DGAP-News: Grand City Properties S.A.,: LAUNCHES CASH TENDER OFFER AND ANNOUNCES INTENTION TO ISSUE NEW BONDS

Grand City Properties S.A., / Schlagwort(e): Anleihe

20.10.2014 06:39 

Veröffentlichung einer Corporate News, übermittelt durch DGAP - ein Service der EQS Group AG. Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

GRAND CITY PROPERTIES S.A. LAUNCHES CASH TENDER OFFER AND ANNOUNCES INTENTION TO ISSUE NEW BONDS

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States) OR TO ANY U.S. PERSON (DEFINED AS BELOW) OR IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

20 October 2014.

Grand City Properties S.A. (the "Company") announces today:

(a) an invitation to holders of the Company's outstanding EUR 350 million 6.25 per cent. senior secured series B bonds due 2020 (the "Series B Bonds") to tender their Series B Bonds for purchase by the Company (the "Offer"); and

(b) its intention to issue new fixed-rate secured bonds, at a discount to their par value, due 2021 with a coupon of 2 per cent. (the "Series D Bonds").

The Company intends to use some or all of the total amount raised in the issue of the Series D Bonds to refinance the Series B Bonds under the Offer and, as such, the Offer is conditional upon the successful completion (in the determination of the Company) of the issue of the Series D Bonds (the "New Financing Condition").

The Offer

The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 20 October 2014 (the "Tender Offer Memorandum") prepared by the Company in connection with the Offer and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Bondholders are advised to carefully read the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

Pursuant to the Offer, the Company will pay a cash price equal to 109.5 per cent. of the principal amount of the Series B Bonds accepted by it for purchase pursuant to the Offer (the "Purchase Price"), together with all accrued and unpaid interest in respect of those Series B Bonds.

The issue of Series D Bonds

The Company is proposing to issue the Series D Bonds with a seven year term in principal amounts of EUR100,000 each. The Series D Bonds will be issued at a discount to their par value and will benefit initially from the same security package as the Company's existing secured bonds. The security package will be released once all of the Company's obligations in relation to the Company's existing secured bonds have been discharged and the Company has been assigned an investment grade credit rating by a rating agency. The terms and conditions of the Series D Bonds will also include a new covenant package.

The interest rate applicable to the Series D Bonds will be increased by an additional 0.5 per cent. per annum in the event that the Company is not assigned an investment grade credit rating by a rating agency by 30 November 2015.

The Series D Bonds are expected to be issued by the Company on or about 29 October 2014. The Series D Bonds are intended to be admitted to the official list of the Irish Stock Exchange for trading on its regulated market after issue.

Irrevocable undertakings

Irrevocable Undertakings dated 16 October 2014 have been received by the Company in respect of EUR104,868,000 in aggregate principal amount of Series B Bonds, beneficially held by one or more Series B Bondholders representing 29.96 per cent. of the outstanding Series B Bonds (the "Irrevocable Undertakings"). Under the terms of the Irrevocable Undertakings:

(a) the relevant Series B Bondholders have undertaken to: (i) participate in, or procure participation in, the Offer by tendering their holdings of Series B Bonds to the Company at the Purchase Price; and (ii) subject to the final pricing of the Series D Bonds, place Firm Orders to subscribe for Series D Bonds at a subscription amount (the "Subscription Amount"), with a cash amount required to subscribe for the Subscription Amount of EUR165,000,000;

(b) the Company has committed to accept and purchase from the relevant Series B Bondholders under the Offer a principal amount of Series B Bonds such that the Purchase Price payable by the Company for such Series B Bonds under the Offer equals the lower of: (i) the Purchase Price that would be payable in respect of all Series B Bonds tendered by the relevant Series B Bondholders; and (ii) the cash amount required to subscribe for the Subscription Amount, subject to increase or decrease (at the sole discretion of the Company) to the nearest EUR1,000; and

(c) the Company has a call option enabling it to purchase (at the Purchase Price) the Series B Bonds tendered but not purchased from the relevant Series B Bondholders in accordance with (b) above, such option to be exercisable for a period of 10 Business Days following the Tender Offer Settlement Date.

