Capitalised terms used herein, unless otherwise defined, shall have the meaning ascribed to them in the circular dated 30 October 2018 issued by Cromwell EREIT Management Pte. Ltd. (the “Circular”).
1.Completion of Acquisition
Further to the announcement dated 24 December 2018 titled “Acquisition of All the Shares of Challenger DPG France SAS Which Holds the Properties Located in Villeneuve-Lès-Béziers, Parcay-Meslay, and Sully-Sur-Loire In France” (the “Announcement”), Cromwell EREIT Management Pte. Ltd., in its capacity as manager of Cromwell European Real Estate Investment Trust (“CEREIT”, and the manager of CEREIT, the “Manager”), is pleased to announce that CEREIT has today through its wholly owned subsidary, Logistics France 1 SAS, completed the acquisition of three logistics assets in France (the “Properties”, the acquisition, the “Acquisition”, and the completion of the Acquisition, the “Completion”) through the acquisition of all the shares of Challenger DPG France SAS (the “Target Company”). The total cost of the acquisition of the three logistics assets in France is approximately €21.8 million1 (comprising the purchase consideration for the Properties of €20.8 million2 (which includes the principal sum of the shareholder loan granted by CDPG Luxembourg S. à r. l. to the Target Company of approximately €14.3 million and the accrued interest of approximately €1.0 million to be repaid by Logistics France 1 SAS at Completion pursuant to the share purchase agreement relating to the Acquisition), the acquisition fee payable to the Manager of approximately €0.2, real estate transfer tax of €0.3 million and professional and other fees and expenses of €0.5 million).
€5.8 million was funded by the proceeds of the underwritten and renounceable rights issue of 600,834,459 new units in CEREIT to raise gross proceeds of approximately €224.1 million (the “Rights Issue”) and the balance of €16.0 million was funded by debt facilities.
Following the Completion, the Target Company will be indirectly wholly-owned by CEREIT. Additionally, CEREIT’s portfolio will now comprise 93 properties in Denmark, Finland, France, Germany, Italy, and the Netherlands.
2. Use of Proceeds
As announced on 31 December 2018, €133.1 million (which is equivalent to approximately 59.4% of the gross proceeds of the Rights Issue) and €36.5 million (which is equivalent to approximately 16.3% of the gross proceeds of the Rights Issue) of the gross proceeds from the Rights Issue of approximately €224.1 million had been used to partially fund the Proposed Transaction and the total cost of the Recently Announced Acquisitions respectively.
Further to the announcements dated 30 October 2018, 21 December 2018 and 31 December 2018 in relation to the Rights Issue, the Manager wishes to announce that €5.8 million (which is equivalent to 2.6% of the gross proceeds from the Rights Issue) of the gross proceeds from the Rights Issue has been used to partially fund the Acquisition. Such use is in accordance with the stated use and in accordance with the percentage allocated in the announcement dated 30 October 2018 in relation to the Rights Issue.
The remaining €48.7 million of proceeds (including the proceeds previously used to repay the unsecured revolving credit facility for €100.0 million on a short-term basis of €35.8 million as mentioned in the announcement dated 31 December 2018 in relation to the Rights Issue) will be used to partially fund the remaining properties under the Proposed Transaction and the Recently Announced Acquisition.
The Manager will make further announcements on the utilisation of the remaining proceeds from the Rights Issue as and when such funds are materially disbursed.
The full SGX Announcement is available within our Investor Relations section here.
1. The total cost of the Acquisition was stated to be €22.6 million in the Announcement. However, the total cost of the Acquisition is now €21.8 million.
2. The purchase consideration of the Properties was stated to be €21.6 million in the Announcement. However, the purchase consideration of the Properties is now €20.8 million.