DJ 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
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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)
purchase spreads greater than the Clearing Spread or pursuant to
Non-Competitive Tender Instructions in full, and (B) second, all such Notes
tendered at the Clearing Spread on a pro rata basis such that the aggregate
nominal amount of Notes accepted for purchase (if any) is no greater than
the Final Acceptance Amount. For the avoidance of doubt, 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.
*Accrued Interest*
The Company will also pay an Accrued Interest Payment in respect of Notes
validly tendered and delivered and accepted for purchase by the Company
pursuant to the Offer.
*Total Amount Payable to Noteholders*
If the Company decides to accept valid tenders of Notes pursuant to the
Offer, the total consideration that will be payable to each Noteholder on
the Settlement Date for the Notes accepted for purchase from such Noteholder
will be an amount (rounded to the nearest EUR 0.01, with EUR 0.005 being
rounded upwards) equal to the sum of:
(a) the product of (i) the aggregate principal amount of the Notes accepted
for purchase from such Noteholder pursuant to the Offer and (ii) the
Purchase Price; and
(b) the Accrued Interest Payment on the Notes.
The Purchase Price will be determined in accordance with market convention,
at the Pricing Time on the Pricing Date in the manner described in the
Tender Offer Memorandum.
*Expected Timetable of Key Events*
The following table sets forth the expected dates and times of the key
events relating to the Offer. The times and dates below are indicative only
and subject to changes.
*Events* *Times and Dates *
(All times are CET)
*Commencement of the Offer* 21 November 2018
Announcement of the Offer made by
publication on the website of the
Irish Stock Exchange at www.ise.ie
[1] and through the Clearing
Systems. Tender Offer Memorandum
available from the Tender Agent.
*Expiration Deadline* 5:00 p.m. on 4 December 2018
Final deadline for receipt of valid
Tender Instructions by the Tender
Agent in order for Noteholders to
be able to participate in the
Offer.
*Announcement of Clearing Spread At or around 9 a.m. on 5
and indicative Offer Results* December 2018
Announcement by the Company of
whether it intends to accept valid
tenders of Notes for purchase
pursuant to the Offer and, if so
accepted, (i) the Clearing Spread,
(ii) the indicative Final
Acceptance Amount and (iii) any
indicative Scaling Factor.
*Pricing Date * 11:00 a.m. on 5 December
2018
Determination of the Interpolated
Mid-Swap Rate, the Purchase Yield
and the Purchase Price.
*Announcement of Offer Results* As soon as reasonably
practicable after the
Announcement by the Company of Pricing Time on the Pricing
whether it will accept valid Date
tenders of Notes pursuant to the
Offer and, in respect of Notes
accepted for purchase, (i) the
Final Acceptance Amount and any
Scaling Factor, (ii) the Purchase
Yield, Purchase Price and Accrued
Interest, and (iii) the final
aggregate nominal amount of Notes
that will remain outstanding after
the Settlement Date.
*Settlement Date* 10 December 2018
Expected Settlement Date for the
Offer.
The Company may, subject to applicable laws, at its option and in its sole
discretion, at any time before any acceptance by it of any Notes tendered
for purchase in the Offer extend each of the dates above (in which case all
references in the Tender Offer Memorandum to such extended date will, unless
the context otherwise requires, be to the latest time and date to which such
date has been so extended).
*Tender Instructions*
A separate Tender Instruction must be completed on behalf of each beneficial
owner of the Notes.
In order to participate in, and be eligible to receive the Purchase Price
and the Accrued Interest Payment pursuant to each of the Offer, Noteholders
must validly tender their Notes by delivering, or arranging to have
delivered on their behalf, a valid Tender Instruction in respect of Notes
held by such Noteholders that is received by the Tender Agent by the
Expiration Deadline. See '_Procedures for Participating in the Offer_' in
the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of EUR 100,000 and may thereafter be submitted in integral
multiples of EUR 100,000. Tender Instructions which relate (including after
any pro rata scaling) to a nominal amount of Notes of less than EUR 100,000
will be rejected.
Tender Instructions may be submitted on a 'non-competitive' or a
'competitive' basis, as further described in the Tender Offer Memorandum.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, an 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 may be earlier than the relevant deadlines specified above.
*General*
The complete terms and conditions of the Offer is set forth in the Tender
Offer Memorandum, which will be sent to eligible Noteholders at their
request. Noteholders are urged to read the Tender Offer Memorandum
carefully.
The Company is not under any obligation to accept any tender of Notes for
purchase pursuant to the Offer. Tenders of Notes for purchase may be
rejected in the sole and absolute discretion of the Company for any reason,
and the Company is not under any obligation to Noteholders to furnish any
reason or justification for refusing to accept a tender of Notes for
purchase. *For example, tenders of Notes for purchase may be rejected if the
Offer is terminated, if the Offer does not comply with the relevant
requirements of a particular jurisdiction or for any other reason.*
Notes that are not successfully tendered for purchase pursuant to the Offer
will remain outstanding.
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.
Noteholders are advised that the Company may, in its sole discretion, accept
tenders of Notes pursuant to the relevant Offer on more than one date if
such Offer is extended or re-opened.
The Company has retained Morgan Stanley & Co. International plc to act as
dealer manager (the '*Dealer Manager*') and Lucid Issuer Services Limited to
act as the Tender Agent (the '*Tender Agent*'). Questions or requests for
assistance concerning the terms of the Offer should be directed to the
Dealer Manager or the Tender Agent at:
*Contact Details:*
*THE DEALER MANAGER*
*Morgan Stanley & Co. International plc*
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
Telephone: +44 (0)20 7677 5040
Attention: Liability Management Group
Email: liabilitymanagementeurope@morganstanley.com
*THE TENDER AGENT*
*Lucid Issuer Services Limited*
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: gcp@lucid-is.com
This announcement is made by the Company:
*Grand City Properties S.A.*
1, avenue du Bois
L-1251 Luxembourg
Grand Duchy of Luxembourg
*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 you are in any doubt as to the contents
of this announcement or the Tender Offer Memorandum or the action you should
take, you are recommended to seek your own financial and legal advice,
including as to any tax consequences, immediately from your broker, bank
manager, solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate in the
Offer. None of the Dealer Manager, the Tender Agent and the Company makes
any recommendation as to whether Noteholders should tender Notes for
purchase pursuant to the Offer.
None of the Dealer Manager, the Tender Agent and any of their respective
directors, officers, employees, agents or affiliates assumes any
responsibility for the accuracy or completeness of the information
concerning the Company, the Notes or the Offer contained in this
announcement or in the Tender Offer Memorandum. None of the Company, the
Dealer Manager, the Tender Agent, or any director, officer, employee, agent
or affiliate of any such person, is acting for any Noteholder, or will be
responsible to any Noteholder for providing any protections which would be
afforded to its clients or for providing advice in relation to the Offer,
and accordingly none of the Company, the Dealer Manager, the Tender Agent,
or any director, officer, employee, agent or affiliate of any such person,
(MORE TO FOLLOW) Dow Jones Newswires
November 21, 2018 04:35 ET (09:35 GMT)