Scaling of Series B Bonds

The final cash amount that the Company undertakes to accept for purchase pursuant to Irrevocable Undertakings, the Preferred Offers (as defined below) and, in its sole discretion, decides to apply to the Offer will be the "Total Purchase Funds Available". If the Company accepts any Series B Bonds for purchase pursuant to the Offer, the Company intends to accept for purchase Series B Bonds validly tendered for purchase pursuant to the Offer in the following order:

(a) first, Series B Bonds validly tendered for purchase pursuant to the Irrevocable Undertakings and required to be accepted for purchase by the Company will be accepted for purchase in full;

(b) second, Series B Bonds validly tendered for purchase by a Series B Bondholder who has not signed an Irrevocable Undertaking but who, in addition to submitting a valid Tender Instruction, has also placed a Firm Order for Series D Bonds with the Dealer Manager and the Company has accepted such Firm Order (being a "Preferred Offer") will be accepted for purchase and, if the Purchase Price payable in respect of all Preferred Offers exceeds the remaining Total Purchase Funds Available after deducting the amount required for (a) above, such Preferred Offers will be accepted on a pro-rata basis as described in the Tender Offer Memorandum; and

(c) third, if the Purchase Price payable in respect of Series B Bonds: (i) validly tendered for purchase and accepted pursuant to the Irrevocable Undertakings; and (ii) validly tendered for purchase and accepted pursuant to the Preferred Offers does not exceed the Total Purchase Funds Available, the Company may accept, in its sole discretion, Series B Bonds validly tendered other than pursuant to the Irrevocable Undertakings or Preferred Offers. Such tenders may be subject to pro rata scaling to ensure that the total Purchase Price payable in respect of all Series B Bonds accepted for purchase does not exceed the Total Purchase Funds Available, as described in the Tender Offer Memorandum.

Allocation of Series D Bonds

The Company intends that Series B Bondholders who have submitted valid Tender Instructions in respect of some or all of their holding of Series B Bonds and have also placed Firm Orders with the Dealer Manager (including a spread for the issue of the Series D Bonds which is lower or equal to the final pricing spread for the Series D Bonds) shall receive a "New Issue Priority", being an allocation from the Issuer under the Series D Bonds of an amount equal to the lower of:

(a) the Purchase Price for the Series B Bonds validly tendered by such Series B Bondholder; and

(b) the cash amount required to subscribe for the Series D Bonds which are the subject of the relevant Firm Orders for Series D Bonds.

In the event that Series B Bondholders place Firm Orders with the Dealer Manager with an individual spread higher than the final pricing spread for the Series D Bonds, then the Company shall not be obliged to offer such Series B Bondholder any New Issue Priority in respect of the Series D Bonds and/or to accept and purchase the Series B Bonds validly tendered.

Clean-up redemption option

If the Company accepts for purchase pursuant to the Offer and/or otherwise acquires 80 per cent. or more in aggregate principal amount of the Series B Bonds, the Company may exercise its right under the terms and conditions of the Series B Bonds to acquire compulsorily the remaining Series B Bonds at a price equal to 100 per cent. of the principal amount of such Series B Bonds (and therefore on less favourable terms than the Offer).

Tender Instructions

In order to participate in the Offer, Series B Bondholders must validly tender some or all of their Series B Bonds by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (CET) on 23 October 2014.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum principal amount of Series B Bonds of no less than EUR1,000, being the minimum denomination of the Series B Bonds and may be submitted in integral multiples of EUR1,000 thereafter. Tender Instructions submitted in denominations other than EUR1,000 or integral multiples of EUR1,000 thereafter will not be eligible for participation in the Offer.

To be eligible to receive a New Issue Priority, a Series B Bondholder must:

(a) submit a valid Tender Instruction in accordance with the procedures set out in the Tender Offer Memorandum;

(b) contact the Dealer Manager to register its interest; and

(c) make an application to the Dealer Manager (in its capacity as manager of the issue of the Series D Bonds) for the purchase of the Series D Bonds in accordance with the standard new issue procedures of the Dealer Manager.

Expected timetable of events

Events Times and dates (All times are CET) Commencement of the Offer 20 October 2014 Expiration deadline 5.00 p.m. on 23 October 2014 Announcement of Offer results and satisfaction of the New Financing Condition As soon as reasonably practicable on or around 24 October 2014 New Issue Settlement Date 29 October 2014 Tender Offer Settlement Date 31 October 2014 

The above times and dates are subject to the right of the Company to extend, re-open, amend, and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum). Series B Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Series B Bonds when such intermediary would need to receive instructions from a Series B Bondholder in order for that Series B Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Unless stated otherwise, announcements in connection with the Offer will be made: (i) by publication on the website of the Frankfurt Stock Exchange; and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and/or by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Series B Bondholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Series B Bondholders may contact the Dealer Manager for information using the contact details set out below.

Morgan Stanley & Co. International plc is acting as the Dealer Manager and The Bank of New York Mellon is acting as the Tender Agent.

Questions and requests for assistance in connection with: (i) the Offer may be directed to the Dealer Manager; and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, in each case using the contact details set out below.

DEALER MANAGER

Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Telephone: +44 20 7425 5146 Attention: Liability Management Email: liabilitymanagementeurope@morganstanley.com

TENDER AGENT

The Bank of New York Mellon One Canada Square London E14 5AL United Kingdom Telephone: +44 1202 689644 Attention: Debt Restructuring Services Email: debtrestructuring@bnymellon.com

About the Company

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.

