VBL plc - New Share Offering

On 27 July 2021, VBL plc (“VBL”) issued a formal notice announcing the offer of:

  • 35,714,286 new shares, representing 12.6% of the total issued share capital of VBL post-IPO, to be admitted to the Official List of the Malta Stock Exchange; and
  • 35,714,286 shares to be sold by existing shareholders subject to the new shares being subscribed in full.

VBL is involved in the real estate industry, with a niche focus on identifying, acquiring, developing, and managing real estate in Valletta. The Group’s strategy involves creating a diverse portfolio of operational and development assets consisting of: (i) hospitality (accommodation) assets for both short and long-term lets; and (ii) commercial real estate, consisting of retail, entertainment and office space. Moreover, VBL is the parent company of three operating subsidiaries:

  • VREM Ltd, which carries out the hospitality and property operations of the Group and also provides property management services for third-parties;
  • Silver Horse Block Ltd, which is involved in the development of the single largest mixed-use development project in Valletta, known as the ‘Silver Horse Phase 2’ project; and
  • Casa Rooms Ltd, which is engaged in the business of property management, focusing on real estate management and long- and short-lets across Malta. Casa Rooms is a recognised hospitality services provider with 115 properties under management, 30 of which are situated in Valletta.

Offer Price:

€0.28 per share

Total Amount of Shares on Offer:

71,428,572 shares

Reasons for the IPO:

The IPO is expected to:

(i)           enhance VBL’s public profile and status with existing and potential clients;

(ii)          provide VBL with access to the capital market to aid future growth, if required; and

(iii)         create a liquid market for the Group’s shares.

The net proceeds from the new shares, which are expected to amount to up to €9.5 million, will form part of a wider long-term funding and investment plan of VBL that is aimed at funding the strategic development plans of the Group.

If the offer for new shares is not subscribed in full, VBL will proceed with the issuance and allotment of such number of new shares subscribed for (subject to the minimum threshold of 25% of the issued share capital being held in the hands of the public) and will also reconsider its planned investments and financing plans.

Reason for the Sale of Shares by Existing Shareholders:

The offer will provide the selling shareholders with a partial realisation of their investment in VBL. Nonetheless, it is expected that following the completion of the IPO process, and assuming that (i) the two offers are subscribed in full; (ii) that VBL concludes the acquisition of the ‘Coliseum Building’ which will be partly financed through the issuance of new shares; and (iii) that a debt-for-equity swap of €1.815 million takes place, the selling shareholders will, in aggregate amongst themselves, retain circa 67.76% interest in VBL.

Lock-In Arrangements:

Subject to a number of exclusions as explained in Section 6.4 – ‘Lock-In Arrangements’ of the Securities Note, the selling shareholders who will retain 10% or more of the issued share capital of VBL are subject to a lock-in period of 24 months from the date when the shares are admitted to listing on the Official List of the Malta Stock Exchange.

Plan of Distribution:

The offers are open for subscription by all categories of investors.

Offer Period:

2 August 2021 till 12:00 hours (noon) on 24 September 2021 (or earlier in the case of oversubscription)

Minimum Subscription Amount:

10,000 shares (equivalent to €2,800) and in multiples of 100 shares thereafter.

Listing:

The shares of VBL plc are expected to be admitted to the Official List of the Malta Stock Exchange on 12 October 2021 and trading is expected to commence on 13 October 2021.

Download:

VBL plc – Prospectus dated 23 July 2021

 

Disclaimer:

The value of investments may increase as well as decrease and past performance is not an indication of future performance. Prospective investors are urged to read the ‘Risk Factors’ found in the Prospectus issued by VBL plc dated 23 July 2021. These are listed in Section 2 of the Registration Document and in Section 1 of the Securities Note. Prospective investors are urged to consult an independent financial adviser for advice prior to investing in the shares.

This webpage has been prepared based on the Prospectus dated 23 July 2021 issued by VBL plc and no representations or guarantees are made by Rizzo, Farrugia & Co. (Stockbrokers) Ltd with respect to the accuracy of the data. This webpage is for information purposes only. It is NOT intended to be and should NOT be construed as an offer or solicitation to acquire or dispose of any of the securities or issues mentioned herein. Rizzo, Farrugia & Co. (Stockbrokers) Ltd accepts no responsibility or liability whatsoever for any expense, loss or damages arising out of, or in any way connected with, the use of all or any part of this webpage.

Rizzo, Farrugia & Co. (Stockbrokers) Ltd is acting as Sponsor, Manager and Registrar to VBL plc.

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