First Sponsor Group ADN has, through its indirect wholly-owned subsidiary, FS NL Holdings, acquired a 33% stake in the capital of Rotali B.V. The group was making the purchase along with Cobb Netherlands B.V., Maleny Netherlands, Robinvale Netherlands. All three companies are limited liability companies that were incorporated in the Netherlands.
The group has also acquired Rotali’s outstanding shareholder loans.
Rotali holds the legal and beneficial title to the Allianz Tower, an office building located at Coolsingel 120 in Rotterdam. It is a Grade A office space with a national credit rating of AAA and is located in the heart of Rotterdam’s central business district (CBD). The building is also located next to the Beurs metro station, just two stops away from the Rotterdam Central Station.
The building, which has a leasehold tenure of 99 years ending on Dec 22, 2087, has a three-storey basement, ground floor, 21 upper floors and 207 indoor parking spaces. Its total lettable floor area measures 19,607 sqm. The ground rent has been paid in advance for the entire duration of the lease.
As at Sept 18, the property is fully leased to Allianz Nederland Groep. The lease will expire on Dec 31, 2035 and is renewable for consecutive periods of five years each.
However, the tenant has a one-off right to terminate the lease agreement on Dec 31, 2030, with a one year notice period and subject to a payment equivalent to 22.5 times of the initial monthly rent.
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The share purchasers, on Sept 15, paid EUR15.6 million, which is the agreed preliminary share purchase price. The amount was arrived at based on estimates of the cash and debt of the target as at the date of completion.
The group’s pro rata portion was EUR5.2 million or $7.6 million.
Based on Rotali’s audited financial statements for the financial year ended Dec 31, 2022, the book value of, and net tangible asset value attributable to First Sponsor’s pro rata portion of the target shares was approximately EUR11.4 million. As the target shares are not publicly listed and traded, the group is not able to determine their available open market value.
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The total cash consideration is equal to the property’s agreed commercial value of EUR62.0 million including other factors including cash and excluding debt and fees.
The group, which also acquired Rotali’s outstanding shareholder loans, paid EUR46.0 million – or $67.2 million – in cash for them.
According to First Sponsor, the acquisition was a good opportunity for the group to acquire a Grade A office building in Rotterdam’s CBD. The move will help expand the recurrent income base for its property holding and property financing business segments.
The acquisition was funded by existing cash resources and committed credit facilities.
Shares in First Sponsor Group closed at $1.23 on Sept 15.
