DGAP-News: Grand City Properties S.A.

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 IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO PUBLISH OR DISTRIBUTE THIS DOCUMENT.

GRAND CITY PROPERTIES S.A. ANNOUNCES:

OFFER TO THE HOLDERS OF ITS OUTSTANDING (I) EUR500,000,000 2%NOTES DUE 2021 AND (II) EUR450,000,000 0.25% CONVERTIBLE NOTES DUE 2022 TO TENDER SUCH NOTES FOR PURCHASE FOR CASH AND LAUNCH OF AN ISSUANCE OF SENIOR UNSECURED NOTES

19 February 2018.

Grand City Properties S.A. (the "Company") announces today that the board of directors of the Company has decided to offer to the holders of its outstanding (i) EUR500,000,000 2% Notes due 2021 (ISIN: XS1130507053) (the "Senior Notes") and (ii) EUR450,000,000 0.25% Convertible Notes due 2022 (ISIN: XS1373990834) (the "Convertible Notes" and, together with the Senior Notes, the "Notes") to tender such Notes for purchase by the Company for cash (each an "Offer").

Tender Offer in relation to the Senior Notes
The Offer in relation to the Senior Notes is subject to the terms and conditions set out in the tender offer memorandum dated 19 February 2018 (the "Tender Offer Memorandum") prepared by the Company. The Company is under no obligation to purchase any Senior Notes through this Offer process. Settlement of the Offer relation to the Senior Notes is expected to occur on 27 February 2018.

Tender Offer in relation to the Convertible Notes
The purchase price per EUR 100,000 principal amount of the Convertible Notes will be between EUR 100,750 and EUR 101,000 including any accrued interest. The final purchase price and the total number of the Convertible Notes and the total number of the Convertible Notes expected to be acquired will be determined on the basis of a reverse bookbuilding process, expected to close on 19 February 2018 at 18:00 CET, subject to the Company's right to accelerate. Once the holders of the Convertible Notes have submitted offers to sell, the Company will decide whether, to what extent and at what price (if any), it will purchase the Convertible Notes. The Company is under no obligation to purchase any Convertible Notes through this Offer process. Settlement of the Offer in relation to the Convertible Notes is expected to occur on 26 February 2018.

The Company is not under any obligation to accept any tender of any Senior Notes and/or Convertible Notes for purchase pursuant to the Offer, and tenders of Senior Notes and/or Convertible Notes for purchase may be rejected in the sole and absolute discretion of the Company for any reason.

If after the Settlement Date purchases (and corresponding cancellations) and/or redemptions and/or conversion in regards to the Convertible Notes should have been effected in respect of 80 per cent or more in aggregate principal amount of the Senior Notes and/or Convertible Notes, as the case may be, the Company intends to redeem all of the then outstanding Senior Notes and/or Convertible Notes, as the case may be, at their principal amount, together with accrued but unpaid interest, if any, to (but excluding) the redemption date pursuant to the terms and conditions of the Senior Notes and/or Convertible Notes, as the case may be.

The Offers are not open to any persons located or resident in the United States or that are otherwise U.S. Persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended), or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Offers or any participation therein would be unlawful.

The Company also announces today that it has launched an issuance of EUR benchmark size senior unsecured notes due 2027 (the "New Notes") under the Euro Medium Term Note Programme. The New Notes will be admitted to trading on the regulated market of the Irish Stock Exchange.

The purpose of the Offers is to proactively manage debt redemptions. The Company intends to use the amount raised by the New Notes to re-finance and/or repay existing debt, including in connection with the Offer.

Deutsche Bank AG, London Branch, Goldman Sachs International, BofA Merrill Lynch and Morgan Stanley & Co. International plc are acting as Joint Dealer Managers for the tender offer.

About the Company

The Company is a specialist in residential real estate, value-add opportunities in densely populated areas in Germany. The Company's strategy is to improve its properties through targeted modernization and intensive tenant management, and then create value by subsequently raising occupancy and rental levels. Further information: www.grandcityproperties.com

Grand City Properties S.A. (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 1, Avenue du Bois, L-1251 Luxembourg, Grand Duchy of Luxembourg and being registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés Luxembourg) under number B 165 560. The shares of Grand City Properties are listed on the Prime Standard segment of Frankfurt Stock Exchange.

Contact:
Grand City Properties S.A.
1, Avenue du Bois
L-1251 Luxemburg
T: +352 28 77 87 86
E: info@grandcity.lu
www.grandcityproperties.com

Press Contact:
Katrin Petersen
Grand City Properties S.A.
T: +49 (30) 374-381 5218
E: katrin.petersen@grandcity.lu

DISCLAIMER

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED KINGDOM TO (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER), (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS COMMUNICATION MUST NOT BE READ, ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EEA), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC, AS AMENDED (THE PROSPECTUS DIRECTIVE) (QUALIFIED INVESTORS). ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY OFFER (AN INVESTOR) OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT ANY SECURITIES ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE COMPANY OR ANY OF THE MANAGERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

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.