14 April 2015 19:36

Results of the exchange 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 2022

Results of the exchange offer in respect of its “€144,900,000 4.335 per cent. Notes due 7 May 2017” and “€150,000,000 3.875 per cent. Notes due 7 January 2019” notes, to be exchanged for new senior notes with an annual fixed rate coupon of 2.65% and maturity in 2022

Bologna, 14 April 2015 – Immobiliare Grande Distribuzione SIIQ S.p.A. (“IGD” or the “Company”) announces the results of the Exchange Offer, disclosed to the market on 8 April 2015 (the “Exchange Offer”), addressed to the holders of the outstanding “€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 (together, the “Existing Notes”) having as consideration senior unsecured fixed rate notes maturing on 21 April 2022 (the “New 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 as amended) (the “Noteholders”).

The Exchange Offer is 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 8 April 2015 from the Dealer Managers and the Exchange Agent (the “Exchange Offer Memorandum”) to which reference is made in its entirety.

At the expiration of the Exchange Offer, set today at 15.00 (CET), the Company has received (i) offers for an overall principal amount of 2017 Notes equal to € 136,900,000; and (ii) offers for an overall principal amount of 2019 Notes equal to € 25,100,000.

The Company accepted all the offers received. IGD may issue, in the context of the Exchange Offer, an overall principal amount of New Notes equal to € 162,000,000.

The settlement of the Exchange Offer is expected to take place on 21 April 2015 (the “Settlement Date”).

 

We are satisfied of the successful outcome of the exchange offer, which surpassed our expectations and enables us to extend our debt maturity as well as to start reducing the debt average costs of the Group” Claudio Albertini, Chief Executive Officer of IGD stated.

 

The New Notes

On the Settlement Date, IGD will issue New Notes in the denominations of €100,000 and integral multiples of €1,000 in excess thereof, up to and including €199,000, for an overall principal amount equal to € 162,000,000.

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;
  • 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, 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;
  • ISIN code: XS1221097394;
  • listing on the regulated market of the Irish Stock Exchange.

 

Cash Consideration and Accrued Interest

On the Settlement Date, the Company will also pay or procure to be paid to all Noteholders whose Existing Notes are accepted for exchange, pursuant to the Exchange Offer, a Cash Consideration payment and 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 terms and conditions of the Exchange Offer are defined 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. 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 acts as Exchange Agent.