Issues

Consent Solicitation - Exchange and Tender Offer 2023

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY, RELEASED, PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY TO U.S. PERSONS TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, 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 OF AMERICA OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE UNITED STATES) OR IN ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THE INFORMATION CONTAINED HEREIN MAY BE PROHIBITED BY LAW

The Exchange Offer, the Tender Offer and the Consent Solicitation are only being made outside the United States (i.e. the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia) and any jurisdiction where participation in the Exchange Offer, in the Tender Offer and in the Consent Solicitation would be unlawful (the “Other Jurisdictions”), to persons other than “U.S. persons” (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)). Any purported participation in the Exchange Offer, in the Tender Offer and in the Consent Solicitation resulting directly or indirectly from a violation of these restrictions will be invalid and any participation in the Exchange Offer, in the Tender Offer and in the Consent Solicitation by a person that is located or resident in the United States or any Other Jurisdiction or that is a U.S. person or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a beneficial owner that is giving instructions from within the United States or that is a U.S. person will not be accepted. These materials are not an offer of securities for sale in the United States or any Other Jurisdiction or to any U.S. person. The Securities have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

All persons viewing the material contained herein (including without limitation, custodians, trustees and nominees) should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable law. Neither Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A. nor any other party involved in a potential transaction, nor any other person, assumes any liability by any part of any such restriction.

The Exchange Offer, the Tender Offer and the Consent Solicitation do not constitute an offer to the public within the meaning of Article 2(d) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and any applicable provision of Legislative Decree No. 58 of 24 February 1998, as amended.

The Exchange Offer, Tender Offer and Consent Solicitation Memorandum (the “Memorandum”) has not been or shall not be distributed in the Republic of Italy and abroad except to qualified investors (investitori qualificati) as defined in Article 2(e) of the Prospectus Regulation and any applicable provision of Legislative Decree No. 58 of 24 February 1998, as amended. The Memorandum has not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa.

By clicking on the “I Agree” button, I certify that: (1) I am not a resident of or physically present in the United States or any other jurisdiction where distribution of the information herein or participation in the Exchange Offer, in the Tender Offer and in the Consent Solicitation would be prohibited and I am not a U.S. Person or a agent, fiduciary or other intermediary acting on a non-discretionary basis for a beneficial owner that is giving instructions from within the United States or that is any U.S. person, (2) I am an eligible counterparty or a professional client (each as defined in Directive 2014/65/EU, as amended) or an eligible counterparty (as defined in the United Kingdom Financial Conduct Authority’s Handbook Conduct of Business Sourcebook) or a professional client (as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and (3) I am otherwise a person to whom the Exchange Offer, the Tender Offer and the Consent Solicitation can be lawfully made and that may lawfully participate in the Exchange Offer, in the Tender Offer and in the Consent Solicitation. I agree that I will not reproduce or transmit or otherwise send any information contained in this website to any person or to publications with a general circulation in the United States or any Other Jurisdiction and that I am permitted to review electronic versions of these materials under applicable law.

Notice of call

Notice of Meeting in extraordinary session of the securityholders of the outstanding “€400,000,000 2.125 per cent. Fixed Rate Notes due 28 November 2024” (ISIN: XS2084425466) of IGD (178 KB – pdf)

NOTICE OF MEETING IN EXTRAORDINARY SESSION OF THE SECURITYHOLDERS

of the outstanding “€400,000,000 2.125 per cent. Fixed Rate Notes due 28 November 2024” (ISIN: XS2084425466) (the “Existing Notes” or the “Securities”) of Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A. (“IGD” or the “Issuer”)

The meeting of the securityholders (the “Existing Noteholders” or the “Securityholders”) is convened, on single call, in Bologna (BO), Via Trattati Comunitari Europei 1957-2007, no. 13, on 14 November 2023, at 5 p.m. (CET) as per the methods described herein to discuss and resolve on the following

AGENDA

Approval, pursuant Article 2415, paragraph 1, n. 2 of the Italian Civil Code, and by means of an extraordinary resolution, of amendments to the terms and conditions of the “€400,000,000 2.125 per cent. Fixed Rate Notes due 28 November 2024” (ISIN XS2084425466) consisting, inter alia, in the amendment of the maturity, the early redemption options, and interest; related and consequent resolutions.

