One United Properties

2022 Share Capital Increase

Select Country

Please select the country from which you access the site in the box below and read the announcement before deciding whether you want to access the information.

DISCLAIMER – IMPORTANT

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY ONE UNITED PROPERTIES S.A. (THE “ISSUER”) IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, or in any jurisdiction in which such offers are unlawful (the “Excluded Territories”). Any securities issued in connection with an offering have not been and will not be registered under Regulation S of the U.S. Securities Act of 1933 (the “U.S. Securities Act”), as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United State. Accordingly, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction.

This material is only being distributed in the United Kingdom to, and is only directed at, persons that are qualified investors (“qualified investors”) within the meaning of Article 2(e) of the Prospectus Regulation that also: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (ii) who fall within Article 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as the “relevant persons”). The securities offered hereby are only available in the United Kingdom to, and any invitation, offer or agreement to purchase or otherwise acquire such securities will be engaged in only with, the relevant persons. This material and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this material or any of its contents.

The offering subject matter of this material has not been approved or licensed by the Central Bank of the United Arab Emirates (“UAE”), Securities and Commodities Authority of the UAE and/or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, in particular the Dubai Financial Services Authority (“DFSA”), a regulatory authority of the Dubai International Financial Centre (“DIFC”). The offering subject matter of this material does not constitute a public offer of units in the UAE, DIFC and/or any other free zone in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or the DFSA Markets Rules, accordingly, or otherwise. The securities may not be offered to the public in the UAE and/or any of the free zones. The securities may be offered and issued only to a limited number of investors in the UAE or any of its free zones who qualify as sophisticated investors under the relevant laws and regulations of the UAE, or the free zone concerned. None of the Issuer or the intermediary of the offering subject matter of this material (the “Intermediary”) is a licensed broker, dealer, investment adviser or financial adviser under the laws of the UAE and/or any of the free zones established and operating in the UAE, in particular, the DFSA a regulatory authority of the DIFC and none of the Issuer or the Intermediary provides in the UAE and/or any of the free zones operating in the UAE, any brokerage, dealer, investment advisory or financial advisory services.

The materials are only addressed to and directed to this offering’s addressees, respectively, during the exercise of preference rights, to the shareholders registered in the register of shareholders of the Issuer maintained by Depozitarul Central S.A. as of the registration date of 6 August 2024 who have not disposed of their preference rights and to persons who have acquired preference rights within the preference rights trading period.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. These materials must not be, released or otherwise forwarded, distributed or sent in or into the United States or any jurisdiction in which such offers are unlawful.

Confirmation of understanding and acceptance of disclaimer

I warrant that I am not located in the United States and am not resident or located in any other jurisdiction where accessing these materials is unlawful, and I agree that I will not transmit or otherwise send any materials contained in this website to any person in the United States or any other territory where to do so would breach applicable local law or regulation.

I have read and understood the disclaimer set out above. I understand that it may affect my rights and I agree to be bound by its terms. I confirm that I am permitted to proceed to electronic versions of the materials, such access being in accordance with the applicable regulatory restrictions.

 

Considering the regulatory restrictions, in order to access this material, please contact us at the email address investors@one.ro and request to be provided with the undertaking form made available by the Issuer for this purpose.

In this section, investors can find all the information related to the 2022 Capital Increase Operation of One United Properties S.A., approved by the decision of the Company’s Board of Directors, issued on 05.05.2022. The share capital increase operation is carried out in accordance with the resolution of the Company’s Extraordinary General Meeting of Shareholders dated 26.04.2022.

According to the decision of the Board of Directors, the Company will issue in the capital increase operation 330,017,986 new shares with a nominal value of RON 0.2/share. The capital increase operation will be organized in two stages. First stage is subscription based on preference rights, second is the private placement. The detailed timeline of the operation is presented below:

EventDate
Stage 1: subscription based on preference rights27.06.2022 – 27.07.2022
Publishing of the report regarding closing of Stage 128.07.2022
Stage 2: Private PlacementEstablished through a separate decision of the Board of
Directors

In the first stage, the investors will be able to purchase newly issued shares based on the number of preference rights. To subscribe a new share, 7.8 preference rights are required (if the case, with any rounding applicable under the regulations in force, including those drawn up by the Central Depository).

