2009-02-27
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Switzerland | Companies
Jelmoli Closes Tivona Transaction and Provides Further Financial Guidance for 2008
Switzerland: 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
Michael Müller for Jelmoli Holding AG - 2009-02-27
Announcement by Jelmoli Holding AG. The originator takes responsibility for its content.