DGAP-Ad-hoc: Global Fashion Group S.A. / Key word(s): Financing
NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAWS.
The pricing of the offering of the Convertible Bonds will be determined based on an accelerated bookbuilding. The Convertible Bonds will be offered solely to institutional investors in certain jurisdictions outside the United States of America, Australia, South Africa and Japan via a private placement. In Canada, the offering will only be made in the provinces of Ontario, Québec, British Columbia or Alberta, to institutional investors who are both an accredited investor and a Canadian permitted client under applicable Canadian securities laws. The pre-emptive rights of existing shareholders of the Company to subscribe for the Convertible Bonds are excluded.
The Company will be entitled to redeem all, but not some only, of the Convertible Bonds outstanding at their principal amount plus accrued interest at any time (i) on or after the date fixed for redemption (which will be no earlier than 14 May 2025) if the stock exchange price per GFG share amounts to at least 130% of the then relevant conversion price over a certain period or (ii) if 15% or less of the aggregate principal amount of the Convertible Bonds remain outstanding. Holders of the Convertible Bonds will be entitled to require an early redemption of their Convertible Bonds at their principal amount plus accrued but unpaid interest on the fifth anniversary of the Convertible Bonds' issue.
The Company is entitled to make a cash payment in lieu of delivering Shares if and to the extent on the settlement date the Company is unable to deliver Shares upon conversion.
The Company is also entitled to fulfill its obligation to redeem the Convertible Bonds in cash by redeeming all of the Convertible Bonds by delivering Shares and, if applicable, paying an additional cash amount and accrued interest.
The Company intends to apply for the Convertible Bonds to be included to trading on the unregulated Open Market Segment (Freiverkehr) of the Frankfurt Stock Exchange.
Use of Proceeds
As part of the transactions, the Company has agreed to a lock-up period of 90 days, subject to customary exceptions.
Person making the notification:
03-March-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||Global Fashion Group S.A.|
|Phone:||+352 691 20 56 54|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Dusseldorf, Tradegate Exchange; Luxembourg Stock Exchange|
|EQS News ID:||1172912|
|End of Announcement||DGAP News Service|
1172912 03-March-2021 CET/CEST