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Jelmoli Closes Tivona Transaction and Provides Further Financial
Guidance for 2008 |
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Corporate news announcement processed and transmitted by Hugin AS.
The issuer is solely responsible for the content of this
announcement.
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Jelmoli Holding Ltd ("Jelmoli") has closed yesterday the acquisition
of the remaining 55.5% stake in Tivona AG ("Tivona") for CHF 60
million in cash and 80,000 Jelmoli bearer shares (of which 55,000
were delivered at closing). All closing conditions have been
fulfilled and Tivona will be fully consolidated with immediate
effect. On 23 January 2009 Jelmoli had announced the signing of the
agreement on the acquisition of the remaining 55.5% stake and the
settlement of the outstanding litigation with Tivona shareholders. As
a result of this agreement, all outstanding claims and counterclaims
between the parties are settled.
While Jelmoli will provide details of the financial impact of the
Tivona settlement in the 2008 annual report, it is today providing
further indicative guidance following the initial information
released on 23 January 2009 and further details on the transaction
published on 28 January 2009. All 2008 figures presented for Jelmoli
and Tivona in this press release are unaudited and represent
estimates.
I. Tivona Overview
Tivona, headquartered in Basel, has a real estate portfolio
comprising 32 properties and development projects with a market value
of approximately CHF 900 million as of 31 December 2008. More than
90% of the property value is derived from rented properties (more
than 50% of the portfolio) and projects under construction which are
well advanced. Tivona is primarily focused on retail properties and
therefore fits well with Jelmoli's area of expertise. More than 80%
of the total market value of its portfolio results from its six
largest properties and projects. Tivona has total outstanding debt of
around CHF 500 million as of 31 December 2008, which is almost
exclusively secured financing on Tivona properties. As of 31 December
2008, Tivona had an equity value of approximately CHF 300 million
based on fair values of properties and ongoing projects.
With around 50% of the properties located in Basel and the
surrounding area, the portfolio complements Jelmoli's strong
geographic presence in Zurich and Geneva. The Stücki Shopping Center,
the largest shopping center in the Basel region, is expected to be
completed in September 2009. All required outstanding investments in
the current development projects, mainly the Stücki Shopping Center
and Science Park, are fully financed. Tivona generated rental income
of approximately CHF 30 million in 2008. Once the Stücki Shopping
Center is completed, the rental income will increase by approximately
CHF 25 million p.a.
II. Impact of the Tivona Acquisition on Jelmoli's Accounts
The acquisition of the remaining 55.5% stake of Tivona is expected to
have the following estimated impact on the 2008 Jelmoli Holding AG
consolidated financial statements.
P&L Impact
In 2008, the transaction is expected to result in a net negative P&L
impact of approximately CHF 57 million. This is mainly due to the
recognition of a provision for estimated losses in connection with
the acquisition of the remaining 55.5% of Tivona, partially offset by
a reversal of a previous impairment loss and the accounting for past
pro rata profits relating to the existing 44.5% stake. In 2009, the
transaction will result in a net positive P&L impact of approximately
CHF 47 million related to a book value write-up of the existing 44.5%
stake that Jelmoli holds in Tivona to its estimated market value in
accordance with IFRS 3 revised (applicable for half-year report
2009). In total, the Tivona transaction will therefore have a
negative cumulative P&L impact of approximately CHF 10 million. The
aforementioned P&L impacts resulted from the transaction will be
reported below EBITDA.
Book Equity Impact
In 2008, the transaction is expected to have a negative impact on the
book equity of approximately CHF 57 million due to the net negative
P&L impact described above. In 2009, equity is expected to increase
by approximately CHF 235 million based on the aforementioned net
positive impact and the assumption that the remaining 25,000 Jelmoli
bearer shares that are still to be delivered to the Tivona
shareholders will be issued.
The remaining 25'000 bearer shares will be delivered on 1 July 2009
either as 25'000 Jelmoli bearer shares or alternatively post
distribution of Athris Holding AG to Jelmoli shareholders as 222'500
registered shares of Jelmoli Holding (i.e. excluding Athris) should
the listing and distribution of Athris shares have been completed by
then. Additionally the company has the option, instead of delivering
the remaining shares, to pay partially or completely in cash.
III. Financial Guidance for the future Real Estate Company
On 23 January 2009, the extraordinary shareholders meeting of Jelmoli
approved the strategic plan which provides for the creation of two
independent entities, i.e. a Real Estate Company ("Jelmoli") and an
Investment Company ("Athris"), by way of a tax neutral distribution
of the Athris shares to the Jelmoli shareholders. The completion of
the strategic plan, including the distribution of the Athris shares,
is expected by the end of March 2009.
In order to provide a better understanding on how the acquisition of
Tivona will impact the Jelmoli Real Estate Company once the
separation has occurred, Jelmoli wishes to provide certain guidance
on the expected 2008 results (unaudited estimates) for Jelmoli
excluding Athris and including Tivona for illustrative purposes.
The future Real Estate Company is expected to generate total revenues
of approximately CHF 380 million in 2008, thereof rental income of
approximately CHF 200 million. The full run-rate rental income for
the portfolio of Jelmoli and Tivona amounts to approximately CHF 240
million. The combined vacancy rate for 2008 is anticipated to be
between 3% and 4%. The EBITDA for 2008 is expected to amount to
approximately CHF 185 million (excluding the aforementioned P&L
effect resulting from the transaction). The market value of the
property portfolio including projects is estimated at approximately
CHF 4.1 billion with related financial liabilities in the order of
CHF 1.8 billion. The market value of the property portfolio including
projects net of the financial liabilities amounts to approximately
CHF 2.3 billion. The LTV (loan-to-value ratio) 2008 will be below 50%
and Jelmoli is committed to maintain such a conservative capital
structure
Contacts
Media Michael Mueller, President of the Executive Committee
+41 44 220 4913, E-mail: michael.mueller@jelmoli.ch
Internet: www.jelmoliholding.ch / www.huginonline.ch/JEL
WAP-Handy: wap.huginonline.com (Press Releases Jelmoli)
E-Mail: info@jelmoliholding.ch
--- End of Message ---
Jelmoli
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WKN: 851225; ISIN: CH0000668464; Index: SMCI, SPI, SPIEX;
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