The Company 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 modernisation and intensive tenant management, and then create value by subsequently raising occupancy and rental levels. For the six months ending 30 June 2014, the Company reported an EBITDA of EUR 143.5 million (YOY increase of 107 %), and a net profit of EUR 122.1 million (YOY increase of 111 %). EPRA NAV amounts to EUR 1,005 million and EUR 1,276 million assuming full conversion of the convertible bond. 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: katrin.petersen@grandcity.lu www.grandcityproperties.com

Disclaimer:

THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE TENDER OFFER MEMORANDUM. THIS ANNOUNCEMENT AND THE TENDER OFFER MEMORANDUM CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. IF ANY SERIES B BONDHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE, IT IS RECOMMENDED TO SEEK ITS OWN FINANCIAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, FROM ITS BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER. ANY INDIVIDUAL OR COMPANY WHOSE BONDS ARE HELD ON ITS BEHALF BY A BROKER, DEALER, BANK, CUSTODIAN, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH ENTITY IF IT WISHES TO TENDER SUCH SERIES B BONDS FOR PURCHASE PURSUANT TO THE OFFER. THE DEALER MANAGER IS ACTING EXCLUSIVELY FOR THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT AND THE TENDER OFFER MEMORANDUM AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF THE DEALER MANAGER OR FOR ADVISING ANY OTHER PERSON IN CONNECTION WITH THE OFFER. NONE OF THE COMPANY, THE DEALER MANAGER AND THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AFFILIATES MAKES ANY RECOMMENDATION AS TO WHETHER SERIES B BONDHOLDERS SHOULD TENDER SERIES B BONDS FOR PURCHASE PURSUANT TO THE OFFER.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

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 THE COMPANY. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF FACTORS.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement does not constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. No action has been or will be taken in any jurisdiction in relation to the Series D Bonds that would permit a public offering of securities and the minimum denomination of the Series D Bonds will be EUR100,000.

United States

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. person (as defined in Regulation S of the Securities Act (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Series B Bonds may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this announcement and any other documents or materials relating to the Offer (including the Tender Offer Memorandum) are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of Series B Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Series B Bonds made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. This announcement is not an offer of securities for sale in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The Series D Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons (except pursuant to an exemption from the registration requirements of the Securities Act). Each Series B Bondholder participating in the Offer will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement and any other documents or materials relating to the Offer (including the Tender Offer Memorandum) is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Germany

This announcement does not constitute a prospectus within the meaning of section 5 German Securities Prospectus Act and neither the Offer nor this announcement have been or will be approved by the German Federal Financial Supervisory Authority (BaFin). Neither this announcement nor any offering circular or other material (including the Tender Offer Memorandum) may be distributed, or otherwise made available or published, in Germany, except in circumstances which do not constitute a public offer of securities pursuant to the provisions of the German Securities Prospectus Act.

Luxembourg

Neither this announcement nor any offering circular or other material (including the Tender Offer Memorandum) may be distributed, or otherwise made available or published, in Luxembourg, except in circumstances which do not constitute a public offer of securities pursuant to the provisions of the law of 10 July 2005 on prospectuses for securities, as amended.

Switzerland

This announcement does not constitute a prospectus within the meaning of Article 652a or Article 1156 of the Swiss Code of Obligations and neither the Offer nor this announcement have been or will be approved by any Swiss regulatory authority.

Italy

None of the Offer, this announcement or any other document or materials relating to the Offer (including the Tender Offer Memorandum) have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, holders or beneficial owners of Series B Bonds that are located in Italy can tender Series B Bonds for purchase in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Series B Bonds or the Offer.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor any other document or material relating to the Offer (including the Tender Offer Memorandum) has been or shall be distributed to the public in France and only: (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers); and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer. This announcement has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium

Neither this announcement nor any other documents or materials relating to the Offer (including the Tender Offer Memorandum) have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autorité des services et marches financiers / Autoriteit voor Financiële Diensten en Markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time (the "Takeover Law"). Accordingly, the Offer may not be advertised and the Offer will not be extended to, and may not be accepted by, and neither this announcement nor any other documents or materials relating to the Offer (including (including the Tender Offer Memorandum and any information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" (investisseurs qualifiés/gekwalificeerde beleggers) as defined in Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, as amended from time to time), acting on their own account without prejudice to the provisions of Article 6 § 4 of the Takeover Law. Insofar as Belgium is concerned, this announcement has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement may not be used for any other purpose or disclosed to any other person in Belgium.

General

This announcement does not constitute an offer to buy or the solicitation of an offer to sell Series B Bonds (and tenders of Series B Bonds in the Offer will not be accepted from Series B Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction. Nothing in this announcement or the electronic submission thereof constitutes an offer to sell or the solicitation of an offer to buy the Series D Bonds in any jurisdiction.

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