Placing of up to 56.1 million new ordinary shares 23 September 2009
Back to listing23 September 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Liberty International PLC (”Liberty International” or the “Group”) today announces it is placing up to 56.1 million new ordinary shares (the “Placing”) representing up to 9.9 per cent of the Group’s issued ordinary share capital immediately prior to the Placing.
Purpose of the Placing
The proceeds of the Placing will enable the Group to resume investment in, and so enhance returns from, its prime UK regional shopping centres and Central London assets. Except for pre-existing commitments, the Group’s investment plans were placed on hold approximately twelve months ago as a result of the exceptional turmoil in financial and property markets at that time.
The Placing addresses the Group’s investment requirements beyond the net £592 million capital raised in April 2009, the purpose of which was to provide funds for already committed capital expenditure, debt repayment and covenant cures on non-recourse debt facilities for the period to December 2010. These further investments can, in most cases, be undertaken by the Group at its discretion and are not contingent on third party decisions.
Approximately half of the proceeds of this Placing are expected to fund identified active management initiatives across the Group’s fourteen UK regional shopping centres which were valued at £4.4 billion at 30 June 2009. These initiatives, which are not individually of significant size, but cover most of the Group’s centres, are expected to deliver rental and capital value enhancement over the coming years. In addition, the Group has plans to implement a number of larger strategic projects at selected centres, subject to gaining the appropriate planning approvals.
The Group intends to use the other half of the proceeds of the Placing to fund capital expenditure, including tactical acquisitions, to further the Group’s objectives for its prime Central London assets in Covent Garden and to fund Earls Court & Olympia through to securing planning consent.
Expected benefits of the Placing
The expected benefits of the Placing are to:
- Restore positive momentum to the overall business, the focus of which has recently been primarily on balance sheet and liability management;
- Provide funds for the Group to improve the competitive position of its prime UK regional shopping centres through active asset management initiatives in the short-term and more substantial enhancement and expansion projects in the medium-term;
- Position the Group to further consolidate and develop its holdings in the prime Covent Garden estate in Central London; and
- Enable the Group to actively pursue the development potential of Earls Court & Olympia.
The programme of disposals of non-core UK assets embarked upon when Liberty International became a REIT in January 2007 is largely complete. The Group considers that it is not in the interests of shareholders to embark on a further programme of substantial disposals at the current time, although this position is kept under regular review.
Financial position as at 30 June 2009
Following the capital raising in April this year, the Group had a total cash balance of £568 million and net external debt of £3,390 million at 30 June 2009, representing a debt to assets ratio of 56 per cent. Net assets per share (diluted, adjusted) were 448 pence at 30 June 2009.
As explained at the time of the earlier capital raising, this cash balance is earmarked to fund:
- Committed capital expenditure, which amounted to £172 million at 30 June 2009, in particular in relation to the St. David’s, Cardiff development which is opening in October this year;
- Debt repayment and amortisation in 2009 and 2010 of £174 million, including the repayment of the remaining £79 million of 3.95 per cent convertible bond due September 2010; there is a further £113 million of amortisation due in 2011 and 2012;
- The remaining REIT entry charge of £19 million by December 2010 and £103 million in total; and
- Covenant cures in non-recourse debt facilities should there be further falls in property values. As anticipated in the Interim Report, since 30 June 2009 the Group has contributed or will be contributing, in aggregate, £36 million (including associated costs). As illustrated in the Interim Report, a further 10 per cent reduction in values would require a further cash cure of approximately £90 million.
The Group is also considering the refinancing prior to maturity in 2011 of the net £591 million of borrowings secured by way of CMBS on the Group’s flagship asset Lakeside, Thurrock, which may require some equity contribution to reflect a lower amount of debt on refinancing.
The St. David’s Limited Partnership, in which the Group has a 50 per cent interest, recently concluded a £290 million debt facility secured against the St. David’s, Cardiff shopping centre of which the Group’s share is £145 million, with £37 million currently drawn. This will partially address the Group’s funding requirements.
