8 April 2015 11:58
Price Sensitive extraordinary operations

IGD annouces an exchage offer in respect of its bonds, to be exchanged for a new senior bond with an annual fixed rate coupon equal to 2.65% and maturity in 2022

The Board of Directors of Immobiliare Grande Distribuzione SIIQ S.p.A. (“IGD” or the “Company”) held today has approved:

  • the issuance of new senior unsecured fixed rate notes for an aggregate amount of up to Euro 294,900,000, maturing on 21 April 2022 (the “New Notes”);
  • the launch of an exchange offer (the “Exchange Offer”) addressed to the holders of the outstanding bonds“€144,900,000 4.335 per cent. Notes due 7 May 2017” (ISIN: XS0927738418) (the “2017 Notes”) and“€150,000,000 3.875 per cent. Notes due 7 January 2019” (ISIN: XS1059383064) (the “2019 Notes”) issued by the Company (the “Existing Notes”). The Exchange Offer is only addressed to the holders of the Existing Notes resident in Italy or abroad, in the absence of any specific authorization under applicable legal and regulatory provisions or by way of exemption from such provisions, excluding the United States, pursuant to Regulation S of the US Securities Act of 1933, having as exchange consideration the New Notes (the “Noteholders”).

The Exchange Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bisof Legislative Decree No. 58 of 24 February 1998, as amended and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

The Exchange Offer will be carried out in accordance with the terms and conditions set out in the Exchange Offer Memorandum approved by the Board of Directors and available starting from 12:00 pm CET on 8 April 2015 from the Dealer Managers and the Exchange Agent (the “Exchange Offer Memorandum”). The present press release should be read jointly with the Exchange Offer Memorandum. Capitalised terms used but not defined in the text of the press release shall have the same meaning as set out in the Exchange Offer Memorandum, unless the context provides otherwise.

The Existing Notes may be exchanged for the New Notes as follows:

Title of Existing Notes ISIN Number Principal Amount Outstanding Exchange Ratio(1) Cash Consideration Title of New Notes
€144,900,000 4.335 per cent. Notes due 7 May 2017 XS0927738418 €144,900,000 €100,000 of New Notes per €100,000 in principal amount of 2017 Notes €5,750 per €100,000 in principal amount of 2017 Notes Euro denominated 2.65 per cent. Senior Notes due in April 2022
€150,000,000 3.875 per cent. Notes due 7 January 2019 XS1059383064 €150,000,000 €1,000 of New Notes per €1,000 in principal amount of 2019 Notes €65 per €1,000 in principal amount of 2019 Notes

(1) In order to be eligible to receive New Notes pursuant to the Exchange Offer, a Noteholder must validly submit for exchange a sufficient principal amount of Existing Notes that will, following the application of the relevant Exchange Ratio (as applicable), and if accepted by the Issuer, be sufficient to entitle such Noteholder to receive a principal amount of New Notes of at least the minimum denomination of €100,000.

 

The Exchange Offer is aimed at allowing the Company to reduce the costs and progressively redefine the existing debt.

 

Exchange Offer Consideration

Each Noteholder whose Existing Notes are accepted for exchange pursuant to the Exchange Offer will receive on the Settlement Date:

  • an equal aggregate principal amount of New Notes for each €100,000 in principal amount of 2017 Notes validly offered and accepted for exchange by the Issuer or an equal aggregate principal amount of New Notes for each €1,000 in principal amount of 2019 Notes validly offered and accepted for exchange by the Issuer (as applicable); and
  • a cash payment of €5,750 per €100,000 in principal amount of 2017 Notes accepted for exchange by the Issuer or a cash payment of €65 per €1,000 in principal amount of 2019 Notes accepted for exchange by the Issuer (as applicable) (the “Cash Consideration”).

Therefore, on the Settlement Date each Noteholder will receive an aggregate principal amount of New Notes equal to the aggregate principal amount of the Existing Notes validly offered, accepted for exchange and delivered in exchange.

 

Accrued Interest Payment

On the Settlement Date, the Company will also pay or procure that there is paid to all Noteholders who have validly offered to exchange their Existing Notes pursuant to the Exchange Offer and which Existing Notes are accepted for exchange, an Accrued Interest Payment equal to interest accrued and unpaid on such Existing Notes from (and including) the immediately preceding interest payment date up to (but excluding) the Settlement Date.

