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Dawn of the Romanian Empire

Dinu Patriciu - Romania’s richest man, Dinu Patriciu, is taking advantage of the turmoil among small, London-listed companies to build a pan-European investment empire

Romania’s richest man, Dinu Patriciu, is taking advantage of the turmoil among small, London-listed companies to build a pan-European investment empire

 

There is nothing like a recession to shake up the listed property sector.

 

While the UK’s real estate investment trusts and the big European property companies have been refinancing their debt and carrying out discounted equity issues to bring in much-needed cash, the small London-listed overseas property funds – mainly listed on the London Stock Exchange’s junior AIM market – have been under fire from activist investors and subject to takeovers.

 

So far this year, of the 70 or so ‘tiddlers’, China Central Properties, Summit Germany, Bulgarian Property Developments and Fabian Romania have been taken over, Puma Brandenburg is in the process of being taken over, Rutley European and Spazio Investment have received takeover bids and Delek Global Real Estate and Canton Property Investment have delisted. Several other companies, such as Trikona Trinity, Hirco and Speymill Macau, have come under attack from activist investors and hedge funds.

 

The reason for all this activity is that these companies provide a great money-making opportunity. Their shares are ignored by analysts and utterly depressed. Invariably, they have run out of cash, are highly leveraged and have breached or are in danger of breaching loan covenants. Their external management structures are out of favour, the fees they charge are too high, and many are also developers in countries that once were emerging but are now submerging.

 

Of the companies that have or are about to be delisted, China Central, Summit Germany, Puma Brandenburg and Delek Global were taken private, at much lower prices, by the very shareholders that floated them in the boom years before the credit crunch.

Rich pickings

 

But the leading figure is Dinu Patriciu who, according to Forbes, is the richest man in Romania and the 397th richest person in the world, with a fortune of $1.8bn (£1.1bn).

 

Through a new company – Black Sea Global Properties, a subsidiary of his Swiss-domiciled company Rompetrol Holding – Patriciu has bought Fabian Romania, which owns €138m (£118m) of Romanian assets. He has also made an offer to buy Rutley European and is set to become the majority shareholder in Deutsche Land.

Before he made his offer to buy Fabian Romania on Christmas Eve last year, Patriciu was unknown in the property world outside his home country. He is by no means a conventional property investor. An architect by training, he taught architecture until 1989. And between 1990 and 1996, and again from 2000 to 2003, Patriciu served as a member of the Romanian parliament, and was a leader of the National Liberal Party’s parliamentary group.

 

‘My first business after ’89 was real estate,’ he says. ‘I did real estate for two years, then moved into energy, thinking that would be the first sector to take off in a transition economy. But I kept my real estate.&rsquo

 

Moving into energy proved a wise decision. He founded Rompetrol Group and turned it into the second largest oil company in Romania. In 2007, he sold a 75% stake to Kazakhstan’s state-owned energy operator, KazMunaiGaz, at a price that implied an enterprise value of $3.6bn (£2.2bn).

 

I did real estate for two years, then moved into energy. But I kept my real estate

Dinu Patriciu, Black Sea Global
In Romania he still owns €100m (£85m) of property and is developing the €300m (£256m) Smart City scheme in northern Bucharest in a joint venture with Immorent, a subsidiary of Austrian banks Erste and Sparkassen. He added to this by buying Fabian Romania for €50.8m (£43m) after building up a 25.2% stake.

His offer of €1 a share through Black Sea Global reflected a 40% discount to Fabian Romania’s net asset value at 30 September 2008 of €1.66 a share. But Fabian argued that because of the lack of investment transactions in Romania, there could be ‘no certainty that the yields which were used in determining the NAV accurately reflected the open market’.

 

Critical mass

 

Patriciu says: ‘We analysed it last autumn and saw it was one of the high-level portfolios in Romania with critical mass.’

 

His chief executive, Obie Moore, an American who heads a team of 20 property people at Black Sea Global, says the purchase of Fabian Romania was the start of the plan to create a pan-European property company. ‘It was a good opening first target for us,’ he says. ‘We know that market very well and it was easier for us to come to a recommended offer’.

