Ashurst advised WCM Beteiligungs- und Grundbesitz-AG ("WCM AG"), Frankfurt am Main, comprehensively on its successful resumption of operations. Ashurst advised both on the implementation of a combined cash and non-cash capital increase from authorised capital and the strategic realignment of the company, as well as on the acquisition and financing of a real estate portfolio comprising four commercial properties for a total price of €80.9 million. Rental income totals approx. €5.7 million p.a. The occupancy rate is 89.7 per cent, and the leases have an average remaining term of six years.
Ashurst advised with a team of real estate, capital markets, M&A, finance and tax lawyers. The team was led by Frankfurt partners Marc Bohne (Real Estate) and Matthias von Oppen (Corporate/Equity Capital Markets). Partner Derk Opitz advised on finance and partner Heiko Penndorf on tax aspects. The partners were supported by counsel Dr Gerrit Clasen and Jan Krekeler (both Corporate), as well as by associates Adnan Manzoor and Matthias Rüdt von Collenberg (both Real Estate), Dominik Richers (Corporate/Equity Capital Markets), Dr Angela Loff (Corporate), Andreas Mallin (Finance) and senior associate Felix Krüger (Tax).
WCM AG acquired three office properties in Bonn, Dusseldorf and Frankfurt from GE Real Estate under a share deal for a total purchase price of €64 million. The acquisition of 94.9 per cent of the respective property companies will primarily be financed through a cash capital increase with subscription rights for existing shareholders of up to €18.8 million and a loan from Deutsche Pfandbriefbank AG of €45.4 million. Under the rights issue all new shares were successfully placed; the issue was over-subscribed.
The acquisition of an industrial property in Bremerhaven is to be funded through a non-cash capital increase by contributing a 92.9 per cent equity interest in the property company. In return for their shares in the property company to be contributed, the contributing parties will receive 4.9 million new shares of WCM AG. These shares are subject to a lock-up period until 31 December 2015. The Bremerhaven transaction is to be executed by the end of December 2014.
As is the case with the existing shares of WCM AG, the new shares are to be listed on the regulated market (General Standard) of the Frankfurt Stock Exchange, among others.
In future, WCM AG will be focusing its business on the acquisition and management of commercial real estate, whereby in the medium term a property portfolio of about €1 billion is envisaged. This strategic realignment was resolved at the company's Annual General Meeting on 18 December 2014, WCM AG again being advised by Ashurst.
