HIAG Immobilien announces price range of CHF 72.00 to CHF 86.00 per share for its planned IPO.
Publié: 06. mai 2014
Media Release
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For Release in Switzerland. This is a restricted communication and you must not forward it or its contents to any person to whom forwarding it is prohibited by the legends contained therein. In particular, this release and the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in such or any other countries.
Basel, 6 May 2014 – HIAG Immobilien Holding AG (HIAG Immobilien), which specializes in the redevelopment and long-term use of former industrial sites, is launching its IPO with the publication of the issue and listing prospectus and the start of the bookbuilding process. The price range for the offered shares having a nominal value of CHF 1.00 each was set at CHF 72.00 to CHF 86.00, which post primary proceeds implies a market capitalization of HIAG Immobilien of CHF 576 million to CHF 688 million.
In the context of its IPO, HIAG Immobilien is planning to offer to investors 1'000'000 newly issued shares stemming from a capital increase and 700'000 existing shares held in treasury by HIAG Immobilien, as well as 847'500 existing shares from the holdings of anchor shareholders Dr. Felix Grisard, Salome Grisard Varnholt and Andrea Grisard. In addition, the anchor shareholders have granted the syndicate banks an over-allotment option of up to 255'000 shares, which can be exercised within 30 calendar days after the first trading day.
The 1'700'000 total shares offered by HIAG Immobilien and the 847'500 shares offered by the anchor shareholders correspond to 31.84% of the registered share capital subsequent to the IPO and prior to the exercise of the over-allotment option. The over-allotment option of up to 255'000 shares corresponds to 3.19% of the registered share capital of HIAG Immobilien subsequent to the IPO. Assuming full exercise of the over-allotment option, the anchor shareholders, as shareholders focused on a long-term investment in HIAG Immobilien, will hold, directly or indirectly, 63.09% of the 8'000'000 registered shares of HIAG Immobilien issued upon completion of the IPO. The anchor shareholders, as well as the members of the board of directors and the management, have signed a lock-up agreement for a period of 12 months, and HIAG Immobilien has agreed to a lock-up of 6 months starting from the first trading day, subject to the usual exemptions. Moreover, the anchor shareholders have underpinned their long-term commitment to the Company by signing a shareholders' agreement.
The placement of 1'700'000 shares will generate new capital for HIAG Immobilien totaling CHF 117 million to CHF 140 million net. HIAG Immobilien intends to use the net proceeds from its IPO for ongoing development projects, to repay a bridge financing in the amount of CHF 30 million and to temporarily reduce the utilization of HIAG Immobilien's existing financial indebtedness. Moreover, the newly generated capital will help HIAG Immobilien retain its flexibility to seize acquisition opportunities that arise at short notice.
HIAG Immobilien's IPO consists of a public offering in Switzerland, and private placements in certain jurisdictions outside the United States of America, in each case in reliance on Regulation S of the US Securities Act and based on the exemptions set forth in the EU Prospectus Directive.
The bookbuilding process will begin on 6 May 2014 and is expected to end on 15 May 2014. The final offer price is expected to be announced on 16 May 2014. Furthermore, it is expected that the shares of HIAG Immobilien will be listed and that trading will commence on 16 May 2014. Credit Suisse is acting as Sole Bookrunner for the IPO and Bank Vontobel AG as Co-Lead Manager.
HIAG Immobilien – A leader in the redevelopment of former industrial properties
As a long-term property owner, HIAG Immobilien specializes in the redevelopment and long-term use of former industrial sites and has a closely coordinated team of 22 employees developing attractive living and working spaces with a special focus on industrial projects. HIAG Immobilien's 'land bank' comprises a total area of 2.4 million m2, with 1.4 million m2 zoned for site development, making up one of the most comprehensive portfolios of large-area sites with development potential in attractive locations throughout Switzerland. Around 90% of HIAG Immobilien's real estate portfolio is situated in the greater economic areas of Zurich/Zug, Baden/Brugg, north west Switzerland and Geneva.
As of the end of 2013, the portfolio was valued by the independent consulting company Wüest & Partner at CHF 1.07 billion and generated an annualized rental income of CHF 46.6 million (previous year: CHF 42.5 million). As of 31 March 2014, the annualized rental income amounted to CHF 48.1 million. The portfolio is made up of investment properties valued at CHF 636.4 million with a gross return of 6.4%, and of properties for redevelopment valued at CHF 428.9 million with an average gross yield stemming from current use of 3.6%. The property redevelopment portfolio includes an area of around 889'000 m2, on which HIAG Immobilien is planning to invest an anticipated CHF 1.65 billion in the creation of an additional 573'000 m2 of net usable space within the context of 46 short, medium and long-term development projects. Around one quarter of this invested capital is to be generated from the sale of condominiums, thereby providing a key contribution toward strengthening HIAG Immobilien's cash flow.
