10 May 2007 6:51
Price Sensitive extraordinary operations

IGD S.p.A. offers Eur 200 million convertible bonds to institutional investors with an increase option of up to an additional Eur 30 million

The Board of Directors of Immobiliare Grande Distribuzione S.p.A. (“IGD”) has approved the offering of bonds convertible into ordinary shares of IGD in an amount of Eur 200 million, subject to an increase option of up to an additional Eur 30 million. The offering, which will be launched today, 10 May, 2007, is a private placement to institutional investors only outside the United States, Canada, Australia and Japan.

The issue of the bonds and the capital increase to permit the conversion of the bonds are both subject to approval at an extraordinary shareholders’ meeting (the “EGM”). Because the offering is by way of private placement reserved exclusively for institutional investors, the shareholders’ pre-emption rights relating to the convertible bonds will be excluded. Purchase orders from institutional investors that are shareholders of IGD will be given preferential treatment in the allocation process.

The convertible bond issue follows the launch by IGD on 8 May, 2007 of a capital increase by way of an Accelerated Bookbuilding of 27 million new ordinary shares to fund its 2008-2012 business plan, for which JPMorgan is acting as Sole Global Co-ordinator and Sole Bookrunner.

The convertible bonds will have a maturity of 5 years. The coupon and yield to maturity are expected to be in the range of 2.25% and 2.75% per annum and the conversion premium between 30% and 35% above the subscription share price of the capital increase approved by the Board of Directors of IGD on 7 May, 2007 (the “Capital Increase”). The final number of shares underlying the convertible bonds will be determined at the end of the bookbuilding for the convertible offering and the reference price of the shares underlying the convertible bonds will be based on IGD’s share price as determined for the purpose of the Capital Increase.

IGD will apply for the convertible bonds to be admitted to listing on the Euro-MTF market of the Luxembourg Stock Exchange.

Closing and settlement of this transaction is expected to occur on or before the end of June 2007.

IGD will use the proceeds from this issue to partially fund its Eur 800 millionbusiness plan for 2008 to 2012, as – approved by the Board of Directors of IGD on 7 May 2007– which will include investments in its core business, an increase in the refurbishment and repositioning of its existing portfolio of shopping centres, diversification into new high-potential retail sub-segments via the development of innovative retail concepts (retail parks etc.) and entry into selected foreign markets.

BNP Paribas and JPMorgan are acting as Joint Bookrunners and Joint Lead Managers and JPMorgan is acting as Sole Global Co-ordinator of the convertible bond offering.