information, please contact:
Investor relations
ProLogis European Properties
Jennifer van der Eem
+44 207 518 8708
jvandereem@prologis.com
Media
M:Communications
Ed Orlebar / Charlotte McMullen
+44 20 7920 2323 or 7920 2349
orlebar@mcomgroup.com /
mcmullen@mcomgroup.com
Morgan Stanley
+44 20 7425 3009
Richard Stockton
Richard.stockton@morganstanley.com
About ProLogis European Properties (PEPR)
ProLogis European Properties, or PEPR, is one of the largest pan-European owners of high quality distribution and logistics facilities. PEPR was established in 1999 as a closed-end, real estate investment fund, externally managed by a subsidiary of ProLogis (NYSE: PLD), a leading global provider of industrial distribution facilities. In September 2006, PEPR was listed on Euronext Amsterdam.
As at 30 September 2009, PEPR has a portfolio of 232 buildings, covering 4.9 million square metres in 11 European countries, with a market value of €2.8 billion. The portfolio has an occupancy level of 96.3% and an average of 3.4 years to the next lease break or 5.5 years to lease expiry.
Notice
This document does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, securities of PEPR in the United States, Australia, Canada, Japan, their territories and possessions, or any other jurisdiction in which such offer or sale of securities would be unlawful.
The securities of PEPR have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"). Accordingly, the securities of PEPR may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act. No public offering of the securities of PEPR is being made in the United States.
No communication or information relating to any offer or sale of securities of PEPR may be disseminated to the public in jurisdictions where prior registration or approval is required for that purpose. No action will be taken that would permit an offer of securities of PEPR in any jurisdiction where action for that purpose is required, other than in the Grand-Duchy of Luxembourg or The Netherlands.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed, should inform themselves about, and observe such restrictions.
This announcement does not constitute a prospectus. Any offer to acquire securities pursuant to a proposed offering will be made, and any investor should make his investment, solely on the basis of information that is contained in the prospectus that is made generally available in the Grand-Duchy of Luxembourg and The Netherlands in connection with such offering. Copies of the prospectus may be obtained at no cost through the website of the Luxembourg Stock Exchange and the website of PEPR.
Morgan Stanley & Co. International plc is acting for ProLogis European Properties and for no-one else in connection with the offer of preferred units and will not be responsible to anyone other that ProLogis European Properties for providing the protections afforded to customers of Morgan Stanley & Co, International nor for providing advice to any other person in relation to the offer or any other matter referred to herein.
PEPR results for the quarter and year ended 31 December 2011 (81KB)