In addition to its non-recourse debt, the Group has a corporate revolving credit facility of £360 million to provide financial flexibility and meet short-term borrowing requirements. This facility, which is committed to June 2011, is currently undrawn.
Property and debt market background
The cumulative decline from the peak valuation of Liberty International’s investment properties amounted to 36.2 per cent at 30 June 2009, outperforming the IPD UK All-Property Monthly Index decline over the comparable period of 44.1 per cent. Since 30 June 2009, the UK property market has shown signs of improvement, particularly for prime assets of smaller lot sizes, with the IPD index in August 2009 showing its first positive monthly return since summer 2007.
Recent months have shown some recovery and improved liquidity in credit markets, with reducing spreads evident on listed UK property-related debt securities. However, the availability of finance for real estate remains significantly constrained, with only a small number of banks willing to advance new facilities and generally only against the most prime assets.
Capital Shopping Centres (”CSC”)
Since the Interim Report, occupancy levels at CSC’s UK regional shopping centres have increased, with headline occupancy at 31 August 2009 of 98.8 per cent (30 June 2009 – 98.3 per cent). As a result of continued positive re-letting activity, occupancy levels (adjusted for units affected by administrations and still to be re-let) have increased to 97.3 per cent (30 June 2009 – 96.3 per cent).
The rate of tenant failures has slowed further in the third quarter, with only 7 retailers, affecting 14 units, failing since the half year, compared with an aggregate 184 units out of CSC’s 2,028 units in the three quarters to 30 June 2009.
Estimated footfall at CSC’s centres continues to be encouraging with our 12 completed centres continuing to record an increase of over 3 per cent on the previous year.
Whilst the retail letting market remains challenging, we are encountering more activity and interest from retailers in securing well configured space in our leading locations.
The 967,500 sq.ft. extension to St. David’s, Cardiff is expected to open on 22 October 2009, with the new 260,000 sq.ft. John Lewis store opening on 24 September 2009. 66 per cent of the area and 61 per cent of the anticipated rental income is currently either exchanged or in solicitors’ hands (30 June 2009 – 64 per cent and 53 per cent respectively).
St. Andrew’s Way mall at Eldon Square, due to complete in February 2010, now has 88 per cent by area and 92 per cent by anticipated rental income either exchanged or in solicitors’ hands (30 June 2009 – 85 per cent and 83 per cent respectively).
At MetroCentre, our remodelling project in Yellow and Blue Quadrants continues on programme. 82 per cent of the area and 73 per cent of anticipated rental income is currently either exchanged or in solicitors’ hands (30 June 2009 – 81 per cent and 70 per cent respectively) with a further 5 per cent by income in active negotiation. Six of the eight restaurants on the upper level are open for trade. Both Namco and Odeon are anticipated to be open for trade shortly, in November and December 2009 respectively.
Capital & Counties
Covent Garden
The Group’s holding in Covent Garden comprises around 750,000 sq.ft. over 44 buildings with 305 lettable units. The estate was valued at £529 million at 30 June 2009. Portfolio occupancy continues to be strong at 99 per cent taking into account units under offer and under refurbishment, with net rental income in line with expectations. Work on the refurbishment of the prominent Bedford Chambers building is expected to complete on schedule with a world class tenant opening for business in Spring 2010.
The strategy is to drive income through the introduction of an enhanced retail and hospitality mix with particular focus on locations with currently low rental levels. Opportunities to enhance our substantial presence in the district are now presenting themselves, either by way of improvement works to the existing portfolio or direct acquisitions. Part of the proceeds of the Placing will fund expansionary capital expenditure in these prime locations.
Earls Court & Olympia (50 per cent controlling interest)
The Group reported at 30 June 2009 a satisfactory performance from the underlying exhibition business which has continued in the second half of the year. The estate including the adjacent Empress State building was valued at £524 million at 30 June 2009.
The Group intends to use part of the proceeds of the Placing to continue to pursue a planning consent for comprehensive redevelopment. Significant progress has been made in making all stakeholders cognisant of the scale of the opportunity, with both relevant London boroughs publishing strategy consultation drafts recognising that Earls Court should be redeveloped. The project also has the support of the Greater London Authority (GLA) , which has described the site as one of the most important development sites in London, capable of implementation in the next 5 years. A Collaboration Agreement is well advanced with adjacent land owners, who are working together to establish a Conditional Joint Venture Agreement.
