Grand City Properties S.A. announces offer to the holders of its outstanding EUR 500,000,000 2.00 per cent. Notes due 2021 to tender such Notes for purchase by the Company for cash

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.

21 November 2018

Grand City Properties S.A. announces offer to the holders of its outstanding EUR 500,000,000 2.00 per cent. Notes due 2021 to tender such Notes for purchase by the Company for cash at a price to be calculated by reference to a purchase spread determined pursuant to a modified Dutch auction

The Board of Grand City Properties S.A. (the 'Company') has decided today to offer to the holders of its EUR 500,000,000 2.00 per cent. Notes due 2021 (of which EUR 138,800,000 are currently outstanding, the 'Notes') to tender such Notes for purchase by the Company for cash (the 'Offer').

The Offer shall be subject to the terms and conditions set out in the tender offer memorandum dated 21 November 2018 (the 'Tender Offer Memorandum') prepared by the Company.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

If after the Settlement Date purchases (and corresponding cancellations) and/or redemptions should have been effected in respect of 80 per cent or more in aggregate principal amount of the Notes, the Company intends to redeem all of the then outstanding Notes 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 Notes. The Company has previously purchased EUR 361,200,000 of the Notes, representing 72.2% of the aggregate principal amount of the Notes issued.

Rationale for the Offer

The purpose of the Offer is to proactively manage upcoming debt redemptions.

The Offer

The 'Purchase Price' in respect of the Notes will be determined by the Dealer Manager at the Pricing Time in accordance with market convention, and will be the price which reflects the yield to maturity on the Settlement Date equal to the sum (such sum, the 'Purchase Yield') of (a) the Interpolated Mid-Swap Rate (as defined in the Tender Offer Memorandum) and (b) the Clearing Spread (as defined below). Specifically, the Purchase Price per EUR 100,000 in principal amount of the Notes will equal (a) the value per EUR 100,000 in principal amount of all remaining payments of principal and interest due to be made up to and including the maturity date of the Notes, discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) the Accrued Interest, all calculated in accordance with the formula set forth in the Tender Offer Memorandum and rounded to the nearest EUR 0.01 (with EUR 0.005 being rounded upwards).

Modified Dutch Auction Procedure

If the Company decides to accept any tenders of Notes, it will determine the purchase spread in whole basis points (the 'Clearing Spread') for the Notes in accordance with the Modified Dutch Auction Procedure described below. The Clearing Spread in respect of the Notes will apply to all Notes accepted for purchase and shall be the lower of (i) the Maximum Purchase Spread and (ii) the single highest spread specified in Competitive Tender Instructions by tendering Noteholders that will enable the Company to purchase its desired principal amount of Notes, or, if no Competitive Tender Instructions are tendered in respect of the Notes, the Maximum Purchase Spread. Following the Expiration Deadline and subject to the foregoing, the Company will determine the Clearing Spread for the Notes in its sole and absolute discretion.

Under the Modified Dutch Auction Procedure, the Company will determine, in its sole discretion (i) the aggregate nominal amount of Notes (if any) (such amount, the 'Final Acceptance Amount') that it will accept for purchase pursuant to the Offer, and (ii) the Clearing Spread that will be used in the calculation, at the Pricing Time, of the Purchase Yield and the Purchase Price for Notes validly tendered and accepted for purchase pursuant to the Offer, in each case taking into account the aggregate nominal amount of Notes tendered and the purchase spreads at which such Notes are tendered (or deemed to be tendered, as set out below).

Under the Modified Dutch Auction Procedure, Noteholders may submit Tender Instructions on a 'non-competitive' or a 'competitive' basis, as follows:

(a) a 'Non-Competitive Tender Instruction' is a Tender Instruction that either (i) does not specify a purchase spread, or (ii) specifies a purchase spread equal to the Maximum Purchase Spread. Each Non-Competitive Tender Instruction that does not specify a purchase spread, will be deemed to have specified the Maximum Purchase Spread; and

(b) a 'Competitive Tender Instruction' is a Tender Instruction that specifies a purchase spread over the Interpolated Mid-Swap Rate (in increments of 1 basis point below the Maximum Purchase Spread with any other amount rounded to the nearest 1 basis point increment below the Maximum Purchase Spread (and rounded up in the case of a 0.5 basis point increment)).

