06.02.2015
Lloyd Fonds Aktiengesellschaft DE000A12UP29
DGAP-News: Lloyd Fonds Aktiengesellschaft: Realignment as a listed shipping company planned
DGAP-News: Lloyd Fonds Aktiengesellschaft / Key word(s): Strategic
Company Decision/Capital Increase
Lloyd Fonds Aktiengesellschaft: Realignment as a listed shipping
company planned
06.02.2015 / 14:06
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Lloyd Fonds AG: Realignment as a listed shipping company planned
- Established fund arranger with an investment volume of over EUR 5
billion to be converted into a shipping company
- Offer to be submitted to the single-ship entities for the purchase of
the ships. Limited partners to become shareholders
- Upon full acceptance of the proposal, single ship entities worth EUR
162 million will be transferred
- A mixed cash/non-cash equity issue for an amount of up to EUR
79,683,716 with preemptive subscription rights for the existing
shareholders is planned at a subscription price of EUR 3.54 per share
Hamburg, February 6, 2015. The Management Board and the Supervisory Board
of Lloyd Fonds AG (WKN A12UP2, ISIN DE000A12UP29) have approved the
adoption of a new business model for the company:
New business model oriented to the future
Lloyd Fonds AG, an experienced fund arranger, is to be converted into the
holding company of a listed shipping company of a type unprecedented in
Germany.
In a preliminary step, 11 of the single-ship entities initiated by Lloyd
Fonds AG will receive an offer to transfer their ship operations including
the ships to Lloyd Fonds AG in the form of a non-cash equity issue. In
return, the single-ship entities will receive shares in Lloyd Fonds AG,
which are then to be issued to the limited partners. For this purpose, the
shareholders will be asked to approve the issue of up to 79,683,716 new
shares with pre-emptive subscription rights for the existing shareholders
at a price of EUR 3.54 per share. Shares which the existing shareholders do
not accept under the subscription offer are to be offered to the 11
single-ship entities in consideration of their ship operations in a
non-cash equity issue. Assuming that all the entities accept Lloyd Fonds
AG's offer, the non-cash equity issue will have a volume of EUR 162
million.
Further ship companies are to be acquired over the next two years. The
medium-term goal is to position the Lloyd Fonds Group as an internationally
active shipping company. Lloyd Fonds AG plans to establish a modern fleet
generating a steady cash flow and to position its stock as a value
proposition.
The implementation of Lloyd Fonds AG's new business model is to be approved
at an extraordinary shareholder meeting in April following the approval of
the investors in the single-ship entities and implemented by the end of the
year.
The ships currently held by the single-ship entities will be jointly
transferred to Lloyd Fonds AG / limited partners will become shareholders
Initially 11 single-ship entities will be invited to transfer their
operations to Lloyd Fonds AG in consideration of the grant of shares in a
large-scale non-cash equity issue. These ships entail six container ships
(1,100 - 8,500 TEU) and five tankers (including four Panamax tankers) built
between 2000 and 2007 with a combined value of USD 325.2 million according
to the valuer's report. As a result of the absorbance of liabilities, the
valuer's report states that the single-ship entities to be transferred are
valued at EUR 162.3 million. The roughly 18,000 investors holding shares in
the 11 single-ship entities are expected to be sent detailed documentation
on this offer at the end of February and will then vote separately on the
proposal. Following the completion of the transaction, the fleet is to be
enlarged. This will be done by submitting takeover bids to other ship
ownership entities, including those which have been initiated by other
arrangers.
By pooling the ships owned by such entities within an existing listed
company, Lloyd Fonds AG has developed a business model which is to offer
investors a viable basis for their investment: Six container ships and five
tankers from different size classes are to be combined to create a well
positioned and diversified fleet. The restructured finance serves the
purpose of lowering the risk of default and the resultant possibility of
the creditor bank demanding a "fire sale" at short notice. The planned
fleet finance offers a further advantage in that the ships contained in the
fleet will mutually support each other in accordance with the principle of
solidarity.
A further important aspect is tradability and the fact that Lloyd Fonds
shares are subject to constant valuation in contrast to the largely
illiquid secondary-market for shares in closed-end investment funds. In
addition, costs will be reduced as the management and trusteeship fees as
well as part of the fund management costs will be eliminated following the
execution of the transaction.
"It is high time that investors in single-ship entities receive a viable
perspective for their investment," says Torsten Teichert, CEO of Lloyd
Fonds AG. "Most ships are still feeling the strain of the shipping crisis.
I am convinced that genuine fleet finance under the roof of a company such
as Lloyd Fonds AG offers a far better outlook for the ships than the
current single-ship entities. This can benefit both the current limited
partners in the ship ownership companies and Lloyd Fonds AG's current
shareholders."
Growth as an internally active shipping market listed on the capital market
In the medium to long term, the Lloyd Fonds Group plans to position itself
as an internationally active shipping company with a broadly diversified
fleet.