Apart from holding the rights, investors will also need to pay the price approved by the Board of Directors and set up in the Prospectus:

  • during the first phase, the maximum value of the subscription price for a new share shall be RON 1.42 (the “Maximum Subscription Price”); the final subscription price for a new share subscribed during the first phase shall be published after the Private Placement is closed (the “Final Subscription Price”); and

  • during the second phase, the subscription price shall be determined by the resolution of the Board of Directors, considering the subscription price formed during the Private Placement bookbuilding (such price not being below the Final Subscription Price).

The pre-emption rights, symbol ONER01, were loaded in the shareholders’ accounts on 23.05.2022.

According to the decision of the Board of Directors of the Company, the preference rights will not be traded.

Capital increase documents
File
Share capital increase prospectus ONE United Properties
File
FSA Decision no. 750 / 23.06.2022
File
Supplement to the Prospectus
File
FSA Decision no. 956 / 20.07.2022
Subscription and revocation forms
File
One United Properties subscription form
File
One United Properties withdrawal form
Support documents
File
Q1 2022 Financial Report
File
Investor Presentation
File
Board of Directors’ Decision – Share Capital Increase
File
Board of Directors’ Decision – Subscription Price
File
Financial statements as at 31 December 2021
File
Financial statements as at 31 December 2020
File
Financial statements as at 31 December 2019
File
Interim financial statements as at 31 March 2022

Q&A Regarding the share capital increase operation

1.Why is One United Properties carrying out a capital increase?

One United Properties is carrying out the share capital increase operation to diversify the shareholders base, increase liquidity and raise capital for further expanding the pipeline.

The newly raised capital will be invested with priority in new developments, according to the existing solid pipeline of the company, while the current cash position will be used to accelerate the delivery of the ongoing developments. One United Properties is currently in advanced negotiations for ten future developments as well as it is in early discussion or negotiation stages for more than 20 other developments.

The ten developments currently in advanced negotiations are primarily focused on medium and medium-high income residential properties. If signed, approximately 10,000 apartments with more than 1 million square meters above ground of gross buildable area would be developed on these lands by One United Properties over the next seven years. After they are developed, these developments could generate a gross development value of more than 2.3 billion euro and a potential gross profit for One United Properties of 900 million euro. Approximately 10% of the development would be office and commercial spaces. The company’s focus is to invest with priority in Bucharest, where most of the pipeline is located.

2.How many shares will be issued in the share capital increase operation?

The company will issue up to 330,017,986 new shares at a maximum subscription price of RON 1.42 per share, out of which RON 0.2 per share is the nominal value of the share.

3.Who set the framework of the share capital increase operation?

The decision of the Board of Directors no. 26 dated May 5, 2022 (available HERE) and the Decision of the Board of Directors no. 27 dated June 9, 2022 (available HERE), in accordance with the Resolution of the Extraordinary General Meeting of the Shareholders no. 62 dated April 26, 2022 (items 51 and 61, available HERE) approved the increase of the share capital with the amount of up to RON 66,003,597.2 (nominal value) by the issuance of up to 330,017,986 new shares having a nominal value of RON 0.2 per share and a total nominal value of RON 66,003,597.2.

4.Is this share capital increase going to be carried out with the exercise of the preference rights?

Yes, according to EGMS decision no. 51 dated April 26, 2022 and the Decision of the Board of Directors of the Company no. 26 dated May 5, 2022, and the Decision of the Board of Directors no. 27 dated June 9, 2022, the current share capital increase will be carried out with the exercise of the preference rights.

According to the EGMS decision mentioned above, the disapplication of the preference rights of shareholders is possible only to the extent the issuance of shares takes place following the conversion of convertible bonds (which is not the case in the current share capital increase operation).

