| | | | | | | | | | | | | | | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | | | | | | | | | | | | | | UNI - EN REPORT No | 30 | / | 2014 | | | | | | | | | | | | | | | | | | | Date of issue: | 2014-11-20 | | | | | | | | | | | | | | | | | | | | | | Short name of the issuer | | | | | | | | | | PLAZA CENTERS N.V. | | | | | | | | | | | | | | | | Subject | | | | | | | | | | | | | THIRD QUARTER INTERIM MANAGEMENT STATEMENT AND QUARTERLY FINANCIAL STATEMENTS - ONGOING OPERATIONAL PROGRESS AND CONCLUSION OF DEBT RESTRUCTURING - | | | | | | | | | | | | | | Official market - legal basis | | | | | | | | | Inne uregulowania | | | | | | | | | | | | | | | Unofficial market - legal basis | | | | | | | | | | | | | | | | | | | | | | | | | Contents of the report: | | | | | | | | | | | Plaza Centers N.V. (“Plaza" / “Company" / “Group"), a leading emerging markets property developer, today announces its interim management statement relating to the period from 1 July 2014 to 30 September 2014 and unaudited financial statements for the nine months ended September 30, 2014, and includes an update to the date of the publication of this report (“the Period").
Positive performance by the operating shopping centres in the CEE region
The third quarter of 2014 saw very positive growth in terms of turnover, occupancy and footfall across the portfolio.
Turnover
Turnover results were positive with solid increases in revenues across all centres compared to the corresponding quarter last year: The biggest increase in turnover was achieved in Torun which recorded a 24.7% rise for the quarter, including record growth in turnover in August of 42% compared to last year. Torun is benefitting enormously from the recent openings of TK Maxx, Sports Direct, Carry and other fashion stores. Very strong results were also shown by Riga Plaza, with turnover increasing by an impressive 15.2% compared to the corresponding quarter last year, including a rise of 26.8% in August. Liberec Plaza also recorded a double digit turnover growth rate, with an increase of 11.1% during the quarter.
Occupancy Level
The average occupancy level across the portfolio exceeded 92% in Q3 2014 (including 97% in Riga Plaza, 95% in Zgorzelec, 92.5% in Suwalki, 92% in Torun and 84% in Liberec). Ongoing negotiations in Riga and Suwalki (expected to be concluded in Q1 2015) will bring these centres to nearly 100% occupancy by year end.
Footfall growth
Footfall growth was very positive in August although this was offset somewhat by the impact of unseasonally warmer weather in September, which led to fewer visitors to all our centres during that month. The net effect for the entire quarter, therefore, was a positive trend in three of our operating centres. The highest result in terms of footfall was again achieved in Torun for the reasons outlined above, with footfall increasing 9.3% over the quarter, compared to Q3 2013. This was followed by Riga, with a 5.3% rise in footfall, and Zgorzelec, with an increase of 4.5%. Footfall results in Liberec (-5.7%) continued to be affected by the new system of parking that reduced the number of non-shoppers using the parking facilities, while a 3.5% decline at Suwalki resulted from planned, short term infrastructure works to the main access roads which will soon be completed and will be favourable for the centre in the longer term.
Disposal of assets and current cash position
The Company undertook two disposals during the period, in both cases securing sale prices in line with each asset’s last reported book value.
On 4 September 2014, Plaza reached an agreement to sell its 31,500 sqm site in Targu Mures, Romania to a third party developer for €3.5 million. The disposal was in line with the Group’s ongoing strategy to both deleverage and dispose of non-core assets and to focus on the core yielding assets across the portfolio. The proceeds secured from the sale were consistent with the presented cash flow forecasts.
On 2 October 2014, Plaza successfully completed the disposal of its shopping and entertainment centre, Kragujevac Plaza in Serbia for €38.6 million. Following the repayment of related bank debt of c.€28.2 million, the Company received net cash from the disposal of c.€10.4 million. 75% of the net cash proceeds will be distributed to the Company's bondholders during the current quarter as an early repayment of the bonds, in line with the Company’s stated restructuring plan. Restricted cash linked to the bank debt and other working capital balances of c. €2 million were also released following the transaction.
The current consolidated cash balance of the Company is circa €45 million including approximately €4.5 million of restricted cash in the operating shopping centres.
Conclusion of Dutch restructuring plan and Rights Offering
On 9 July 2014, the Company received approval from the Dutch Court for its Dutch restructuring plan (the “Plan"). This followed approval from 92% of Plaza’s creditors who voted in favour of the Plan, which clearly demonstrated their resounding endorsement. On 18 July 2014, the restructuring process was formally concluded and the Plan became binding and effective.
As previously announced, approval of the Plan defers the principal maturities of the Company’s Series A and Series B bonds as well as the Polish bonds for at least 3.5 years and provides bondholders with significantly improved terms, including: additional interest of 1.5% p.a; 13.21% of the shares in the Company post its proposed EUR 20 million rights issuance; certain covenants on operations; and an option for early repayments when any assets are sold or refinanced.
