Swiss Prime Site is planning a rights offering to support its ongoing growth strategy. The company intends to use the net proceeds from the capital increase primarily to finance the realisation of its approximately CHF 2.0 billion development pipeline* of commercial real estate properties in Switzerland. Furthermore, Swiss Prime Site intends to continue to seize growth opportunities in the Swiss real estate market to expand its investment portfolio comprised of high-quality properties at prime locations.
The Board of Directors of Swiss Prime Site has decided to increase the share capital by issuing up to 4,467,432 fully paid-in registered shares with a nominal value of CHF 15.30 each. Shareholders will be allocated one subscription right for each registered share held after close of trading on 17 September 2018. The exercise of 16 subscription rights will entitle the holder to acquire one new registered share against payment of the subscription price. The subscription price has been set at CHF 74.00 per new registered share, corresponding to expected gross proceeds of CHF 331 million assuming all subscription rights are exercised. The subscription price compares with a net asset value per share (after deferred taxes) as of 30 June 2018 of CHF 65.25.
A bank syndicate will offer the new registered shares for subscription to the existing shareholders of Swiss Prime Site during the rights exercise period from 18 September 2018 to 26 September 2018, 12:00 noon CEST. The subscription rights can be traded on the SIX Swiss Exchange from 18 September 2018 to 24 September 2018. The results of the rights offering will be announced on or about 26 September 2018 after close of trading. Swiss Prime Site and the bank syndicate reserve the right to place or to sell new registered shares for which subscription rights have not been validly exercised during the rights exercise period at a placement price not below the subscription price. The final number of Offered Shares for which Rights have been validly exercised and the final number of Offered Shares which have been sold in the share placement will be published on or about 27 September 2018. The first trading day of the new registered shares is planned for 28 September 2018. Delivery of the new registered shares against payment of the subscription price is also scheduled for 28 September 2018.
The new registered shares will rank equally with the existing registered shares. After closing of the transaction, up to 75,946,349 fully paid-up registered shares with a nominal value of CHF 15.30 each will be in issue. The new registered shares will be created from the company’s existing authorized capital.
* Includes projects under construction, projects in planning and reserves
Swiss Prime Site
With a market capitalization of over CHF 6.5 billion and a real estate portfolio of around CHF 11 billion as of 30 June 2018, Swiss Prime Site is Switzerland’s leading listed real estate company focusing on commercial real estate. The Group’s high-quality portfolio comprises value-retaining properties in prime locations, most of which incorporate office and retail space. Swiss Prime Site Immobilien AG invests in first-class buildings and land. These activities, coupled with transformation and development projects encompassing entire large-scale sites, constitute Swiss Prime Site’s core business. The principal property in the Group’s real-estate-related business is Jelmoli – The House of Brands in Zurich, a leading Swiss premium department store. The store’s overall floorspace of 23 800 sqm is divided between Jelmoli formats and shop-in-shop concepts operated by third parties. As one of Switzerland’s leading integrated real estate services provider, the Group’s Wincasa division ideally complements Swiss Prime Site’s core business. Wincasa’s innovative service offering covers the entire property life cycle. The value of its assets under management is approximately CHF 67 billion. Tertianum, a leading Swiss service provider in the expanding assisted living for seniors field, further complements Swiss Prime Site’s business portfolio. At its 77 residential and care centres, Tertianum’s mission is to provide high-quality living accommodation which combines the autonomy senior residents want with the individual services, security, care and support they need. In 2017, the Group established Swiss Prime Site Solutions, an asset management company focusing on the real estate sector. This business field develops tailor made service solutions and investment products for third-party clients.
Swiss Prime Site is notable for its experienced management team, its high level of earnings continuity and its excellent risk/return profile. The company has been listed on SIX Swiss Exchange since 2000.
SIX Swiss Exchange / Symbol SPSN / Swiss securities number 803 838
This document does neither constitute an offer to buy or to subscribe for securities of Swiss Prime Site AG nor a prospectus within the meaning of applicable Swiss law (i.e. Art. 652a or Art. 1156 of the Swiss Code of Obligations or Art. 27 et seq. of the SIX Swiss Exchange Listing Rules). Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of Swiss Prime Site AG solely based on the official offering circular (the "Offering Circular") dated as of 11 September 2018 by Swiss Prime Site AG and is available free of charge from Swiss Prime Site AG, Olten, Switzerland (phone: +41 (0)58 317 17 17, e-mail: firstname.lastname@example.org). Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Swiss Prime Site AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Swiss Prime Site AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. Swiss Prime Site AG shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the Swiss Prime Site AG shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.
The Swiss Prime Site AG shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Swiss Prime Site AG shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to sub-scribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an "EEA Member State") that has implemented Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, and together with any applicable implementing measures in any EEA Member State, the "Prospectus Directive") is only addressed to qualified investors in that EEA Member State within the meaning of the Prospectus Directive.