 

Now Patriciu and Moore have set their sights on two more companies: Rutley European and Deutsche Land. On 12 June, Black Sea Global made a £12.56m cash bid for Rutley European and subscribed for 94.9m shares in Deutsche Land as part of a wider placing of shares by the AIM-listed German investor.

 

Black Sea Global is offering 6p a share in cash for Rutley European – the listed fund managed by Knight Frank’s private equity arm, Rutley Capital Partners. This attributes an enterprise value to Rutley European of £446.6m, which includes its net debt of £434m.

 

The offer is more than double the 2.9p at which Rutley European’s shares were trading before it said it had received approaches on 27 March. However, it is below the current 6.88p share price of Rutley European and reflects a discount of 87% to the net asset value of 45p a share at 31 March.

 

Black Sea only owns 0.1% of Rutley European’s shares and has not revealed any acceptances for its offer from the company’s shareholders.

 

It could face a bid from a rival party. Last November, Rutley European’s board, chaired by David Pinckney, effectively put the company on the market, when it said it had asked broker Cenkos Securities ‘to provide strategic advice on the options available to the company, and is considering the alternative uses of present and future cash reserves’.

 

The reason for the sale was the wide discount to net asset value at which the shares were trading and the lack of trading volumes in the shares.

 

Some people might think we are crazy for going in this direction, but we want to be value-added investors

Obie Moore, Black Sea Global
Rutley European’s portfolio comprises 56 properties across continental Europe valued at €585m (£499m) as at 31 December 2008.

 

If Black Sea Global is successful in its bid, it intends to use Rutley European as its main pan-European property vehicle.

 

‘We want to keep it listed, as it fits in with our long-term strategy of having a London-listed real estate platform,’ says Moore. ‘But there is no guarantee of that because our offer is for 100% of the shares with the only condition that we get over 50%. So, if we go over 75%, we would not be able to retain the listing without selling down some of the shares. The debt is problematic, which is why some people think we are crazy for going in this direction, but we want to be value-added investors in this process.’

 

Rutley would buy assets from Black Sea Global and Rompetrol and might also carry out an equity fundraising. Its management would also be internalised – Patriciu and Moore are not fans of externally managed companies. ‘Our experience of external management is that you spend all the time on board meetings dealing with calculations and evaluations regarding the fund managers, rather than dealing with the property business,’ says Moore.

 

On 12 June, Black Sea also bought 94.9m shares in Deutsche Land at 12p each for a total of £11.4m. It became the company’s largest shareholder and plans to invest a further £20m in the company by buying 167.5m new shares at 12p each. This would raise its shareholding to 54.1%, but the deal is subject to a waiver from the UK’s Takeover Panel of the obligation to make an offer for the entire company.

 

Going Deutsche

 

Is Patriciu’s ultimate aim to take full control? ‘We’ll see how things develop,’ says Moore. ‘We think it’s a good company to be in right now and are happy to be taking a major shareholding. It has a good manager. We would help them restructure the debt and the loan-to-value ratios, and then we’ll see where we go from there.’

 

Deutsche Land’s portfolio was valued at €560m (£478m) at the end of 2008 and its net asset value was 54.8p a share. It plans to internalise its management by the end of July. The external manager, Deutsche Land Management, was co-founded by Deutsche Land’s CEO, David Maxwell.

 

If Patriciu is successful in his bid for Rutley European and his sharebuying at Deutsche Land, he will be in control of one of the largest pan-European property companies.

 

‘We think we can add value, particularly at those companies that are listed on an exchange and that grew up at a time when there was a lot of bank capital for financing projects,’ says Moore. ‘Now they are all overleveraged and need debt restructuring. We have some concerns about these issues because sometimes when you buy companies, you don’t have all the information regarding the debt. So we are cautious about that, but believe we can add value.’

 

Other wealthy investors will, no doubt, agree because the consolidation of the London-listed overseas property funds has only just begun.

 

Related files

 

London’s AIM rollercoaster



Source: www.propertyweek.com


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