It is submitted to the meeting the following proposal of extraordinary resolution, concerning the approval of amendments to the terms and conditions of the Securities (the “Extraordinary Resolution”) which have been previously approved by the Board of Directors of the Issuer on 11 November 2019, pursuant to the terms and conditions of the Securities (the “Conditions”).

EXTRAORDINARY RESOLUTION

“The meeting (the “Meeting”) of the securityholders (the “Securityholders”) of the “€400,000,000 2.125 per cent. Fixed Rate Notes due 28 November 2024” (ISIN XS2084425466) (the “Securities”), issued by Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A. or abbreviated IGD SIIQ S.p.A. (the “Issuer”) based on a resolution of the Board of Directors of the Issuer dated 11 November 2019;

resolves:

to approve, pursuant to Article 2415, paragraph 1, n. 2 of the Italian Civil Code, the amendments to the terms and conditions of the Securities, as analytically set out in the document attached as annex A to the minutes of this Meeting, consisting, inter alia, in the amendment of the maturity, the early redemption options and interest of the Securities;
to approve the amendment of the agency agreement dated 28 November 2019 (the “Agency Agreement”) entered into between the Issuer and BNP Paribas, Luxembourg Branch (formerly BNP Paribas Securities Services, Luxembourg Branch), in its capacity as paying agent (the “Paying Agent“), by way of a supplemental agency agreement in the manner set out in the draft of the supplemental agency agreement which, if this Extraordinary Resolution is duly passed, will be entered into between the Issuer and the Paying Agent to amend the terms and conditions of the Agency Agreement in connection, among others, with the amendment of the terms and conditions of the Securities (the “Supplemental Agency Agreement”), the draft of the Supplemental Agency Agreement being substantially in the form submitted to the Meeting and made available on the Issuer’s website;
to approve the amendments to the deed of covenant of November 28, 2019 (il “Deed of Covenant”) entered into by the Issuer, through a so-called amended deed of convenant in accordance with the provisions of the draft of such amended deed of convenant, which, in the event of lawful approval of this Extraordinary Resolution, will be entered into by the Issuer for the purpose of amending the terms and conditions of the Deed of Covenant in the framework of, inter alia, the amendment of the Securities (the “Amended Deed of Covenant”), the draft of the Amended Deed of Covenant being substantially in the form submitted to the Meeting and made available on the Issuer’s website;
to authorise, instruct, request, delegate and empower the Issuer to (i) subscribe the Amended Deed of Covenant and the Supplemental Agency Agreement, as well as the new Global Notes (if any) and the amended Global Notes; and (ii) authorise, instruct, request, delegate and empower the Paying Agent to execute the Supplemental Agency Agreement, the draft of the Supplemental Agency Agreement being substantially in the form submitted to the Meeting and made available on the Issuer’s website, with such amendments (if any) thereto as the Issuer may deem appropriate in its absolute discretion and to arrange and refine all such other deeds, instruments, acts and things as may be necessary or expedient to carry out and to give effect to this Extraordinary Resolution and the implementation of the amendments referred to in paragraphs 1 to 3 of this Extraordinary Resolution;
to approve the preparation of, and entry into of, any documentation in relation thereto which the competent authorities may require to be prepared in connection with the amendment to the Securities and related amendments described in this Extraordinary Resolution;
to authorise, instruct, request, delegate and empower the Paying Agent to enter into and refine, in its absolute discretion all such deeds, instruments, acts and things as may be necessary or expedient to carry out and to give effect to this Extraordinary Resolution;
to waive any claim that the Securityholders may have against the Paying Agent arising as a result of any loss or damage (including legal fees and taxes) which the Securityholders may suffer or incur as a result of the Paying Agent taking any action in accordance with this Extraordinary Resolution and the Securityholders further confirm that they will not seek to hold the Paying Agent liable for any such loss or damage (including legal fees and taxes), whether or not such losses were foreseeable to the Paying Agent;
to acknowledge and recognize that the matters – and more generally – the resolutions on the agenda do not extinguish or replace the obligations deriving from the Securities or otherwise arising out therefrom;
to acknowledge and recognize that capitalised terms used in this Extraordinary Resolution and not otherwise defined have the same meanings as given to them in the Terms and Conditions and in the Agency Agreement;
to approve, authorise and assent to every abrogation, amendment and modification, compromise or arrangement in respect of the rights of the Securityholders against the Issuer whether such rights shall result from the Agency Agreement or pertain to or result from this Extraordinary Resolution, the amendments referred to in this Extraordinary Resolution (including but not limited to the amendment of the maturity, the early redemption options, and interest of the Securities), or their implementation and/or the amendments and modifications to the Agency Agreement or their implementation (in the manner set out in the draft Supplemental Agency Agreement); and
vest the Board of Directors – and, on its behalf, the Charmain and the Chief Executive Officer, severally and with power to sub-delegate – with any powers necessary to implement the resolutions set out in the paragraphs above and carry out anything required, appropriate, instrumental and/or connected for the successful implementation of these resolutions.”

