Pricing of 200 million offering


 

TIDMMAX 
 
RNS Number : 6260S 
Max Property Group PLC 
21 May 2009 
 

Not for distribution, directly or indirectly, in or into the United States, 
Canada, Australia or Japan or to US persons. 
 
 
This announcement is not an admission document. This document does not 
constitute or form part of, and should not be construed as, any offer or 
invitation to sell or issue, or any solicitation of any offer to purchase or 
subscribe for, any shares in the Company or securities in any other entity nor 
shall it or any part of it nor the fact of its distribution form the basis of, 
or be relied on in connection with, any contract or investment decision in 
relation thereto. This document does not constitute a recommendation regarding 
any securities. 
 
 
Any investment decision must be made exclusively on the basis of the admission 
document prepared by the Company and any supplement thereto (the "Admission 
Document").  Any defined terms used in this announcement shall have the same 
meaning as defined in the Admission Document, unless defined herein. Copies of 
the Admission Document are available from the Company's registered office. 
 
 
Max Property Group Plc 
 
 
Pricing of GBP200 million offering 
Offer price of 100 pence per Share 
 
 
Max Property Group Plc ("Max" or "the Company"), a newly-formed 
Jersey-incorporated closed-ended property investment company, today announces 
that a price of 100 pence per Share ("Offer Price") has been set for its 
proposed offer and subscription of ordinary shares ("Shares") and admission to 
the Alternative Investment Market of the London Stock Exchange ("AIM") and the 
Daily Official List of the Channel Islands Stock Exchange, LBG ("CISX"). 
 
 
Morgan Stanley & Co International plc ("Morgan Stanley") is acting as 
Bookrunner, Lead Manager  and  Nominated Adviser and Morgan Stanley Securities 
Limited ("MSSL") is acting as Joint Broker to Max. Oriel Securities Limited 
("Oriel Securities") is acting as Co-Lead Manager and Joint Broker to Max. 
 
 
DETAILS OF THE OFFERING AND ADMISSION 
 
 
  *  The Company will raise gross proceeds of GBP200 million (before exercise of the 
  Over-allotment  Arrangement relating to up to 20 million Shares), subject to 
  Admission to AIM and the CISX 
 
 
 
  *  The offering comprises 200,000,000 new Shares (before exercise of the 
  Over-allotment Arrangement) 
 
 
 
  *  At the Offer Price, the market capitalisation for Max after the offering will 
  be GBP200 million (before exercise of the Over-allotment Arrangement) 
 
 
 
  *  Gross proceeds include GBP25 million cash committed by the Management Team, its 
  partners and affiliates and GBP35 million committed by affiliated investment 
  funds of Och-Ziff Capital Management Group LLC 
 
 
 
  *  In connection with the offering, the Company has granted Morgan Stanley or any 
  of its agents, as stabilisation manager, the right to over-allot up to an 
  additional 20 million Shares at the Offer Price. The Over-allotment Arrangement 
  will be exercisable for a period up to 30 days from the commencement of 
  conditional dealings 
 
 
 
  *  The Shares are expected to be admitted to trading on AIM and CISX under the 
  symbol "MAX" on 27 May 2009 at 8.00 am 
  *  Conditional dealings on AIM in Max Shares are expected to begin on 21 May 2009 
  at 8.00 am and unconditional dealings on AIM and CISX are expected to commence 
  on 27 May 2009 at 8.00 am 
 
 
 
Aubrey Adams, proposed Chairman of Max Property Group Plc, commented: 
 
 
"We are delighted by the level of interest in Max Property Group Plc and the 
support that we have received from institutional investors. The Board believes 
that difficult conditions in the UK property market present a compelling 
investment opportunity for those with in-depth sector experience.  The proceeds 
from the offering should give us sufficient funds to take advantage of this 
opportunity for the benefit of shareholders." 
 
