NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
The initial public offering is planned for the first half of 2017, with the final date being dependent on an assessment of market conditions, among other factors. The planned Offering will consist of the issue of newly issued shares with targeted proceeds of approximately EUR 30 million by the Company for specified project acquisitions as well as the sale of its existing shares by current shareholders, Griffin Netherlands II B.V. and GT Netherlands III B.V., i.e. entities indirectly controlled by the global investment firm Oaktree Capital Group, LLC, in order to allow for a significant free-float post IPO of around 50% or more. The Offering will consist of a public offering to institutional and retail investors in Poland and a private placement for institutional investors outside the Unites States (excluding Poland) in reliance on Regulation S under the U.S. Securities Act of 1933. There will be no public offering outside of Poland.
Griffin Premium RE.. has decided to strive for a listing on the regulated market of the Warsaw Stock Exchange. The offering and settlement will take place in Polish zloty (PLN) through the Polish custodian KDPW.
Details of the Offering will be made available in the prospectus, once it is approved by the Netherlands Authority for Financial Markets, passported to Poland and published.
Global coordinators and joint bookrunners are Bank Zachodni WBK S.A. and Joh. Berenberg, Gossler & Co. KG, while Dom Maklerski BOŚ S.A. is acting as co-lead manager.
The Company was founded in December 2016 through a carve-out of nine existing attractive properties from a portfolio created and managed by Griffin Real Estate, a leading and dynamically developing investor on the commercial property market in Poland.
The Company is incorporated in the Netherlands and operates in a REIT-like structure (Real Estate Investment Trust), i.e. an entity that generates income primarily from renting real property and regularly pays out its earnings to shareholders in the form of a dividend.
Dorota Wysokińska-Kuzdra, CEO of Griffin Premium RE.., commented: “We own office and high-street mixed-use real properties located in the centres or on the main streets of the largest cities in Poland. Thanks to strong occupancy rates and long-term agreements with high-quality tenants, these assets generate stable income. We intend to regularly share our earnings with our shareholders. We plan on paying out approximately 65% of funds from operations as a dividend.”
The CEO added: “The Company operates on the attractive Polish office real estate market. This is also why we intend to change its legal form to a Polish public joint stock company, meeting REIT requirements when Poland adopts the relevant regulations governing the operation of this type of entity and assuming that the conversion will be beneficial for the Company’s shareholders. Griffin Premium RE.. might therefore become the first Polish REIT listed on the Warsaw Stock Exchange, which would have a diversified portfolio of let properties and would deliver attractive returns for investors.”
Griffin Premium RE..’s portfolio is well-balanced and diversified in business and geographical terms, currently comprising nine commercial properties with a total GLA of more than 170,000 m2, including six pure-office projects and three mixed-use office and retail buildings, all in prime locations in five of the seven largest Polish cities: Warsaw, Wrocław, Łódź, Kraków and Katowice.
The total market value of properties in the Company’s portfolio as at the end of 2016 was approximately EUR 514 million and annualized NOI as at the end of 2016 was approximately EUR 34 million.
Griffin Premium RE..’s key managers are Griffin Real Estate professionals with years of property industry experience, including in the acquisition, management, modernization and financing of real property. They have a profound understanding of the projects in the Company’s real estate portfolio. They have been responsible for successful revitalization and construction of key properties, including Hala Koszyki in Warsaw and Supersam in Katowice.
The experienced management team at Griffin Premium RE.. oversees a high-quality diversified tenant base representing a wide array of industries and sectors. Long-term business relations translate into long-term lease contracts. Key tenants include businesses such as Infosys, Hewlett-Packard, International Paper, Philips, Multimedia, Eneris and EuroZet (owner of Radio Zet), as well as many other well-known companies.
The Company’s strategy sees expansion of its property portfolio, which will deliver attractive returns to the Company’s shareholders from both the existing portfolio and through further acquisitions of projects meeting stringent criteria. These will be additional office or mixed-use office and retail buildings built to high technical standards, with a diverse tenant base or an anchor tenant with a long-term agreement, focusing on fully or nearly fully let properties. Each newly acquired property will supplement the existing portfolio, increasing its quality in terms of diversification as well as stable income, ensuring steady, regular returns for the Company’s shareholders.
These materials are for promotional purposes only and under no circumstances shall constitute the basis for a decision to invest in the shares of Griffin Premium RE.. N.V. (the “Company”). The prospectus together with supplements and update reports thereto (the “Prospectus”) prepared in connection with the public offering and admission and introduction of the Company’s securities to trading on the regulated market operated by the Warsaw Stock Exchange (“WSE”) will be the sole legally binding document containing information on the Company and the offering of its securities in Poland (the “Offering”). Griffin Netherlands II B.V. and GT Netherlands III B.V. as the selling shareholders in the Offering will be authorized to carry out the Offering to the public in Poland once the Prospectus has been approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten), the Netherlands capital markets authority, and notified to the Polish Financial Supervision Authority and passported into Poland, and published. For the purposes of the Offering in Poland and the admission and introduction of the Company’s securities to trading on the WSE, the Company will make the Prospectus available on the Company’s website (www.griffin-premium.com) and at the website of Bank Zachodni WBK S.A. (www.bzwbk.pl) – solely for information purposes.
These materials are not for distribution, directly or indirectly, in or into the United States, or in other countries where the public dissemination of the information contained herein may be restricted or prohibited by law. They do not constitute an offer of securities for sale or an invitation to subscribe for or purchase securities.
These materials are not an offer of securities for sale, or the solicitation of an offer to purchase securities, in the United States. Securities may be offered or sold in the United States only when registered in accordance with the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or pursuant to an exemption from the registration requirement of the U.S. Securities Act. The Company does not plan to register the Offering or any portion thereof in the United States.
Statements contained herein may constitute “forward-looking statements”. Forward-looking statements are generally identifiable by the use of the words “is likely to”, “aim”, “may”, “will”, “should”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
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