Moreover, even though the founding and majority shareholders could have decided during the EGMS to carry out share capital increase operations with the disapplication of the preference rights of the shareholders, such a decision was not taken because they considered that the investors which decided to invest in the growth of the Company should be allowed to maintain their stake in the company.

5.What are the stages of the share capital increase process?

After approval of the Prospectus by the Romanian Financial Supervisory Authority (“FSA”), and the publication of the prospectus on ONE website, www.one.ro, the share capital increase operation will be organized in two stages:

  • Stage 1: one month for exercising the preference rights of the shareholders registered in the Company’s shareholders’ registry held by the Romanian Central Depository with the registration date of May 20, 2022. The exact dates for Phase 1 will be provided in the prospectus approved by FSA. The subscription price for one (1) share during Phase 1 is carried out at a maximum price of 1.42 lei, in accordance with the approval issued under the Decision of the Board of Directors no. 27 dated June 9, 2022.

Please note that the subscriptions in Stage 1 will be done at maximum pricing, which may not be the final pricing. This means that after closing of Stages 1 and 2, One United Properties will announce to the market what was the final price per share for Stage 1. In case the price in Stage 1 will be set as lower than the maximum price, then the Company will return to the investors the difference between the maximum price and the final price.

  • Stage 2: unsubscribed shares in Phase 1 described above, shall be offered via a private placement. The subscription price during the private placement, as well as the dates between which will take place, will be the subject of a decision of the Board of Directors of the Company;

Any new shares that remained unsubscribed after the private placement will be canceled by the decision of the Board of Directors acknowledging the final results of the share capital increase.

6.The EGMS also decided upon the possibility of the Board of Directors to increase the share capital by issuance of Convertible Bonds. Is the management of the Company taking into consideration such an option, to be carried out as Stage 2 of the share capital increase?

Yes. Considering that the main purpose of the Company is that of raising capital, with the main goal of securing the existing solid pipeline, the management does not exclude any viable option for accessing financing, especially if that option could be more beneficial to all the shareholders.

In case the management of the Company will decide to continue the share capital increase with the issuance of Convertible Bonds, the market will be informed through a current report regarding the terms and provisions of such operation.

In such a scenario, investors who subscribed in Stage 1 of the share capital increase, after the 30 days subscription period is over, will be granted ONER02 rights. These rights will be visible in the trading portfolio and these rights will transform, after finalization of the operation and registration of the operation with relevant institutions, to newly issued ONE shares. After the investor subscribes in Stage 1, he/she does not need to do anything else. ONER02 rights will automatically be transformed into new ONE shares and will be visible directly in your trading application and in the Central Depository records after the entire share capital increase operation is finalized. Closing of the share capital increase operation will occur at a time to be decided by the Board of Directors, in compliance with the deadlines set forth in the applicable laws.

7.What is the price per share in the operation?

The maximum price per ONE share in Stage 1 of the share capital increase operation is RON 1.42. Moreover, a shareholder must hold 7.8 preference rights to subscribe 1 new ONE share. The final price per share will be established after the closing of Stage 1 and Stage 2. In case the final price is different than the maximum price, the difference will be returned to the investors’ accounts.

The price per ONE share in Stage 2 will be established via a separate decision of the Board of Directors.

8.Who can participate in the share capital increase?

In Stage 1 of the share capital increase, operation can participate shareholders who held ONE shares on the date of May 20, 2022.

In Stage 2 of the share capital increase operation can participate local and international institutional investors, qualified investors, and up to 149 selected retail investors. Please note that a minimum subscription amount applies to all investors who want to participate in the private placement.

9.Who will be able to participate in the private placement?

International investment banks assisting One United Properties in the share capital increase will be responsible for identifying the investors to participate in the private placement. If you or your fund are interested to participate in the private placement, you can send us an e-mail to investors@one.ro. Please note that a minimum subscription amount will apply to the private placement.

10.What are the preference rights?