 
21 May 2009 
 
 
 
 
ENQUIRIES: 
 
 
Prestbury Investments Tel: 020 7647 7647 
Nick Leslau 
Sandy Gumm 
 
 
Morgan Stanley (Nominated Adviser)Tel: 020 7425 8000 
Jonathan Lane 
Nick White 
Mark Brooker 
 
 
Oriel Securities                                      Tel: 020 7710 7600 
Joe Winkley 
Sapna Shah 
 
 
College Hill                                         Tel: 020 7457 2020 
Alex Sandberg 
Gareth David 
 
 
 
 
NOTES TO EDITORS 
Investment Proposition 
 
 
Max Property Group Plc is a newly formed Jersey incorporated closed-ended real 
estate investment 
company. On Admission, the Company will have an experienced Board, chaired by 
Aubrey Adams, 
and will be externally managed by Prestbury Investments, which is owned and 
managed by a team 
led by Nick Leslau and Mike Brown. The Management Team will have a significant 
alignment with 
Shareholders' interests, with GBP25 million being invested by the Management 
Team, its partners and affiliates in the Company at the Offer Price and 
potential participation of up to GBP55 million in co-investment transactions. 
 
 
The Management Team, comprising Nick Leslau, Mike Brown, Sandy Gumm and Tim 
Evans, has a 
long and successful track record of creating value for shareholders throughout 
the economic cycle by investing in and managing properties in a wide range of 
real estate asset classes in the UK. Prestbury Investments is the partnership 
through which the Management Team operates, and it and its associates will 
provide deal flow throughout the expected five-year Investment Period 
exclusively to the Company, with only limited exceptions (relating primarily to 
the existing portfolio being managed by Prestbury Investments). 
 
 
The Company's strategy is to exploit the current cyclical weakness in the UK 
real estate market 
through opportunistic investment and active management with a view to realising 
cash returns for 
Shareholders over an investment cycle of approximately seven and a half years. 
 
 
The Company will invest in assets over a five-year period. After the end of 
those five years, it will not seek new acquisitions and it will manage and 
realise its assets with a view to making a Final Return to Shareholders over an 
investment cycle which, depending on prevailing market conditions, is 
anticipated to be seven and a half years from Admission. The Company has not 
commenced operations prior to Admission and on Admission, save for the proceeds 
of the Offer and the Subscription, the Company will not have any assets. 
 
 
Prestbury Investments 
 
 
The Company will be advised by Prestbury Investments, which is 50% owned by Nick 
Leslau and 25% by Mike Brown and operated by Nick Leslau, Mike Brown, Sandy Gumm 
and Tim Evans, a team of property and finance professionals who between them 
have extensive experience in the UK real estate market over more than 25 years 
(with over 65 years of combined experience in real estate), and with a track 
record of having successfully created value for shareholders through previous 
economic cycles, including significant market out-performance during the 
recession of the early 1990's. Nick Leslau, Mike Brown and Sandy Gumm all have 
relevant experience as directors of UK listed companies. The Management Team 
believes that strong corporate governance and transparency in reporting are 
fundamental to running their businesses and have in the past implemented this 
approach for both listed and private companies. 
 
 
Investment Strategy 
 
 
The intention of the Directors is to create significant value for Shareholders, 
principally through the following: 
 
 
* exploiting the current weakness of the UK real estate sector; 
* targeting properties which meet specific investment criteria: properties that 
are well located for their 
       use; that have scope for medium term value enhancement through active 
asset management; and where 
       downside is protected either through long term, secure rental flows 
or through underlying capital values 
       either in existing or alternative uses; 
* using borrowings with a view to enhancing equity returns; and 
* enhancing rental and capital growth through active asset management, 
 
and then returning value to Shareholders over the investment cycle. 
 
 
The Group's proposed focus will be on UK real estate assets and the intention is 
to seek out investments wherever and in whatever asset class the Directors 
consider the best opportunities lie without specific restrictions. 
 
 
 Important Notices 
 
 
This document is not an offer of securities for sale in the United States. The 
securities discussed herein have not been and will not be registered under the 
US Securities Act of 1933, as amended (the "US Securities Act") and may not be 
offered or sold in the United States absent registration or an exemption from 
registration under the US Securities Act. No public offering of the securities 
discussed herein is being made in the United States and the information 
contained herein does not constitute an offering of securities for sale in the 
United States, Canada, Australia or Japan. This document is not for distribution 
directly or indirectly in or into the United States, Canada, Australia or Japan 
or to US persons (as defined in Regulation S under the US Securities Act). 
 
 
The Company has not and will not be registered under the US Investment Company 
Act of 1940, as amended (the "US Investment Company Act") and investors will not 
be entitled to the benefits of the US Investment Company Act. Accordingly, 
securities may not be offered or sold in the United States or to, or for the 
account or benefit of, US persons, absent registration under the US Securities 
Act or an exemption therefrom and under circumstances which will not require the 
Company to register under the US Investment Company Act." 
 
