7 December 2016 8:54
Price Sensitive extraordinary operations

IGD has successfully completed the private placement of Euro 100 million bonds reserved to institutional investors

Not for publication distribution, directly or indirectly,in whole or in part, in or into the United States of America, Canada, Japan or in other countries where offers or sales would be prohibited by applicable law.

Following the press release published on 1 December 2016, Immobiliare Grande Distribuzione SIIQ S.p.A. (the “Company”) announces to have successfully completed on 6 December 2016 the private placement of Euro 100,000,000 unsecured non-convertible bonds for an aggregate amount equal to Euro 100,000,000.00, with a seven-year maturity. The bonds have been entirely placed to Pricoa Capital Group, part of the US group Prudential Financial Inc..

The new bonds will have the following main features:

–          denomination of Euro 100,000;

–          maturity of seven years;

–          gross annual coupon equal to 2.25%;

–          issue price equal to 100% of the principal amount.

The bonds will not be admitted to listing on any regulated market or to trading on any multilateral trading facility.

The settlement of the transaction, expected to occur in January 2017, is subject to certain conditions precedent in line with market practice for similar transactions and will be promptly disclosed to the market.

For the first time IGD has successfully carried out a US private placement (USPP), thereby widening the range of financial instruments aimed at diversifying its funding sources, evidencing a creditworthiness recognized by global institutional investors.

This transaction will enable IGD to extent its financial maturities profile and to further reduce the cost of funding, now expected to fall below 3% in 2017 and, therefore, in advance with respect to the target identified in the Business Plan 2016-2018.

The issue is aimed at refinancing the existing indebtedness as well as pursuing general corporate purposes.

Mediobanca – Banca di Credito Finanziario S.p.A. acts as Arranger in the context of the transaction. Chiomenti acts as legal advisor to the Company, whilst Morgan Lewis & Bockius LLP acts as legal advisor to the Purchaser.

This announcement does not constitute an offer to sell or a solicitation of an offer to purchase, any securities. The securities will not be registered in the United States, in accordance with the United States Securities Act of 1933 (as subsequently amended) (the “Securities Act”), or in Australia, Canada or Japan, or in any other countries where offers or sales are subject to authorization by the local authorities or, at any rate, prohibited by law. The securities may not be offered or sold in the United States or to any U.S. person, unless registered in accordance with the Securities Act or in possession of a registration exemption pursuant to the Securities Act. Copies of this announcement will not be prepared nor may they be distributed or forwarded in the United States, Canada, Australia or Japan.

No action has been taken by the Company or the Arranger that would permit an offering of the securities or possession or distribution of this press release or any publicity material relating to the securities in any jurisdiction where action for such purposes is required. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions.

This press release shall not be distributed, whether directly or indirectly, in the United States of America (as defined in Regulation S contained in the US Securities Act of 1933, as subsequently amended – the “US Securities Act”), in Canada, Japan, or in any other country where the offer or the sale would be forbidden by the law. This press release is not, and is not part of, an offer or sale of securities to the public or a solicitation to purchase or sell securities, and there will be no offer of securities or solicitation to sell or purchase securities in any jurisdiction where such offer or solicitation would be forbidden by the law. The securities mentioned in this press release have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States of America without a registration or a specific exemption from registration under the US Securities Act. No offers of the securities to the public or solicitation to sell or purchase securities shall be made in the United States of America or in any other country.

Furthermore, in the United Kingdom this document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, failing within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication may relate is only available to, and any invitation, offer, or agreement to engage in such investment activity will be engaged in only with, relevant persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. The documentation relating to the offer of the Notes will not be submitted to CONSOB (the Italian Securities Exchange Commission) for approval pursuant to the applicable laws and regulations. Therefore, the Notes may not be offered, sold or distributed to the public in the territory of the Republic of Italy, other than to qualified investors, as defined by article 100 of Legislative Decree No. 58 of 24 February 1998, as subsequently amended, and pursuant to article 34/3, paragraph 1(b) and 35/2, paragraph 3, of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time.