For further information, please refer to the Tender Offer Memorandum.

A Tender Instruction that specifies a purchase spread higher than the Maximum Purchase Spread will be treated as an invalid Tender Instruction.

If the Company accepts a valid Tender Instruction, the relevant Noteholder will receive the Purchase Price and Accrued Interest for the Notes as determined in the manner described in the Tender Offer Memorandum. The Company will pay the Purchase Price and Accrued Interest in respect of the Notes to each Noteholder whose Competitive Tender Instruction is accepted, even if the purchase spread specified by the Noteholder is greater than the Clearing Spread or the Noteholder submitted a Non-Competitive Tender Instruction. The Company will not accept Competitive Tender Instructions that specify purchase spreads lower than the Clearing Spread. Accordingly, if the Company determines that the Clearing Spread for the Offer will be the Maximum Purchase Spread, Notes tendered pursuant to Competitive Tender Instructions will not be accepted for purchase pursuant to the Offer.

Final Acceptance Amount

The Company currently proposes to accept any and all validly tendered Notes for repurchase at the Maximum Purchase Spread. For the avoidance of doubt, this means, that the Final Acceptance Amount determined by the Company will at least be equal to the aggregate principal amount of Notes validly tendered via Non-Competitive Tender Instructions and accepted for repurchase by the Company.

The Company may however, in its sole discretion, decide to determine a lower Clearing Spread as necessary to enable the Company to achieve its desired minimum aggregate repurchase amount of Notes of EUR 38,800,000 (the 'Minimum Target Repurchase Amount').

Scaling

If the aggregate nominal amount of Notes validly tendered (i) pursuant to Non-Competitive Tender Instructions and (ii) pursuant to Competitive Tender Instructions that specify a purchase spread greater than or equal to the Clearing Spread, is greater than the Final Acceptance Amount, the Company intends to accept for purchase (A) first, all such Notes tendered at purchase spreads greater than the Clearing Spread or pursuant to Non-Competitive Tender Instructions in full, and (B) second, all such Notes tendered at the Clearing Spread on a pro rata basis such that the aggregate nominal amount of Notes accepted for purchase (if any) is no greater than the Final Acceptance Amount. For the avoidance of doubt, the Final Acceptance Amount determined by the Company will at least be equal to the aggregate principal amount of Notes validly tendered via Non-Competitive Tender Instructions and accepted for repurchase by the Company.

Accrued Interest

The Company will also pay an Accrued Interest Payment in respect of Notes validly tendered and delivered and accepted for purchase by the Company pursuant to the Offer.

Total Amount Payable to Noteholders

If the Company decides to accept valid tenders of Notes pursuant to the Offer, the total consideration that will be payable to each Noteholder on the Settlement Date for the Notes accepted for purchase from such Noteholder will be an amount (rounded to the nearest EUR 0.01, with EUR 0.005 being rounded upwards) equal to the sum of:

(a) the product of (i) the aggregate principal amount of the Notes accepted for purchase from such Noteholder pursuant to the Offer and (ii) the Purchase Price; and

(b) the Accrued Interest Payment on the Notes.

The Purchase Price will be determined in accordance with market convention, at the Pricing Time on the Pricing Date in the manner described in the Tender Offer Memorandum.

Expected Timetable of Key Events

The following table sets forth the expected dates and times of the key events relating to the Offer. The times and dates below are indicative only and subject to changes.

The Company may, subject to applicable laws, at its option and in its sole discretion, at any time before any acceptance by it of any Notes tendered for purchase in the Offer extend each of the dates above (in which case all references in the Tender Offer Memorandum to such extended date will, unless the context otherwise requires, be to the latest time and date to which such date has been so extended).

Tender Instructions

A separate Tender Instruction must be completed on behalf of each beneficial owner of the Notes.