The approval of the Plan, which took less than eight months to conclude successfully, has allowed the Company to undertake a rights offering to existing shareholders (the “Rights Offering") to raise an aggregate amount of €20 million. The Rights Offering, which has been priced at EUR 0.0675 per share and will be fully underwritten by Elbit Ultrasound (Luxembourg) BV/ S. a' r. l ("EUL"), a wholly owned subsidiary of Plaza’s parent company, Elbit Imaging Ltd. EUL has also undertaken, among other matters, to ensure that it will exercise EUL's rights to take up EUL's full pro-rata portion under the Rights Offering and that it will subscribe or procure that other persons subscribe for such number of additional ordinary shares to ensure that the aggregate consideration received by the Company pursuant to the Rights Offering and the consideration received for the issue of shares to the Company's bondholders and the issue of other shares would not be less than EUR 20 million. EUL will also subscribe for any unexercised portion of the Rights Offering (the “Additional Placing"), at a price per share of EUR 0.0675, all subject to the provisions of the Back Stop Agreement (as defined in the announcement published on 23 June 2014).
The Rights Offering remains subject to the approval of the Company’s board of directors and of its shareholders, who will be presented with a number of resolutions at a forthcoming Extraordinary General Meeting on Friday, 28 November 2014. If the Restructuring Resolutions and the Related Party Resolutions are approved, the Company will be able to raise EUR 20 million by way of the Rights Offering and the Placing, which the Company believes will satisfy the requirement for the Company to raise at least EUR 20 million under the Restructuring Plan.
The Prospectus in respect of the proposed Rights Offering, Placing and Additional Placing has been approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten), being the Dutch competent supervisory authority, and is available for viewing, including all documents incorporated by reference, on the Company's website. The Prospectus was passported into the United Kingdom and Poland.
Listing of Company's shares on the Tel Aviv Stock Exchange
On 20 November 2014, the Company published a Listing Document in Israel announcing its intention to list all of its ordinary shares on the Tel Aviv Stock Exchange ("TASE"). Plaza’s ordinary shares will be traded on the TASE with effect from 27 November 2014 under the ticker “Plaz".
The trading of Plaza's ordinary shares will take place in addition to the trading on TASE of Plaza’s Series A Bonds and Series B Bonds, the tickers of which will be changed to “Plaz.B1" and “Plaz.B2" respectively as at the same date.
Strengthening of Plaza’s board
Five new board appointments were announced in July, bringing the board membership to seven. The newly configured Board, with its collective experience and expertise, is well placed to enhance and develop Plaza’s strategy now that the Company’s liquidity situation has been fully and satisfactorily resolved.Ran Shtarkman, President and Chief Executive Officer of Plaza Centers, commented:
“The successful and timely conclusion of the debt restructuring was a significant milestone for Plaza during the period and, with the fully underwritten Rights Offering on track for completion, we are now firmly focused on the future growth of the business. With this in mind, it is encouraging to note the ongoing strong operational progress across our portfolio of fully operational and income-producing assets as a result of our programme of active asset management and our continuing drive to dispose of non-core assets and recycle capital into our core income producing assets. A clear example of this during the period was our sale of Kragujevac Plaza in Serbia significantly ahead of our expected disposals schedule and in line with our last reported book value.
“The discernible improvement in consumer and investor sentiment across our key markets continues to be balanced by a measure of ongoing economic uncertainty. With the benefit of the insight of our new board members, we are currently carefully evaluating our strategy – and our development pipeline in particular – in order to identify the optimal avenues to secure the best possible future returns for our growing investor base."For further details, please contact:
Plaza
Ran Shtarkman, President and CEO
Roy Linden, CFO
+36 1 462 7221
+36 1 462 7222
FTI Consulting
Stephanie Highett/Dido Laurimore/Claire Turvey
+44 20 3727 1000
Notes to Editors
Plaza Centers N.V. (www.plazacenters.com) is a leading emerging markets developer of shopping and entertainment centres with operations in Central and Eastern Europe and India. It focuses on constructing new centres and, where there is significant redevelopment potential, redeveloping existing centres in both capital cities and important regional centres. The Company is dual listed on the Main Board of the London Stock Exchange and, as of 19 October 2007, the Warsaw Stock Exchange (LSE:"PLAZ", WSE: “PLZ/PLAZACNTR"). Plaza Centers N.V. is an indirect subsidiary of Elbit Imaging Ltd. (“EI"), an Israeli public company whose shares are traded on both the Tel Aviv Stock Exchange in Israel and the NASDAQ Global Market in the United States. It has been active in real estate development in emerging markets for over 18 years.
Forward-looking statements
This press release may contain forward-looking statements with respect to Plaza Centers N.V. future (financial) performance and position. Such statements are based on current expectations, estimates and projections of Plaza Centers N.V. and information currently available to the company. Plaza Centers N.V. cautions readers that such statements involve certain risks and uncertainties that are difficult to predict and therefore it should be understood that many factors can cause actual performance and position to differ materially from these statements. Plaza Centers N.V. has no obligation to update the statements contained in this press release, unless required by law.
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