 
This document and its contents may not be reproduced, redistributed or passed 
on, directly or indirectly, to any other person or published, in whole or in 
part, for any purpose and in particular to any person or persons in any 
jurisdiction to whom it is unlawful to make such offer or solicitation. This 
document and its contents is directed only at persons in member states of the 
European Economic Area ("EEA") who are "qualified investors" within the meaning 
of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) 
("qualified investors"). 
 
 
In the United Kingdom, this announcement is addressed only to, and is directed 
only at, (i) persons who have professional experience in matters relating to 
investments who fall within Article 19(5) of the Financial Services and Markets 
Act 2000 (Financial Promotion) Order 2005 (the "Order") and high net worth 
entities falling within Article 49(2)(a) to (d) of the Order, and (ii) persons 
to whom it may otherwise lawfully be communicated (all such persons together 
being referred to as "relevant persons"). This announcement must not be acted on 
or relied on by persons who are not relevant persons. Any investment or 
investment activity to which this announcement relates is available only to 
relevant persons and will be engaged in only with relevant persons. 
 
 
The offer and the distribution of this announcement and other information in 
connection with the offer in certain jurisdictions may be restricted by law and 
persons into whose possession any document or other information referred to 
herein comes should inform themselves about and observe any such restriction. 
Any failure to comply with these restrictions may constitute a violation of the 
securities laws of any such jurisdiction. 
 
 
This announcement includes information, statements, beliefs and opinions which 
are forward-looking, and which reflect current estimates, expectations and 
projections about future events. The information and opinions expressed in this 
document are provided as of the date of this document. Statements containing the 
words "believe," "expect," "intend," "should," "seek," "anticipate," "will," 
"positioned," "project," "risk," "plan," "may," "estimate" or, in each case, 
their negative and words of similar meaning are forward-looking statements. By 
their nature, forward-looking statements involve a number of risks, 
uncertainties and assumptions that could cause actual results or events to 
differ materially from those expressed or implied by the forward-looking 
statements. These risks, uncertainties and assumptions could adversely affect 
the outcome and financial effects of the plans and events described herein. In 
addition, even if the outcome and financial effects of the plans and events 
described herein are consistent with the forward-looking statements contained in 
this announcement, those results or developments may not be indicative of 
results or developments in subsequent periods. 
 
 
Historical statements contained in this document regarding past trends or 
activities should not be taken as a representation that such trends or 
activities will continue in the future. Prospective investors should not place 
undue reliance on either forward-looking or historical statements, which are 
based on the information available as of the date of this document. In this 
regard, certain financial information contained herein has been extracted from, 
or based upon, information available in the public domain and/or provided by the 
Company and/or Prestbury Investments. The Company does not undertake any 
obligation to update or revise any forward-looking statements, whether as a 
result of new information, future events or otherwise. No statement in this 
document is intended to be nor may it be construed to be a profit forecast. 
 
 
Persons receiving this document should note that Morgan Stanley, MSSL and Oriel 
are acting for the Company in connection with the offer and no one else and will 
not be responsible to anyone other than the Company for providing the 
protections afforded to the respective clients of Morgan Stanley, MSSL and Oriel 
or for providing advice in relation to the offer or any transaction or 
arrangement referred to in this document. 
 
 
In connection with the offer, MSSL, or any of its agents, may (but will be under 
no obligation to), to the extent permitted by law, over allot or effect other 
transactions intended to enable it to satisfy any over allotments or which 
stabilise, maintain or otherwise affect the market price of the Shares or any 
options, warrants or rights with respect to, or interests in, the Shares or 
other securities in the Company, in each case at levels which might not 
otherwise prevail in the open market. MSSL is not required to enter into such 
transactions and such transactions may be effected on any stock market, over the 
counter market or otherwise. Such transactions if commenced may be discontinued 
at any time and may only be entered into between the commencement of conditional 
trading of the Shares and 30 days thereafter. There will be no obligation on 
MSSL or any of its agents to effect stabilising transactions and no assurance is 
given that stabilising transactions will be undertaken. In no event will 
measures be taken to stabilise the market price of the shares above the offer 
price. Save as required by any legal or regulatory obligation, neither Morgan 
Stanley or MSSL nor any of its agents intends to disclose the extent of any over 
allocations under the offer. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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