Dividends
As noted in the Interim Report, the Board intends, subject to available resources, to pay a dividend in respect of 2009 on the enlarged share capital amounting to 16.5 pence per share in aggregate, which is the same level as in 2008. Shares issued as a result of the Placing will not be entitled to the interim dividend of 5.0 pence per share in respect of 2009. Such shares will be entitled to receive the anticipated final dividend payment of 11.5 pence per share in respect of 2009 payable in 2010.
Prospects
Liberty International has a high quality and defensive business, with 14 UK regional shopping centres (including 9 of the UK’s top 30) and prime central London assets including the Covent Garden Estate and Earls Court & Olympia. The Board believes the Group is well positioned for recovery as the property market improves, with prime assets and large scale destinations expected to outperform secondary assets and inferior locations. Due to recent adverse market conditions, the supply of new retail space in the UK has been sharply curbed which should be beneficial to the Group.
As stated in the Interim Report, tenant failures in the three quarters to 30 June 2009 amounting to over £30 million of CSC’s passing rent will adversely impact underlying earnings, despite the positive progress on re-lettings noted above. As was also stated, earnings per share will be negatively impacted in the short-term due to the impact of cash balances earning a low return pending the most effective deployment, and also due to the Group being overhedged with regard to interest rate risk.
Nevertheless, with the benefit of further capital and stability returning to the UK market, the Group will have the opportunity to implement a number of active asset management initiatives within its existing business to enhance returns to shareholders.
Details of the Placing
Liberty International intends to place up to 56.1 million new ordinary shares, representing up to 9.9 per cent of Liberty International’s issued ordinary share capital immediately prior to the Placing, with institutional and other investors (the “Placing Shares”). The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Merrill Lynch International (”Merrill Lynch”). The book will open with immediate effect. The timing of the closing of the book, pricing and allocations is at the discretion of Liberty International and Merrill Lynch although the book-building is expected to close not later than 4.30 pm (London time) today. However, Merrill Lynch may accept further bids after initial allocations have been made on the basis explained in the Appendix. The number of Placing Shares and the price at which the Placing Shares are to be placed (the “Placing Price”) will be agreed by Liberty International with Merrill Lynch at the close of the book-building process. Details of the Placing Price will be announced as soon as practicable after the close of the book-building process.
The Placing Shares will be issued credited as fully paid and will rank pari passu with the Company’s existing ordinary shares, including the right to receive all dividends and other distributions declared in respect of such shares after the date of issue of the Placing Shares. The Placing Shares will not be entitled to the interim dividend of 5.0 pence per share in respect of 2009. The Placing Shares will be entitled to receive the anticipated final dividend payment of 11.5 pence per share in respect of 2009 payable in 2010.
The Company will apply for admission of the Placing Shares to the Official List of the Financial Services Authority and to listing on the London Stock Exchange’s main market for listed securities (”Admission”). It is expected that Admission will take place and that trading will commence on 5 October 2009. Application will also be made to JSE Ltd in South Africa for the Placing Shares to be admitted to the Johannesburg Stock Exchange.
Settlement of the Placing Shares will be on a T + 8 basis (according to business days in the UK) and is expected to occur on 5 October 2009.
The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing.
Download full announcement including Appendix
Enquiries:
Liberty International PLC
David Fischel Chief Executive +44 (0)20 7960 1207
Ian Durant Finance Director +44 (0)20 7960 1210
Kate Bowyer Investor Relations +44 (0)20 7960 1250
BofA Merrill Lynch +44 (0)20 7628 1000
Simon Mackenzie-Smith
Simon Fraser
Rupert Hume-Kendall
Public relations
UK: Michael Sandler, Hudson Sandler +44 (0)20 7796 4133
SA: Nicholas Williams, College Hill Associates +27 (0)11 447 3030
