CITY DEVELOPMENTS LIMITED General Announcement::Announcement by First Sponsor Group Limited, an associate...
Page 1 of 1
General Announcement::Announcement by First Sponsor Group Limited, an associate of Millennium & Copthorne Hotels plc
Issuer & Securities
Issuer/ Manager
CITY DEVELOPMENTS LIMITED
Securities CITY DEVELOPMENTS LIMITED - SG1R89002252 - C09
Stapled Security No
Announcement Details
Announcement Title
General Announcement
Date & Time of Broadcast 15-Jan-2016 17:22:09
Status New
Announcement Sub Title Announcement by First Sponsor Group Limited, an associate of Millennium & Copthorne Hotels plc
Announcement Reference SG160115OTHRBME7
Submitted By (Co./ Ind. Name) Enid Ling Peek Fong
Designation Company Secretary
Description (Please provide a detailed description of the event in the box below)
First Sponsor Group Limited ("FSGL"), an associate of Millennium & Copthorne Hotels plc, has on 15 January 2016 issued an announcement relating to the Disposal of non-core properties in the Netherlands.
For further details, please refer to the announcement posted by FSGL on the SGX website www.sgx.com.
Tweet O
http://infopub.sgx.com/Apps?A=COW_CorpAnnouncement_Content&B=Announcem...
1/15/2016
Asset Acquisitions and Disposals::ANNOUNCEMENT OF DISPOSAL OF NON-CO...
Page 1 of 1
Asset Acquisitions and Disposals::ANNOUNCEMENT OF DISPOSAL OF NON-CORE PROPERTIES Issuer & Securities
Issuer/ ManagerFIRST SPONSOR GROUP LIMITED
Announcement Details
Asset Acquisitions and Disposals
First Sponsor - Disposal of Dutch non-core properties.pdf Total size =91K
Like 0
Tweet 0
http://infopub.sgx.com/Apps?A=COW_CorpAnnouncement_Content&B=Announcem...
15/1/2016
FIRST SPONSOR GROUP LIMITED(Incorporated in the Cayman Islands) (Company Registration No.: AT-195714)
ANNOUNCEMENT OF DISPOSAL OF NON-CORE PROPERTIES IN THE NETHERLANDS
-
INTRODUCTION
The Board of Directors (the "Board") of First Sponsor Group Limited (the "Company", together with its subsidiaries, the "Group") refers to the announcements made by the Company dated 14 November 2015 ("14 November Announcement") and 1 December 2015 ("1 December Announcement"). Unless otherwise expressly specified, capitalised terms used in this Announcement shall bear the same meanings as defined in the 1 December Announcement.
As mentioned in the 1 December Announcement, following completion of the acquisition of the DL Portfolio and as part of the ongoing Capital Restructuring of the DL Portfolio, the Target has incorporated NL D&P Property 10 B.V. (the "Seller"), a property-trading SPV incorporated in the Netherlands, for the purpose of holding various "non-core" properties comprised in the DL Portfolio (as described in paragraph 2.3 of the 14 November Announcement) to facilitate the eventual divestment of the said "non-core" properties. As explained in paragraph 3.2(c) of the 14 November Announcement and paragraph 2.3 of the 1 December Announcement, the Purchasers had intended to seek opportunities to dispose off these "non-core" properties at the appropriate time.
In connection with the foregoing, the Board is pleased to announce that the Seller (a 33% indirectly-owned associated company of the Company) has on 14 January 2016 entered into a sale and purchase agreement ("SPA") with Union Street Pluto B.V. and Union Street Zulu
B.V. (collectively, the "Purchaser"), and with the Target (now known as FSMC NL Property Group B.V.) acting as the Seller's guarantor, in connection with the sale of the following "non- core" properties held by the Seller to the Purchaser (the "Disposal"):
Marathon 4, 4A - 4M, 5, 5A - 5K, 6, 6A - 6M, 7, 7A - 7M and Colosseum
(unnumbered) (Hilversum);
Gemini, Siriusdreef 22 (Hoofddorp);
HS Building, J.Westerdijkplein 1, 40 and 50 and Waldorpstraat 120 (The Hague);
Le Carre, Randstad 20 4 and 20 6 - 20 22 (Almere);
Asserring 188 (Amstelveen);
Mr B.M. Teldersstraat 15 (Arnhem);
The Boxx, Spicalaan 10 (Hoofddorp); and
Montaubanstraat 14, 16 and 18 (Zeist), (collectively, the "Properties Sold").
-
RATIONALE FOR AND BENEFIT OF THE DISPOSAL
As mentioned above in paragraph 1.2, the Disposal is in line with the strategy to dispose off the "non-core" properties of the DL Portfolio, which was previously explained in the 14 November Announcement and 1 December Announcement. The Disposal enables the Seller to realise cash proceeds from the sale of the said "non-core" properties, which will be used for the partial repayment of loan financing extended to the Seller by FS Euro Capital Limited, a wholly-owned subsidiary of the Company (as described in paragraph 2.2 of the 1 December Announcement).
-
CONSIDERATION AND COMPLETION
As stated in the SPA, the aggregate purchase price of the Properties Sold is approximately
€45.5 million (equivalent to approximately S$71.1 1 million) ("Purchase Price"), which is exclusive of (a) any applicable turnover tax or real estate transfer tax that may be due and payable in connection with the Disposal under the laws of the Netherlands and which will be borne by the Purchaser, and (b) any amounts payable by the Purchaser to the Seller on completion of the Disposal ("Completion") as compensation for any amounts payable and/or actually paid by the Seller between the date of the SPA and Completion (if any) in relation to, inter alia, certain tenant contributions, discounts, capex and/or works, which amounts are to be borne by the Purchaser. In accordance with the terms of the SPA, the Seller shall be responsible for the settlement of applicable taxes, charges, duties, land consolidation interests, ground rent and other similar or periodic charges and costs relating to the Properties Sold, only up to the completion date of the Disposal; the Purchaser shall be responsible for such payments following completion.
The Purchase Price was arrived at as a result of arm's length, commercial negotiations between the Seller and the Purchaser on a willing-buyer, willing-seller basis, taking into consideration factors such as the current property market conditions in the Netherlands, the historical and expected rental yield from the Properties Sold, and the physical condition of the Properties Sold. CBRE is the appointed commercial advisors in relation to the Disposal. The open market value of the Properties Sold is not available as the Seller did not commission an independent valuation for the purposes of the Disposal.
From the perspective of the Group and the co-investors of the DL Portfolio, the carrying value of the Properties Sold is approximately €32.2 million (equivalent to approximately S$50.3 million based on the Illustrative Exchange Rate). The Group is entitled to its 33% attributable share of the gain on disposal of the Properties Sold, which is expected to be approximately
€4.3 million (equivalent to approximately S$6.7 million based on the Illustrative Exchange Rate).
Under the SPA, Completion is scheduled to take place on 29 February 2016.
The initial public offering of the Company's shares was sponsored by DBS Bank Ltd, who assumes no responsibility for the contents of this announcement.
1 The "Illustrative Exchange Rate" used in this Announcement is €1: S$1.5622. The Illustrative Exchange Rate is solely for illustrative purposes and should not be construed as a representation that the relevant amounts have been or could be converted at this rate or at any other rate.
2
CDL - City Developments Ltd. issued this content on 2016-01-15 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-15 10:07:09 UTC
Original Document: http://media.corporate-ir.net/media_files/IROL/60/60774/CDL.FSGL_15.1.2016.pdf
