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Grand City Properties S.A. (IRSH)
Grand City Properties S.A. announces offer to the holders of its outstanding
EUR 500,000,000 2.00 per cent. Notes due 2021 to tender such Notes for
purchase by the Company for cash
21-Nov-2018 / 10:35 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*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 IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO PUBLISH OR DISTRIBUTE THIS
DOCUMENT.*
*21 November 2018*
*Grand City Properties S.A. announces offer to the holders of its
outstanding EUR 500,000,000 2.00 per cent. Notes due 2021 to tender such
Notes for purchase by the Company for cash at a price to be calculated by
reference to a purchase spread determined pursuant to a modified Dutch
auction*
The Board of Grand City Properties S.A. (the '*Company*') has decided today
to offer to the holders of its EUR 500,000,000 2.00 per cent. Notes due 2021
(of which EUR 138,800,000 are currently outstanding, the '*Notes*') to
tender such Notes for purchase by the Company for cash (the '*Offer*').
The Offer shall be subject to the terms and conditions set out in the tender
offer memorandum dated 21 November 2018 (the '*Tender Offer Memorandum*')
prepared by the Company.
Capitalised terms used in this announcement but not defined have the
meanings given to them in the Tender Offer Memorandum.
*Description *Outstanding *Maximum *Amount
of the *ISIN / Principal *Benchmark* Purchase subject
Notes* Common Code* Amount* Spread* to the
Offer*
Any and
all at
the
Maximum
Repurch
ase
Spread.
Subject
to
EUR Minimum
500,000,000 XS1130507053 EUR Interpolated Target
2.00 per / 113050705 138,800,000 Mid-Swap 15 bps Repurch
cent. Notes Rate ase
due 2021 Amount
as
further
describ
ed in
the
Tender
Offer
Memoran
dum.
If after the Settlement Date purchases (and corresponding cancellations)
and/or redemptions should have been effected in respect of 80 per cent or
more in aggregate principal amount of the Notes, the Company intends to
redeem all of the then outstanding Notes at their principal amount, together
with accrued but unpaid interest, if any, to (but excluding) the redemption
date pursuant to the terms and conditions of the Notes. The Company has
previously purchased EUR 361,200,000 of the Notes, representing 72.2% of the
aggregate principal amount of the Notes issued.
*Rationale for the Offer*
The purpose of the Offer is to proactively manage upcoming debt redemptions.
*The Offer*
The '*Purchase Price*' in respect of the Notes will be determined by the
Dealer Manager at the Pricing Time in accordance with market convention, and
will be the price which reflects the yield to maturity on the Settlement
Date equal to the sum (such sum, the '*Purchase Yield*') of (a) the
Interpolated Mid-Swap Rate (as defined in the Tender Offer Memorandum) and
(b) the Clearing Spread (as defined below). Specifically, the Purchase Price
per EUR 100,000 in principal amount of the Notes will equal (a) the value
per EUR 100,000 in principal amount of all remaining payments of principal
and interest due to be made up to and including the maturity date of the
Notes, discounted to the Settlement Date at a discount rate equal to the
Purchase Yield, minus (b) the Accrued Interest, all calculated in accordance
with the formula set forth in the Tender Offer Memorandum and rounded to the
nearest EUR 0.01 (with EUR 0.005 being rounded upwards).
*Modified Dutch Auction Procedure*
If the Company decides to accept any tenders of Notes, it will determine the
purchase spread in whole basis points (the '*Clearing Spread*') for the
Notes in accordance with the Modified Dutch Auction Procedure described
below. The Clearing Spread in respect of the Notes will apply to all Notes
accepted for purchase and shall be the lower of (i) the Maximum Purchase
Spread and (ii) the single highest spread specified in Competitive Tender
Instructions by tendering Noteholders that will enable the Company to
purchase its desired principal amount of Notes, or, if no Competitive Tender
Instructions are tendered in respect of the Notes, the Maximum Purchase
Spread. Following the Expiration Deadline and subject to the foregoing, the
Company will determine the Clearing Spread for the Notes in its sole and
absolute discretion.
Under the Modified Dutch Auction Procedure, the Company will determine, in
its sole discretion (i) the aggregate nominal amount of Notes (if any) (such
amount, the '*Final Acceptance Amount*') that it will accept for purchase
pursuant to the Offer, and (ii) the Clearing Spread that will be used in the
calculation, at the Pricing Time, of the Purchase Yield and the Purchase
Price for Notes validly tendered and accepted for purchase pursuant to the
Offer, in each case taking into account the aggregate nominal amount of
Notes tendered and the purchase spreads at which such Notes are tendered (or
deemed to be tendered, as set out below).
Under the Modified Dutch Auction Procedure, Noteholders may submit Tender
Instructions on a 'non-competitive' or a 'competitive' basis, as follows:
(a) a '*Non-Competitive Tender Instruction*' is a Tender Instruction that
either (i) does not specify a purchase spread, or (ii) specifies a purchase
spread equal to the Maximum Purchase Spread. Each Non-Competitive Tender
Instruction that does not specify a purchase spread, will be deemed to have
specified the Maximum Purchase Spread; and
(b) a '*Competitive Tender Instruction*' is a Tender Instruction that
specifies a purchase spread over the Interpolated Mid-Swap Rate (in
increments of 1 basis point below the Maximum Purchase Spread with any other
amount rounded to the nearest 1 basis point increment below the Maximum
Purchase Spread (and rounded up in the case of a 0.5 basis point
increment)).
For further information, please refer to the Tender Offer Memorandum.
A Tender Instruction that specifies a purchase spread higher than the
Maximum Purchase Spread will be treated as an invalid Tender Instruction.
If the Company accepts a valid Tender Instruction, the relevant Noteholder
will receive the Purchase Price and Accrued Interest for the Notes as
determined in the manner described in the Tender Offer Memorandum. The
Company will pay the Purchase Price and Accrued Interest in respect of the
Notes to each Noteholder whose Competitive Tender Instruction is accepted,
even if the purchase spread specified by the Noteholder is greater than the
Clearing Spread or the Noteholder submitted a Non-Competitive Tender
Instruction. The Company will not accept Competitive Tender Instructions
that specify purchase spreads lower than the Clearing Spread. Accordingly,
if the Company determines that the Clearing Spread for the Offer will be the
Maximum Purchase Spread, Notes tendered pursuant to Competitive Tender
Instructions will not be accepted for purchase pursuant to the Offer.
*Final Acceptance Amount*
The Company currently proposes to accept any and all validly tendered Notes
for repurchase at the Maximum Purchase Spread. For the avoidance of doubt,
this means, that the Final Acceptance Amount determined by the Company will
at least be equal to the aggregate principal amount of Notes validly
tendered via Non-Competitive Tender Instructions and accepted for repurchase
by the Company.
The Company may however, in its sole discretion, decide to determine a lower
Clearing Spread as necessary to enable the Company to achieve its desired
minimum aggregate repurchase amount of Notes of EUR 38,800,000 (the
'*Minimum Target Repurchase Amount*').
*Scaling*
If the aggregate nominal amount of Notes validly tendered (i) pursuant to
Non-Competitive Tender Instructions and (ii) pursuant to Competitive Tender
Instructions that specify a purchase spread greater than or equal to the
Clearing Spread, is greater than the Final Acceptance Amount, the Company
intends to accept for purchase (A) first, all such Notes tendered at
(MORE TO FOLLOW) Dow Jones Newswires
November 21, 2018 04:35 ET (09:35 GMT)