In order to participate in, and be eligible to receive the Purchase Price and the Accrued Interest Payment pursuant to each of the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction in respect of Notes held by such Noteholders that is received by the Tender Agent by the Expiration Deadline. See 'Procedures for Participating in the Offer' in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of EUR 100,000 and may thereafter be submitted in integral multiples of EUR 100,000. Tender Instructions which relate (including after any pro rata scaling) to a nominal amount of Notes of less than EUR 100,000 will be rejected.

Tender Instructions may be submitted on a 'non-competitive' or a 'competitive' basis, as further described in the Tender Offer Memorandum.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions may be earlier than the relevant deadlines specified above.

General

The complete terms and conditions of the Offer is set forth in the Tender Offer Memorandum, which will be sent to eligible Noteholders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully.

The Company is not under any obligation to accept any tender of Notes for purchase pursuant to the Offer. Tenders of Notes for purchase may be rejected in the sole and absolute discretion of the Company for any reason, and the Company is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase. For example, tenders of Notes for purchase may be rejected if the Offer is terminated, if the Offer does not comply with the relevant requirements of a particular jurisdiction or for any other reason.

Notes that are not successfully tendered for purchase pursuant to the Offer will remain outstanding.

If after the Settlement Date purchases (and corresponding cancellations) and/or redemptions should have been effected in respect of 80 per cent or more in aggregate principal amount of the Notes, the Company intends to redeem all of the then outstanding Notes 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 Notes. The Company has previously purchased EUR 361,200,000 of the Notes, representing 72.2% of the aggregate principal amount of the Notes issued.

Noteholders are advised that the Company may, in its sole discretion, accept tenders of Notes pursuant to the relevant Offer on more than one date if such Offer is extended or re-opened.

The Company has retained Morgan Stanley & Co. International plc to act as dealer manager (the 'Dealer Manager') and Lucid Issuer Services Limited to act as the Tender Agent (the 'Tender Agent'). Questions or requests for assistance concerning the terms of the Offer should be directed to the Dealer Manager or the Tender Agent at:

Contact Details:

THE DEALER MANAGER

Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom

Telephone: +44 (0)20 7677 5040
Attention: Liability Management Group
Email: liabilitymanagementeurope@morganstanley.com

THE TENDER AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: +44 20 7704 0880

Attention: Arlind Bytyqi

Email: gcp@lucid-is.com

This announcement is made by the Company:

Grand City Properties S.A.
1, avenue du Bois
L-1251 Luxembourg
Grand Duchy of Luxembourg

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Dealer Manager, the Tender Agent and the Company makes any recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Offer.

None of the Dealer Manager, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Notes or the Offer contained in this announcement or in the Tender Offer Memorandum. None of the Company, the Dealer Manager, the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Company, the Dealer Manager, the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, makes any recommendation as to whether Noteholders should tender Notes in the Offer. None of the Dealer Manager, the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Notes which is material in the context of the Offer and which is not otherwise publicly available.

Offer and distribution restrictions

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions is restricted by law. Persons into whose possession this announcement or the Offer to Purchase come are required by the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

In addition to the representations referred to below in respect of the United States, each Noteholder participating in the Offer will also be deemed to give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the other jurisdictions referred to below and generally as set out in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Manager and the Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender will not be accepted.

United States

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States and the Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by any person acting for the account or benefit of, a person resident or located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States. For the purposes of this and the above paragraph, 'United States' means 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 and the District of Columbia.

United Kingdom

The communication of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Financial Promotion Order')) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Italy

None of the Offer, the Tender Offer Memorandum and any other document or materials relating to the Offer has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ('CONSOB') pursuant to Italian laws and regulations. The Offer are being carried out in Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the 'Financial Services Act') and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the 'Issuers' Regulation'). Noteholders or beneficial owners of the Notes can tender some or all of their Notes pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ('France'). Neither the Tender Offer Memorandum nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer. The Tender Offer Memorandum and any other documents or materials relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten / Financial Services and Markets Authority) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (the 'Belgian Takeover Law'), as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than to (i) 'qualified investors' in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account or (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

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