Press releases

05/10/2023

IGD – CS (issuance – exchange – tender – consent solicitation) (104 KB – pdf)

14/11/2023

Final results of exchange/tender offer, issue of a new senior bond, approval by the Noteholders’ Meeting of consent solicitation and update of the FFo guidance FY2023 (248 KB – pdf)

23/11/2023

Information of the effectiveness of the amendments to the notes “€400,000,000 2.125 per cent. Fixed Rate Notes due 28 Nov 2024” ISIN: XS2084425466 (132 KB – pdf)

Documents

10/05/2023

Consent Solicitation, Exchange and Tender Offer Memorandum (2 MB – pdf)

Draft Supplemental Agency Agreement – Subject to Completion (663 KB – pdf)

Fiscal Agency Agreement (560 KB – pdf)

Draft Deed of Covenant – Subject to Completion (425 KB – pdf)

Deed of Covenant (77 KB – pdf)

Draft Permanent Global Note – Subject to Completion (411 KB – pdf)

Explanatory report_Meeting of the Securityholders (476 KB – pdf)

Launch Announcement Notice (301 KB – pdf)

11/14/2023

IGD – Results Notice (435 KB – pdf)

11/17/2023

Summary of the adopted resolutions of the Noteholders’ Meeting (212 KB – pdf)

Votes

Proxy form (241 KB – pdf)

2022 bond issue

By clicking the links below, you will certify to IGD SIIQ SPA that:

you are not a resident of, or located in the U.S.;
you are not a “U.S. person” as defined in Rule 902 of Regulation S under the United States Securities Act of 1933, including, without limitation (a) a natural person resident in the United States; (b) a partnership or corporation organized or incorporated under the laws of the United States; (c) a trust of which any trustee is a U.S. person; or (d) an agency or branch of a foreign entity located in the United States;
you are not located in, nor a citizen or resident of, any jurisdiction in which access to the materials presented on the following pages may be prohibited or restricted by applicable law or regulation;
you do not act and will not act on behalf of or for the account of benefit of any U.S. person;
you have read and understood the restrictions mentioned above and you further acknowledge that the information and materials presented in the following pages neither constitute an offer nor an invitation nor a recommendation to subscribe to or to purchase, to hold or sell securities; and
you agree not to transfer any information or documentation contained on this website to the United States and any other jurisdiction in which such offer or solicitation would require the approval of local authorities or would otherwise be unlawful.

In order to comply with applicable legal restrictions, access to these materials is limited to those persons who make the certification described above.

