18 April 2013 17:43
Price Sensitive extraordinary operations

IGD announces an exchange offer in respect of its convertible bond having as exchange consideration a new senior bond

IGD annouces an exchange offer in respect of its “€ 230,000,000 3.50 per cent. convertible bonds due 2013”, having as exchange consideration a new senior bond

The Board of Directors of Immobiliare Grande Distribuzione SIIQ S.p.A. (“IGD” or the “Company”) held today has approved:

(i)           the issuance of new senior unsecured fixed rate notes for an aggregate maximum amount equal to Euro 230,000,000 due May 2017 (the “New Notes”);

(ii)          the launch of an exchange offer (the “Exchange Offer”) addressed to the holders (the “Holders”) of the outstanding “€ 230,000,000 3.50 per cent. Convertible Bonds due 2013” (ISIN: XS0301344940) issued by the Company (the “Convertible Bonds”) who are “qualified investors” pursuant to applicable Italian and foreign laws and regulations, excluding the United States, pursuant to Regulation S of the US Securities Act of 1933, having as exchange consideration the New Notes.

The Exchange Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bisof Legislative Decree No. 58 of 24 February 1998, as amended and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

The Exchange Offer will be 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 19 April 2013 from the Dealer Managers and the Exchange Agent (indicated below) (the “Exchange Offer Memorandum”).

 

The Convertible Bonds may be exchanged for the New Notes as follows:

Convertible Bonds Common Code ISIN Code Oustanding principal amount New Notes Exchange Ratio Issue Price of the New Notes
€ 230,000,000 3.50 per cent. Convertible Bonds due 2013 030134494 XS0301344940 € 230,000,000 Up to Euro 230,000,000 Fixed Rate Notes due May 2017 1:1 100%

 

The Exchange Offer is aimed at allowing the Company to repay its outstanding indebtedness  under the Convertible Bonds, equal to Euro 230,000,000 and due on 28 December 2013.

In the event that Holders do not validly offer and Exchange their Convertible Bonds for the entire principal amount of Euro 230,000,000, the Company reserves the right to place the residual New Notes not exchanged to investors who are “qualified investors” pursuant to applicable Italian and foreign laws and regulations (such New Notes to be placed, the “Surplus Notes”).

 

Exchange Ratio

Each Holder whose Convertible Bonds are accepted for exchange pursuant to the Exchange Offer will receive one New Note for each Convertible Bond (the “Exchange Ratio”) on the settlement date – currently expected to be on 6 May 2013 (the “Settlement Date”).

Therefore, on the Settlement Date each Holder will receive an aggregate principal amount of New Notes equal to the aggregate principal amount of the Convertible Bonds validly offered and delivered in exchange.

 

Accrued Interest Payment

On the Settlement Date, the Company will also pay or procure that there is paid to all Holders who have validly offered to exchange their Convertible Bonds pursuant to the Exchange Offer and which Convertible Bonds are accepted for exchange, an Accrued Interest Payment equal to interest accrued and unpaid on such Convertible Bonds from (and including) the immediately preceding interest payment date up to (but excluding) the Settlement Date.

The New Notes

The New Notes will be governed by English law and will have the following main features:

  • maturity: four years from the issue date;
  • issue price equal to 100% of the principal amount (the “Issue Price of the New Notes”);
  • fixed rate coupon to be calculated by adding a 375 bps spread to the 4-year mid-swap rate to be determined on the day following the conclusion of the Exchange Offer (currently expected on 27 April 2013), to be paid annually in arrears in May of each year;
  • redemption at maturity at par, plus accrued and unpaid interest, to be calculated as specified above 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 of change of control, in accordance with the Terms and Conditions of the New Notes;
  • listing on the regulated market of the Luxembourg Stock Exchange.

Please see the Exchange Offer Memorandum for full details of the features of the New Notes and the main differences with the Convertible Bonds.

 

Indicative timetable of the Exchange Offer

 

Eventi

Times and Dates

(All times are CET)
Commencement of the Exchange Offer 19 April 2013
Exchange Offer Memorandum available from the Dealer Managers and the Exchange Agent.
Expiration Deadline  17:00 on 26 April 2013
Final deadline for receipt of valid Exchange Instructions in order for holders to be able to participate in the Exchange Offer.
Indicative Results At or around 10:00 on 27 April 2013
Announcement of non-binding indicative results of the Exchange Offer
 

Results Announcement
Announcement of whether the Company will accept valid offers of Convertible Bonds for exchange pursuant to the Exchange Offer and, if so accepted, of (a) the aggregate principal amount of the Convertible Bonds accepted for Exchange, (b) the aggregate principal amount of New Notes to be issued in exchange for Convertible Bonds, and (c) the aggregate principal amount of Surplus Notes to be issued (if any). At or around 17:00 on 27 April 2013
Settlement Date 6 May 2013
Settlement Date for the Exchange Offer

 

The Company may extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time as provided in the Exchange Offer Memorandum.

Notwithstanding the fact that it is addressed to a number of qualified investors, the Exchange Offer qualfies as a “related party transaction”, and, specifically, with Coop Adriatica S.c.ar.l. and Unicoop Tirreno Società Cooperativa, which, on the basis of the information currently available to the Company, result as being Holders and, therefore, among the addressees of the Exchange Offer.

In light of the foregoing, the aforementioned resolution of the Board of Directors of the Company has been adopted subject to the prior favourable opinion of the Committee on Related Party Transactions of the Company, held on 17 April 2013, given pursuant to Article 8 of CONSOB Regulation  No. 17221 of 12 March 2010, as amended.

The information document related to the Exchange Offer as a related-party transaction, drafted pursuant to Article 5 of CONSOB Regulation  No. 17221 of 12 March 2010, as amended, will be made available to the public by the Company in accordance with the applicable law.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Convertible Bonds whether such intermediary needs to receive instructions from a Holder before the deadlines set out above in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer. The deadlines set by each Clearing System or any intermediary for the submission of Exchange Instructions will also be earlier than the relevant deadlines above.

All announcements made by the Company in relation to the Exchange Offer will be made: (i) by the delivery of notices to the Clearing Systems for communication to Direct Participants; or (ii) by the issue of a press release to a Notifying News Service, or (iii) by publication on the website of the Luxembourg Stock Exchange.

Significant delays may be experienced in respect of notices delivered to the Clearing Systems and Holders are urged to contact the Dealer Managers or the Exchange Agent for the relevant announcements during the course of the Exchange Offer, the contact details for which are on the last page of this press release and the Exchange Offer Memorandum.

The Exchange Offer will be carried out in accordance with the terms and conditions set out in the Exchange Offer Memorandum. Holders 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 as well as on the procedures to participate therein.

The Exchange Offer Memorandum may be obtained from the Dealer Managers and the Exchange Agent, as indicated below.

Banca IMI and BNP Paribas act as Dealer Managers of the Exchange Offer.

Lucid Issuer Services Limited acts as Exchange Agent.