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Cash Offer Made For Entire Issued Share Capital Of Fabian Romania Ltd

Hamilton, Bermuda - 19 December, 2008 - Fabian Romania Limited (FABROPR.BH) announces that the Board of Directors of Black Sea Global Properties Limited ("BSGP") and the Independent Directors of Fabian Romania Limited ("Fabian Romania") are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued share capital of Fabian Romania, other than Fabian Romania Shares already owned by BSGP or contracted to be acquired by BSGP (the "Offer").

 

Offer Highlights

 

  • The Offer is being made at a price of 1.00 Euro in cash for each Fabian Romania Share and represents a premium of approximately 93.2 per cent. over the Closing Price of a Fabian Romania Share of 0.5175 Euro at the close of business on 18 December 2008, being the last dealing day before the date of this announcement. 
  • The Offer values the entire issued ordinary share capital of Fabian Romania at approximately ‚¬50.8 million.
  • The Offer, which will be entirely in cash, provides certainty to Fabian Romania Shareholders during a period of significant turmoil in the financial markets and as the price of real estate assets in Romania continues to fall.
  • BSGP, a wholly-owned subsidiary of Rompetrol Holding S.A., is a new company incorporated in the British Virgin Islands, formed for the purposes of making the Offer.
  • In view of Mark Holdsworth's role as a director of, and shareholder in, Fabian Capital Limited ("Fabian Capital"), Fabian Romania's investment manager, he has not participated in the consideration of the Offer by the Fabian Romania Board. The Independent Directors, being all the Fabian Romania Board directors other than Mark Holdsworth, have considered the Offer on behalf of the Fabian Romania Board.
  • The Independent Directors of Fabian Romania, who have been so advised by Lazard, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Independent Directors of Fabian Romania, Lazard has taken into account the commercial assessments of the Independent Directors of Fabian Romania.
  • The Independent Directors of Fabian Romania have resolved unanimously to recommend that all Fabian Romania Shareholders accept the Offer. The Offer will be conditional only on valid acceptances being received in respect of Fabian  
  • Romania Shares which, together with the Fabian Romania Shares acquired or agreed to be acquired by BSGP or any party acting in concert (as defined in the Code) with BSGP before or during the Offer, will result in BSGP and any party acting in concert with it holding Fabian Romania Shares carrying in aggregate more than 50 per cent. of the voting rights exercisable at general meetings of Fabian Romania. Full details of the condition and the principal terms to which the Offer will be subject are set out in Appendix I to this announcement.
  • As at the date of this announcement, BSGP is the beneficial owner of 12,796,054 Fabian Romania Shares, representing approximately 25.2 per cent. of the issued share capital of Fabian Romania.
  • BSGP has received an irrevocable undertaking from Mark Holdsworth, a director of Fabian Romania, to accept or procure acceptance of the Offer in respect of his entire beneficial holding of 500,000 Fabian Romania Shares, representing approximately 1.0 per cent. of the issued share capital of Fabian Romania.
  • Therefore, as at the date of this announcement, BSGP, together with any party acting in concert (as defined in the Code) with BSGP, either owns or has received an irrevocable undertaking to accept the Offer in respect of a total of 13,296,054 Fabian Romania Shares, representing, in aggregate, approximately 26.2 per cent. of the issued share capital of Fabian Romania.

 

General

 

Commenting on the Offer, Dinu Patriciu of BSGP said:

"I believe that our offer represents a full and fair price for Fabian Romania and I am delighted that we have the complete support of the Company's Board.Our cash offer provides certainty to Fabian Romania shareholders during a period of significant economic turmoil and as the price of real estate assets in Romania continues to fall. We believe that our offer, at a 93 per cent. premium to the Company's current share price, represents a positive outcome for Fabian Romania Shareholders."

 

"Our investment in Fabian Romania allows us to fulfil my long held ambition to create a platform on which we can build a property company that will acquire and develop assets in Romania."

 

Commenting on the Offer, Mark Holdsworth, Managing Director of Fabian Capital Limited, Fabian Romania's investment manager, said:

"Since inception in 2005, Fabian Capital, acting as investment manager to Fabian Romania, has assembled a high quality portfolio of income producing buildings and development projects. We are pleased that Dinu Patriciu has identified Fabian Romania as his chosen investment vehicle within the Romanian property market. Shareholders now have the opportunity to realise their investment in Fabian Romania for cash at a substantial premium to the prevailing share price at a time of considerable economic uncertainty."  

 

Commenting on the Offer, Jaroslav Kinach, Chairman of Fabian Romania said:

"The offer from BSGP provides Fabian Romania shareholders with an exit, in the face of a downturn in the Romanian property market, on terms which reflect the very substantial achievements the company has made to date. In this climate, this is a benchmark transaction."

 

This summary should be read in conjunction with, and is subject to, the full text of this announcement. The Offer, which will comply with the AIM Rules and the Code, will be subject to the condition and principal terms of the Offer which are set out in Appendix I to this announcement and to the further terms to be set out or referred to in the Offer Document and, in the case of Fabian Romania Shares held in certificated form, in the Form of Acceptance.

 

For further information contact:

 

BSGP

Obie Moore                                        Telephone: +41 787 390 238

 

PricewaterhouseCoopers LLP - Financial adviser to BSGP

Simon Boadle  or Jon Raggett           Telephone: +44 (0) 20 7583 5000

                                                                       

 

BGR Gabara - Public relations adviser to BSGP

Ivo Ilic Gabara                                     Telephone: +44 (0) 20 3178 8055

 

Financial Dynamics - Public relations adviser to BSGP in the UK

Jonathon Brill                                      Telephone: +44 (0) 20 7831 3113

Richard Sunderland                                                     

Ed Westropp                                                              

 

 

Fabian Romania

 

Fabian Capital Limited - Investment manager to Fabian Romania

Mark Holdsworth                                 Telephone: +44 (0) 20 7499 9988

 

Lazard & Co., Limited - Financial adviser to Fabian Romania

Patrick Long                                        Telephone: +44 (0) 20 7187 2000

 

Deloitte Corporate Finance - Nominated adviser to Fabian Romania

Jonathan Hinton                                  Telephone: +44 (0) 20 7936 3000

 

Shore Capital Stockbrokers Limited - Joint broker to Fabian Romania

Dru Danford                                        Telephone: +44 (0) 20 7408 4090

 

Monument PR - Public relations adviser to Fabian Romania

Toby Moore                                         Telephone: +44 (0) 20 7953 3800