In 2013, HIAG Immobilien achieved an EBITDA of CHF 86.6 million (2012: CHF 59.6 million) and a net income of CHF 77.9 million (CHF 55.2 million). The business result according to the recommendations issued by the European Public Real Estate Association (EPRA) came to CHF 28.6 million (CHF 19.2 million). Including the proceeds from the sale of condominiums, cash flow from business activities equaled CHF 47.8 million (CHF 38.8 million). The loan-to-value ratio amounted to 45.9% as of 31 December 2013 (31 December 2012: 42.2%). The average return on equity (RoE) from HIAG Immobilien's last three business years spanning from 2011 to 2013 came to around 14%. The increase in net asset value (NAV) according to EPRA recommendations of 19.3%, from CHF 500.7 million to CHF 597.3 million, as of the end of 2013 also includes a capital increase of CHF 34.6 million.
HIAG Immobilien targets a dividend pay-out ratio of around 35% to 40% of the Company's reported consolidated net profit for the year out of distributable profits or reserves from capital contributions, subject to the availability of distributable reserves and taking into consideration legal provisions, corresponding to a dividend of around 4% of NAV.
Contact
Martin Durchschlag Chief Executive Officer T +41 61 606 55 28
| Laurent Spindler Chief Financial Officer T +41 61 606 55 23 |
HIAG Immobilien Holding AG
Aeschenplatz 7
4052 Basel
T +41 61 606 55 00
About HIAG Immobilien
HIAG Immobilien is a leading Swiss property owner, manager and redeveloper of former industrial sites in attractive locations. Its real estate portfolio is broadly diversified both geographically as well as in terms of property usage. HIAG Immobilien's long-term business model is essentially based on signing industrial, commercial and private tenants to extended lease agreements and on the long-term, increasing the value of former industrial and commercial sites thanks to its comprehensive experience and expertise in property redevelopment.
Key data
Listing | SIX Swiss Exchange (Standard for Real Estate Companies) |
Ticker symbol | HIAG |
Swiss security number | 23 951 877 |
ISIN | CH 023 951877 9 |
Price range | CHF 72.00 to CHF 86.00 per offered share |
Share offering | Base offer of 2'547'500 registered shares • 1'000'000 newly issued shares • 847'500 existing shares currently held Over-allotment option of up to 255'000 shares |
Tentative schedule |
|
Bookbuilding | Start 6 May 2014 End 15 May 2014, 12.00 noon CET |
Pricing and allocation of shares | 15 May 2014 |
Announcement of definitive offer price per share | 16 May 2014 |
Listing of shares and commencement of trading | 16 May 2014 |
Book-entry delivery of offered shares against payment of the offer price | 21 May 2014 |
Last day the over-allotment option can be exercised | 15 June 2014 |
Disclaimer
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of HIAG Immobilien and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. HIAG Immobilien assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in the listing rules of SIX Swiss Exchange or a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of HIAG Immobilien should be based exclusively on the issue and listing prospectus published by HIAG Immobilien for such purpose. Copies of such issue and listing prospectus (including the supplement, if applicable) may be obtained free of charge from Credit Suisse AG, Zurich (T +41 44 333 4385, F +41 44 333 3593, equity.prospectus@credit-suisse.com).
This document and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act")) or publications with a general circulation in the United States. This document does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States of America. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under Securities Act. There will be no public offering of the securities in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA"). Any offers of the Securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities.
In connection with the offer or sale of the securities referred to herein, the Sole Bookrunner may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by the Sole Bookrunner in accordance with all applicable laws and rules. Save as required by law or regulation, the Sole Bookrunner does not intend to disclose the extent of any stabilization action. No representation is made as to whether the Sole Bookrunner will engage in any stabilization activity or that this activity, if commenced, will not be discontinued without notice.
For the avoidance of doubt, neither the Sole Bookrunner nor the Co-Lead Manager makes any representation or warranty that it intends to accept or be bound to any of the information contained herein nor shall the Sole Bookrunner or the Co-Lead Manager be obliged to enter into any further discussions or negotiations pursuant thereto but shall be entitled in their absolute discretion to act in any way that they see fit in connection with the potential transaction. Any discussions, negotiations or other communications that may be entered into, whether in connection with this communication or otherwise, shall be conducted subject to contract. No representation or warranty expressly or implicitly, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Sole Bookrunner or the Co-Lead Manager, or any of their respective officers, employees or agents, as to or in relation to the accuracy or completeness of this communication, publicly available information on HIAG Immobilien or any other written or oral information made available to any interested party or its advisors and any liability therefore whether in contract, tort or otherwise is hereby expressly disclaimed.
The Sole Bookrunner and the Co-Lead Manager are acting on behalf of the Company and no one else in connection with the referred to herein and will not be responsible to any other person for providing the protections afforded to clients of the Sole Bookrunner or the Co-Lead Manager, or for providing advice in relation to the securities referred to herein.