23/03/2022

IGD approves the first senior green issuance (71 KB – pdf)

Green Financing Framework (619 KB – pdf)

Second Party Opinion (SPO) (824 KB – pdf)

2019 bond issue

THESE MATERIALS DO NOT CONTAIN OR CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER OR AN OFFER OF SECURITIES FOR SALE, OR SOLICITATION OF AN OFFER TO PURCHASE SECURITIES OR ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSON AS DEFINED IN THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT“) (A “U.S. PERSON“) OR ANY OTHER JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD REQUIRE THE APPROVAL OF LOCAL AUTHORITIES OR OTHERWISE BE UNLAWFUL (THE “OTHER COUNTRIES“). THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR PURSUANT TO THE CORRESPONDING REGULATIONS IN FORCE IN ANY OTHER COUNTRY AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. NO PUBLIC OFFERING OF SUCH SECURITIES IS INTENDED TO BE MADE IN THE UNITED STATES OR IN THE OTHER COUNTRIES. PERSONS WHO ARE PHYSICALLY LOCATED IN IN THE UNITED STATES OR IN THE OTHER COUNTRIES MUST INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS.

11/11/2019

IGD announces a new issuance of notes and the refinancing of certain outstanding notes

12/11/2019

Minutes of the meeting of the BoD held on 11 November 2019 (193 KB – pdf)

Publication of the minutes of the Board of Directors of 11 November 2019

20/11/2019

Results of the tender offers on certain outstanding notes

22/11/2019

Determination of the CEO regarding hte conditions of the new notes (251 KB – pdf)

28/11/2019

Repurchase and cancellation of certain notes and issue of new notes

2016 bond issue

31/05/2016

Minutes of the Board of Directors regarding the 2016 bond issue (48 KB – pdf)

2015 bond issue

08/04/2015

Minutes of the Board of Directors regarding the 2015 new senior bond issue (270 KB – pdf)

2014 bond issue

17/04/2014

Minutes of the Board of Directors regarding the 2014 bond issue (256 KB – pdf)

2013 bondholders' meeting

Notice of call

Notice of call 2013 Bondholders’ Meeting (98 KB – pdf)

Templates to be used for the issuance of Voting Certificates and Voting Instructions may be obtained by eligible bondholders by contacting The Bank of New York Mellon (the ‘Tabulation Agent’), via:

telephone: +44(0)20.7964.4958
Fax +44(0)20.7964.2536
email: debtrestructuring@bnymellon.com.

Copies of the Consent Solicitation Statement are made available to Bondholders through Euroclear Bank S.A. / N.V. and Clearstream Banking, société anonyme.

Documents

16/05/2013

Minutes of the Board of Directors regarding the 2013 issue of a senior bond (221 KB – pdf)

30/04/2013

Minutes of the 2013 bondholders’ meeting (364 KB – pdf)

2010 bondholders' meeting

Notice of call of the 2010 Bondholders’ Meeting (115 KB – pdf)

Explanatory report of the 2010 Bondhlders’ meeting (551 KB – pdf)

2010 Notice to the Holders of the bearer bonds (49 KB – pdf)

Minutes of the Bondholders’ meeting 2010 (46 KB – pdf)

Issues

Our bond issues

The Exchange Offer, the Tender Offer and the Consent Solicitation do not constitute an offer to the public within the meaning of Article 2(d) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and any applicable provision of Legislative Decree No. 58 of 24 February 1998, as amended.

By clicking the links below, you will certify to IGD SIIQ SPA that:

you are not a resident of, or located in the U.S.;

you are not located in, nor a citizen or resident of, any jurisdiction in which access to the materials presented on the following pages may be prohibited or restricted by applicable law or regulation;

you do not act and will not act on behalf of or for the account of benefit of any U.S. person;

you have read and understood the restrictions mentioned above and you further acknowledge that the information and materials presented in the following pages neither constitute an offer nor an invitation nor a recommendation to subscribe to or to purchase, to hold or sell securities; and

you agree not to transfer any information or documentation contained on this website to the United States and any other jurisdiction in which such offer or solicitation would require the approval of local authorities or would otherwise be unlawful.

In order to comply with applicable legal restrictions, access to these materials is limited to those persons who make the certification described above.