 

The New Notes

The New Notes will be governed by English law and will have the following main features:

  • maturity: seven years from the issue date;
  • issue price equal to 100% of the principal amount (the “New Issue Price”);
  • fixed rate coupon equal to 2.65%, to be paid annually in arrears on 21 April of each year;
  • redemption at maturity at par, plus accrued and unpaid interest, to be calculated as specified above provided that the Company has not exercised any early redemption option provided by the Terms and Conditions of the New Notes;
  • early redemption provisions in certain cases, including on change of control, in accordance with the Terms and Conditions of the New Notes; and
  • listing on the regulated market of the Irish Stock Exchange.

Please see the Exchange Offer Memorandum for further details of the features of the New Notes and a summary of the main differences with the Existing Notes

 

Indicative timetable of the Exchange Offer

Events

Times and Dates

(All times are CET)
Exchange Offer announced. 8 April 2015
Commencement of the Exchange Offer At 12:00 pm on 8 April 2015
Exchange Offer Memorandum available from the Dealer Managers and the Exchange Agent.
ExpirationDeadline  At 3:00 pm on 14 April 2015
Final deadline for receipt of valid Exchange Instructions in order for Noteholders to be able to participate in the Exchange Offer.
ResultsAnnouncement At 5:00 pm on 14 April 2015
Announcement of whether the Company will accept valid offers of Existing Notes for exchange pursuant to the Exchange Offer and, if so accepted, of (a) the aggregate principal amount of the Existing Notes accepted for Exchange, (b) the aggregate principal amount of New Notes to be issued in exchange for Existing Notes.
Settlement Date 21 April 2015
Settlement Date for the Exchange Offer.
Listing of the Notes On or around 21 April 2015
Listing on the regulated market of the Irish Stock Exchange.

 

The Company may extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time as provided in the Exchange Offer Memorandum.

Notwithstanding the fact that it is addressed to a number of Noteholders, the Exchange Offer qualifies as a “related party transaction” in relation specifically to Coop Adriatica S.c.ar.l. and Unicoop Tirreno Società Cooperativa which, on the basis of the information currently available to the Company, are Noteholders and therefore among the addressees of the Exchange Offer.

In light of the foregoing, the aforementioned resolution of the Board of Directors of the Company has been adopted subject to the prior favourable opinion of the Committee on Related Party Transactions of the Company, held on 17 April 2013, given pursuant to Article 8 of CONSOB Regulation No. 17221 of 12 March 2010, as amended.

The information document related to the Exchange Offer as a related-party transaction, drafted pursuant to Article 5 of CONSOB Regulation No. 17221 of 12 March 2010, as amended, will be made available to the public by the Company in accordance with the applicable law.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes whether such intermediary needs to receive instructions from a Noteholder before the deadlines set out above in order for that Noteholder to be able to participate in the Exchange Offer, or, in the limited circumstances in which revocation is permitted, revoke their instruction to participate.The deadlines set by each Clearing System or any intermediary for the submission of Exchange Instructions will also be earlier than the relevant deadlines above.

All announcements made by the Company in relation to the Exchange Offer will be made: (i) by the delivery of notices to the Clearing Systems for communication to Direct Participants; or (ii) by the issue of a press release to a Notifying News Service, and (iii) by publication on the website of the Luxembourg Stock Exchange or the website of the Irish Stock Exchange (based on where the relevant Series of Existing Notes is listed).

Delays, including significant delays, may be experienced in respect of notices delivered to the Clearing Systems and Noteholders are urged to contact the Dealer Managers or the Exchange Agent for the relevant announcements during the course of the Exchange Offer, the contact details for which are on the last page of this press release and the Exchange Offer Memorandum.

The Exchange Offer will be carried out in accordance with the terms and conditions set out in the Exchange Offer Memorandum. Noteholders are invited to read carefully the Exchange Offer Memorandum in order to obtain all the necessary details and information on the terms and conditions of the Exchange Offer as well as on the procedures to participate therein.

The Exchange Offer Memorandum may be obtained from the Dealer Managers and the Exchange Agent, as indicated below.

BNP Paribas, Citigroup Global Markets Limited and Morgan Stanley & Co. International plc are acting as Dealer Managers for the Exchange Offer.

Lucid Issuer Services Limited is acting as Exchange Agent.