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Grand City Properties S.A. (IRSH)
Grand City Properties S.A. announces the Clearing Spread and the indicative
results of the offer to the holders of its outstanding EUR500,000,000 2.00
per cent. Notes due 2021 to tender such Notes for purchase for cash
05-Dec-2018 / 09:07 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.*
*5 December 2018*
*Grand City Properties S.A. announces the Clearing Spread and the indicative
results of the offer to the holders of its outstanding EUR500,000,000 2.00
per cent. Notes due 2021 to tender such Notes for purchase for cash at a
price to be calculated by reference to a purchase spread determined pursuant
to a modified Dutch auction*
Grand City Properties S.A. (the '*Company*') announces today the Clearing
Spread and the indicative results of the offer to the holders of its
EUR500,000,000 2.00 per cent. Notes due 2021 (of which EUR138,800,000 are
currently outstanding, the '*Notes*') 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 '*Offer*').
The Offer was announced on 21 November 2018 and was made 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.
Capitalized terms used in this announcement but not defined have the
meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer was 5:00 p.m. (CET) on 4 December
2018.
Notes in an aggregate principal amount of EUR 113,800,000 were validly
tendered for purchase pursuant to the Offer. The Company intends to accept
for purchase all Notes validly tendered pursuant to the Offer on the terms
set out in the following table:
*Indicative
Final
*Description of *ISIN / Common Acceptance *Clearing
the Notes* Code* Amount* Spread*
EUR500,000,000 XS1130507053 / EUR
2.00 per cent. 113050705 113,800,000 15 bps
Notes due 2021
The Final Acceptance Amount, the Purchase Yield, the Purchase Price, the
Accrued Interest and the final aggregate nominal amount of Notes that will
remain outstanding after the Settlement Date will be determined at 11 a.m.
(CET) today and be announced as soon as reasonably practicable thereafter.
The settlement of the Notes accepted for purchase pursuant to the Offer is
expected to take place on 10 December 2018.
The Company might further purchase Notes in the open market or otherwise.
Following the closing of the Offer, purchases (and corresponding
cancellations) and/or redemptions will have been effected in respect of 80
per cent or more in aggregate principal amount of the Notes, and as a result
the Company will have the option 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.
*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,
makes any recommendation as to whether Noteholders should tender Notes in
the Offer. None of the Dealer Manager, the Tender Agent nor any of their
respective directors, officers, employees, agents or affiliates assumes any
responsibility for any failure by the Company to disclose information with
regard to the Company or the Notes which is material in the context of the
Offer and which is not otherwise publicly available.
*Offer and distribution restrictions*
Neither this announcement, the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Notes (and tenders of Notes in the Offer will not be accepted
from Noteholders) 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 their respective affiliates is such a licensed
broker or dealer in any such jurisdiction, the Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be, on behalf
of the Company in such jurisdiction.
The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions is restricted by law. Persons into whose possession
this announcement or the Offer come are required by the Company, the Dealer
Manager and the Tender Agent to inform themselves about, and to observe, any
such restrictions.
ISIN: LU0775917882, XS1130507053, XS1191320297, XS1220083551,
XS1491364953, XS1373990834, XS1654229373, XS1811181566,
XS1706939904, XS1763144604, XS1781401085, CH0401956872
Category Code: MSCL
TIDM: IRSH
LEI Code: 5299002QLUYKK2WBMB18
Sequence No.: 6760
EQS News ID: 754583
End of Announcement EQS News Service
(END) Dow Jones Newswires
December 05, 2018 03:08 ET (08:08 GMT)
