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Grand City Properties S.A. (IRSH)
Grand City Properties S.A. announces the pricing and the result 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 / 12:55 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 pricing and the result 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 result of the offer
to the holders of its EUR500,000,000 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 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 decided to accept for purchase all Notes
validly tendered pursuant to the Offer on the terms set out in the following table:
*Final
Accept *Accrued
*Description ance *Purchase Interest
of the *ISIN / Amount *Clearing *Inter-polated Yield *Purchase per
Notes* Common Code* * Spread* Mid-Swap Rate* (annual)* Price** Note*
EUR XS1130507053 EUR 15 bps -0.044 per 0.106 per 105.454 0.230769
500,000,000 / 113050705 113,80 cent. cent. per cent. per
2.00 per 0,000 cent.
cent. Notes
due 2021
* Excluding any accrued interest.
The settlement of the Notes accepted for purchase pursuant to the Offer is expected to
take place on 10 December 2018. Following the settlement of the Offer, Notes in an
aggregate principal amount of EUR 25,000,000 will remain outstanding.
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 to Purchase 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.: 6767
EQS News ID: 754759
End of Announcement EQS News Service
(END) Dow Jones Newswires
December 05, 2018 07:21 ET (12:21 GMT)