Preference rights are offered to shareholders in the event of a capital increase, to give priority to existing shareholders to participate in the new round of financing, to maintain the same participation in the company as before the increase, reflected as % of shares held.

Following the EGMS dated April 26, 2022, the Board of Directors of the Company approved the capital increase of One United Properties with a maximum number of 330.017.986 new shares, representing ordinary, registered, and dematerialized shares with a nominal value of 0.2 lei / share.

For subscription of one new share, during the period of exercise of preference rights, a person must hold 7.8 preference rights (if the case, with any rounding applicable under the regulations in force, including those drawn up by the Central Depository).

11.What is ONER01?

ONER01 are the preference rights for the upcoming share capital increase operation, that were loaded on May 23, 2022, in the accounts of shareholders who held ONE shares on the registration date of May 20, 2022.

12.What is ONER02?

After the closing of each stage of the share capital increase, the accounts of the investors who participated will be loaded with rights ONER02. After registration of the share capital increase operation with the relevant institutions – Trade Registry, FSA, and Central Depository, the ONER02 rights will automatically turn into ONE shares. There is no need for investors to carry out any actions in this regard. Please note that ONER02 rights are not tradable.

13.Are the preference rights tradable?

No, neither ONER01 nor ONER02 preference rights will be traded.

For holders of ONER01 rights, you can either use them to subscribe the newly issued shares, or you can decide not to subscribe. In the latter case, the ONER01 will be removed from your trading account after the 30 days subscription period for Stage 1 is over.

For holders of ONERO2 rights, these will automatically transform into ONE shares, after the finalization of all the share capital increase procedures.

14.What can I do with the preference rights ONER01?

If you received preference rights you have two options:

  • If you want to participate in the capital increase where you can buy ONE shares, you may use the rights in order to buy new shares (for the subscription of one new share, a person must hold 7.8 preference rights);

  • If you do not want to participate in the capital increase you may decide not to use your rights. If you choose not to subscribe the newly issued shares, the ONER01 rights will be removed from your trading account after the 30 days subscription period for Stage 1 is over.

Please note that you cannot sell or transfer your rights to other persons. Unsubscribed rights will be cancelled and no compensations will be offered.

15.Can I sell my preference rights ONER01?

No, you cannot sell your preference rights. The preference rights are not tradeable.

16.How diluted will I get due to the share capital operation?

It is very important to understand that there is only a percentual dilution and not an actual value dilution. Since the new cash will be invested in new developments, the value of the company after the capital increase will be increased with the value of the new cash. Therefore there is no actual value dilution.

Regarding the percentual dilution, if you received preference rights and you decide to subscribe in the share capital increase operation using all your ONER01 rights, then you will not be percentually diluted.

If you currently hold ONE shares and you will not subscribe based on the preference rights, then you will be percentually diluted proportionally. Therefore, if hypothetically an investor held 1% (25,741,402 shares) of One United Properties before the share capital increase operation, after the operation is closed, considering that all the shares are subscribed, then the respective investor would hold 0.8864% of ONE’s new share capital, but from a higher value that includes the cash raised in the capital increase, so the actual value of the 0.8864% holding will be in fact the same as the value of the 1% holding before the capital increase, having in mind the new value of the company, as increased with the value of the new cash

17.I don’t have a brokerage account, but I do hold ONE shares. How can I subscribe in the share capital increase?

Investors holding ONE shares in Section I of the Central Depository (those who have not transferred their shares to a brokerage account) may subscribe only through BRK Financial Group by sending during the subscription period, in physical format or electronically, by email, with qualified extended electronic signature, the Subscription form in original, accompanied by proof of payment and the documents provided in this prospectus. The intermediary will confirm, by a confirmation email, the receipt of the subscription form signed electronically and sent by e-mail.

For more information about the process, please contact directly the dedicated broker at BRK Financial Group, …..

18.I do have a brokerage account and I do hold ONE shares. How can I subscribe in the share capital increase?

