Grand City Properties S.A.,: Tap issue of Series C Bonds by EUR 100 million
16.06.2014
Grand City Properties S.A., / Key word(s): Bond
16.06.2014 17:35
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OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
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Grand City Properties S.A. - Tap issue of Series C Bonds by EUR 100 million
Luxembourg / Berlin, 16 June 2014 - The Board of Directors of Grand City
Properties S.A. ("Company") has resolved today to carry out a tap issue of
the Company's EUR 150 million senior, secured convertible bonds convertible
into new and/or existing ordinary shares having a par value of EUR 0.10
(the "Shares") of the Company ("Series C Bonds") by issuing additional
Series C Bonds with a total nominal value of EUR 100 million ("Further
Series C Bonds"). The total aggregate principal amount of the Series C
Bonds will thereby increase to EUR 250 million. The Further Series C Bonds
will be issued without subscription rights at an offer price to be
determined by a bookbuilding process. Bookbuilding will start immediately
and is expected to close with short notice.
The net proceeds will be used to fund the Company's acquisitions. The
Company is in final process of signing and closing several acquisitions of
various currently under-performing property portfolios with a total volume
of more than EUR 250 million. The portfolios under consideration are
consistent with the Company's business strategy.
Settlement is expected to take place on or around June 19, 2014. Inclusion
of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt
Stock Exchange is expected to take place on the same day.
The Further Series C Bonds will be placed only to institutional investors
in selected European countries in reliance on Regulation S of the US
Securities Act 1933, as amended, by way of a private placement. There will
be no public offering. The Further Series C Bonds will be merged with the
existing Series C Bonds and will form a single series under the existing
ISIN XS1036325527.
About Grand City
Grand City Properties (ISIN: LU0775917882) is a public limited liability
company (société anonyme) incorporated under the laws of the Grand Duchy of
Luxembourg, having its registered office at 24, Avenue Victor Hugo , L 1750
Luxembourg and being registered with the Luxembourg trade and companies
register (Registre de Commerce et des Sociétés Luxembourg) under number B
165560.
Grand City Properties is a specialist real estate company focused on
investing in and managing turnaround opportunities in the real estate
property market in Germany, primarily in densely populated areas. The
Company's strategy is to improve its properties through targeted
modernization and intensive tenant management, and then create value by
subsequently raising occupancy and rental levels. For the three months
ending 31 March 2014, the Company reported an EBITDA of EUR 81 million (YOY
increase of 313%), and a net profit of EUR 70.3 million (YOY increase of
419%). EPRA NAV amounts to EUR 941.2 million. Since May 2012, Grand City
Properties is listed on the Frankfurt Stock Exchange Entry Standard. The
company is rated BB+ by Standard and Poors (stable outlook) Further
information: www.grandcityproperties.com
Contact:
Grand City Properties S.A.
24, Avenue Victor Hugo
L 1750 Luxemburg
T: +352 28 77 87 86
www.grandcityproperties.com
Press Contact:
Katrin Petersen
Grand City Properties S.A.
T: +49 (30) 887088-1128
E: [email protected]
www.grandcityproperties.com
Disclaimer:
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES.
THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED
STATES.
THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE
UNITED KINGDOM TO (I) PERSONS WHO 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 (THE
"ORDER"), (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER,
AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
COMMUNICATION MUST NOT BE READ, ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS ANNOUNCEMENT
AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE
2003/71/EC, AS AMENDED (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED
INVESTORS"). ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY OFFER
(AN "INVESTOR") OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR. ANY
INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT ANY
SECURITIES ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF
PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES
BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS
WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE COMPANY OR
ANY OF THE MANAGERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS
DIRECTIVE.
THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS
AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES,
FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH
STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT
TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF GRAND
CITY PROPERTIES S.A. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A
NUMBER OF FACTORS.
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