DGAP-News: Grand City Properties S.A.

DGAP-News: Grand City Properties S.A.,: ANNOUNCES FINAL RESULTS OF CASH TENDER OFFER AND SUCCESSFULLY PLACES EUR 500 MILLION OF NEW BONDS

Grand City Properties S.A., / Schlagwort(e): Anleihe/Extra keyword

24.10.2014 16:22

Veröffentlichung einer Corporate News, übermittelt durch DGAP - ein Service der EQS Group AG. Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

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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 TO ANY U.S. PERSON (DEFINED AS BELOW) OR IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL.

GRAND CITY PROPERTIES S.A. ANNOUNCES FINAL RESULTS OF CASH TENDER OFFER AND SUCCESSFULLY PLACES EUR 500 MILLION OF NEW BONDS

24 October 2014.

Grand City Properties S.A. (the "Company") announces today the final results of its invitation (such invitation the "Offer") to holders of the Company's outstanding EUR 350 million 6.25 per cent. senior secured series B bonds due 2020 (the "Series B Bonds") to tender their Series B Bonds for purchase by the Company.

The Offer was announced on 20 October 2014 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 20 October 2014 (the "Tender Offer Memorandum") prepared by the Company in connection with the Offer. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 5.00 p.m. (CET time) on 23 October 2014.

Final Results

As at the Expiration Deadline, the Company had received valid tenders of EUR 331,833,000 in aggregate principal amount of Series B Bonds for purchase pursuant to the Offer.

The Company has decided (subject to satisfaction of the New Financing Condition) to set the Total Purchase Funds Available at EUR 371,880,242.88. Accordingly, the Company will (subject to satisfaction of the New Financing Condition) accept for purchase all valid tenders of Series B Bonds in full, with no scaling.

Subject to satisfaction of the New Financing Condition, the cash purchase price the Company will pay for Series B Bonds validly tendered and accepted for purchase will be 109.5 per cent. of the principal amount of the relevant Series B Bonds, together with all accrued and unpaid interest in respect of those Series B Bonds.

The Settlement Date in respect of any Series B Bonds accepted for purchase is expected to be 31 October 2014. Following settlement of the Offer, EUR 18,167,000 in aggregate principal amount of the Series B Bonds will remain outstanding.

Series D Bonds

In addition, the Company announces the successful placing of EUR 500 million, in aggregate principal amount of new fixed-rate secured bonds, due 2021 with a coupon of 2 per cent. and a price of 95.564% of their principal amount (the "Series D Bonds"). The offer was over-subscribed.

The New Issue Settlement Date is expected to be 29 October 2014.

The Series D Bonds are in denominations of EUR 100,000 and are exclusively offered to institutional investors outside the United States, Canada, Australia, Italy, South Africa, Japan and any other countries in which the offer and sale of securities is subject to special legal restrictions. Application will be made to the Irish Stock Exchange for the Series D Bonds to be admitted to trading on its regulated market.

Purchases of Series B Bonds under the Offer are conditional upon satisfaction of the New Financing Condition, being the successful completion (in the determination of the Issuer) of the issue of the Series D Bonds, as further described in the Tender Offer Memorandum.

Morgan Stanley & Co. International plc is acting as the Sole Dealer Manager and The Bank of New York Mellon is acting as the Tender Agent. In relation to the new issue of Series D Bonds, the sole global co-ordinator is Morgan Stanley & Co. International plc and the joint bookrunners are Morgan Stanley & Co. International plc, J.P. Morgan Securities plc and Deutsche Bank AG, London Branch.

SOLE DEALER MANAGER, SOLE GLOBAL COORDINATOR AND JOINT BOOKRUNNER Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Telephone: +44 20 7425 5146 Attention: Liability Management Email: liabilitymanagementeurope@morganstanley.com

TENDER AGENT The Bank of New York Mellon One Canada Square London E14 5AL United Kingdom Telephone: +44 1202 689644 Attention: Debt Restructuring Services Email: debtrestructuring@bnymellon.com

JOINT BOOKRUNNER J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom

JOINT BOOKRUNNER Deutsche Bank AG, London Branch Winchester House Winchester Street London EC2N 2DB United Kingdom

About the Company

Grand City Properties (ISIN: LU0775917882) is a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 24, Avenue Victor Hugo , L 1750 Luxembourg and being registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés Luxembourg) under number B 165560.

The Company is a specialist real estate company focused on investing in and managing turnaround opportunities in the real estate property market in Germany, primarily in densely populated areas. The Company's strategy is to improve its properties through targeted modernisation and intensive tenant management, and then create value by subsequently raising occupancy and rental levels. For the six months ending 30 June 2014, the Company reported an EBITDA of EUR 143.5 million (YOY increase of 107%), and a net profit of EUR 122.1 million (YOY increase of 111%). EPRA NAV amounts to EUR 1,005 million and EUR 1,276 million assuming full conversion of the convertible bond. Since May 2012, Grand City Properties is listed on the Frankfurt Stock Exchange Entry Standard. The company is rated BB+ by Standard and Poors (stable outlook). Further information: www.grandcityproperties.com.

Contact: Grand City Properties S.A. 24, Avenue Victor Hugo L 1750 Luxemburg T: +352 28 77 87 86 www.grandcityproperties.com

Press Contact: Katrin Petersen Grand City Properties S.A. T: +49 (30) 887088-1128 E: katrin.petersen@grandcity.lu www.grandcityproperties.com

Disclaimer:

THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE TENDER OFFER MEMORANDUM. IT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF FACTORS.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction in relation to the Series D Bonds that would permit a public offering of securities and the minimum denomination of the Series D Bonds will be EUR100,000.

This announcement is not an offer of securities for sale in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The Series D Bonds 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, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons (except pursuant to an exemption from the registration requirements of the Securities Act).

Nothing in this announcement or the electronic submission thereof constitutes an offer to sell or the solicitation of an offer to buy the Series D Bonds in any jurisdiction.

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