Investors holding ONE shares in Section II of the Central Depository (global accounts – those who have transferred their ONE shares to a brokerage account or who bought shares directly through a broker) will be able to subscribe through any broker authorized by FSA.

19.I hold ONE shares through a custodian. How can I subscribe in the share capital increase?

Investors holding ONE shares in Section III of the Central Depository (Participants' accounts) will subscribe directly to the system of the Central Depository S.A., their payment being in accordance with the regulations of the Central Depository S.A.

20.When is the private placement going to take place?

The private placement will be carried out after Phase 1, the exact dates between which the private placement will take place being the subject of a separate decision of the Board of Directors.

Considering that the goal of the share capital increase is to attract a diversified pool of institutional investors, the private placement might be carried out for a longer period, the current estimate being for the private placement to be completed on or around 1 November 2022.

Therefore, there exists a possibility that the share capital increase will extend over a longer period and investors who participated in Stage 1 of the share capital increase could be unable to sell their stake due to these shares not being registered within the relevant institutions. Please note that the newly issued shares can only be registered with relevant institutions – Trade Registry, FSA, Central Depository – after the full capital increase operation (meaning Stage 1 and Stage 2) are ended.

21.How soon will I be able to trade my newly subscribed ONE shares?

It depends on the stage in which you participate.

If you participate in Stage 1, please note that the shares you subscribed to cannot be registered with the relevant institutions until stage 2, private placement, is closed. Please note that the legal requirement for finalizing the share capital increase is 12 months following the Decision of the Board of Directors of the Company authorizing the capital increase, which was issued on May 5,2022. Therefore, there exists a probability that if you subscribe to shares in stage 1 of share capital increase, you might not be able to trade or dispose of these shares until they are registered with relevant institutions – Trade Registry, FSA and Central Depository. For details please also refer to Question 20 above.

If you participate in Stage 2, then the process of registering the newly issued shares with the institutions will last, on average, between 3-4 weeks after the closing of Stage 2 however subject to delays or postponements depending on external factors that may not be dependent on the company.

22.What happens after I subscribe in Stage 1 of share capital increase operation?

If you subscribe in Stage 1 of the share capital operation, after the 30 days subscription period is over, you will be granted ONER02 rights. These rights will be visible in your trading portfolio and these rights will transform, after finalization of the operation and registration of the operation with relevant institutions, to newly issued ONE shares. After you subscribe in Stage 1, you do not need to do anything else. ONER02 rights will automatically be transformed in new ONE shares and will be visible directly in your trading application and in the Central Depository records.

23.If the private placement prolongs and the shares I subscribed in Stage 1 are not registered with Trade Registry, will I be able to vote in GSM?

No, you will not be able to vote in a GSM-based on the shares subscribed in the share capital increase operation until these shares are registered with Trade Registry, FSA, and Central Depository.

24.If the private placement prolongs and the shares I subscribed in Stage 1 are not registered with Trade Registry, will I be entitled to dividends?

No, you will not be entitled to dividends based on the shares subscribed in the share capital increase operation if the registration date for the Dividend is prior to the date when the shares are registered with Trade Registry, FSA, and Central Depository.

25.Where can I find more information?

You can find on our website in the Capital Increase section all the information and documents related to the capital increase operation.

For more information about ONE’s activity on BVB and IR materials, please visit the IR section of the website.

If you have other questions about the capital increase, please email our Investor Relations team at investors@one.ro.

Disclaimer: This information was provided by One United Properties IR team. This information is not legally-binding and it solely serves to provide quick, go-to answers in respect to the share capital increase operation, without offering any advice on how one should place their investments or based on what should oneself decide if they should make an investment or not. This Q&A section is not part of the legal documents based on which the share capital increase will be carried out. For further information regarding the terms and conditions of the share capital increase, please refer to the General Meeting of Shareholders and Board of Directors’ decisions, concerning the share capital increase, as well as the Prospectus and subsequent documents drafted in such respect.

Investor Relations →
  1. One United Properties
  2. About us
  3. Investor Relations
  4. 2022 Share Capital Increase
Loading...