To this end, the "new" Lloyd Fonds AG will make use of its stock market
listing to acquire new ships in the future. It intends to assemble a modern
and efficient fleet addressing the core areas of shipping to generate a
steady cash flow at the company level primarily underpinned by long-term
charterparties with renowned investment-grade charterers. Looking forward,
shipping faces even greater technological challenges than in the past; at
the same time, there is strong demand for modern ships with new and
efficient propulsion technologies. This translates into very considerable
investment requirements, offering a very good outlook for the "new" Lloyd
Fonds AG. In the future, the Lloyd Fonds Group will continue to be active
in real estate and also handle the management of its existing funds via its
trusteeship subsidiary. Accordingly, this business will continue to
generate regular portfolio income for the Group.
Enterprise value calculated at EUR 3.54 per share
In preparation of the planned transaction, accounting company RBS
RoeverBroennerSusat GmbH & Co. KG Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft, Hamburg, was instructed to prepare a valuation
report in accordance with IDW standard S1 for Lloyd Fonds AG as well as the
ships to be transferred, the results of which have also been used to
determine the swap ratio, which is calculated on the basis of the objective
stand-alone enterprise value (i.e. net of the planned transaction). The
calculation of Lloyd Fonds AG's enterprise value is based on a budget
providing for revenues of between EUR 9.8 and 15.1 million and post-tax
earnings of between EUR 0.7 and 3.5 million in the individual years.
According to these calculations, Lloyd Fonds AG has an enterprise value
(capitalized earnings value) of EUR 32.4 million or EUR 3.54 per share,
while the 11 ships and ship operates have a total equity value of EUR 162.3
million. Assuming that the single-ship entity investors and, later on,
Lloyd Fonds AG's shareholders approve the planned transaction, up to 45.8
million shares will be issued under the terms of an equity issue still to
be approved in return for the transfer of the ship operations. A total of
up to 79,683,716 new shares may be issued depending on the extent to which
the shareholders exercise their subscription rights, although in the past
they have done so to only a limited extent. As each of the single-ship
entities must individually approve Lloyd Fonds AG's proposal, it is
possible that Lloyd Fonds AG may initially acquire fewer than the planned
11 ships.
Lloyd Fonds AG expects to be able to report post-tax earnings of EUR 0.7
million for 2014 (previous year: EUR 1.1 million). Cash and cash
equivalents stand at around EUR 7.4 million as of December 31, 2014
(previous year: EUR 5.7 million). Consequently, the Management Board is of
the view that Lloyd Fonds AG has a solid financial basis allowing it to
bridge the repositioning phase.
Lloyd Fonds sees considerable potential and plans to have the shares listed
in the Prime Standard
With the implementation of these plans on the basis of 11 ships, Lloyd
Fonds AG will be increasing its share capital from a current EUR 9.2
million to around EUR 55.0 million provided that all 11 single-ship
entities accept the offer; additional shares may also be subscribed in a
cash equity issue. The maximum possible share capital stands at just under
EUR 80 million.
It is planned for the share to be listed in the Prime Standard of the
Frankfurt Stock Exchange, the segment with the most stringent disclosure
requirements, from summer 2015.
"We expect to receive a positive response to our plans. Lloyd Fonds AG has
always concentrated its resources on ensuring that it is amongst the most
innovative German fund arrangers. Whereas there are many listed real estate
companies in Germany, there is no genuine listed shipping company which is
more than just an asset platform currently trading on the Frankfurt stock
exchange. In this respect, we want to play a pioneering role," says Torsten
Teichert. "With our new business model, we are planning to forge a strong
alliance between the company's shareholders and the ship fund subscribers.
We want to create stability, unlock value, preserve transparency but also
achieve a positive return. Lloyd Fonds AG's position in the capital market
is to be leveraged with the aim of assembling a modern and viable fleet
generating a steady cash flow and to establish the share as a value
proposition."
A short film on the transaction including statements by Erck Rickmers, the
founder of E.R. Schifffahrt, and Manfred Brenneisen, a member of the
Management Board of Brenneisen Capital AG and of the advisory council of
one of the 11 ship ownership entities, can be found at www.lloydfonds.de
Press and IR contact:
Christiane Brüning
Tel: +49 40-32 56 78-142
Fax: +49 40-32 56 79 - 99
E-Mail: [email protected]
Hendrik Duncker
Tel: +49 40 32 56 78-145
Fax: +49 40 32 56 78-99
E-Mail: [email protected]
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06.02.2015 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
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Language: English
Company: Lloyd Fonds Aktiengesellschaft
Amelungstr. 8-10
20354 Hamburg
Germany
Phone: +49 (0)40 32 56 78-0
Fax: +49 (0)40 32 56 78-99
E-mail: [email protected]
Internet: www.lloydfonds.de
ISIN: DE000A12UP29
WKN: A12UP2
Listed: Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart; Frankfurt in Open Market (Entry Standard)
End of News DGAP News-Service
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