29 April 2013 18:19
Price Sensitive extraordinary operations

Final results of the exchange offer in respect of its convertible bond having as exchange consideration a new senior bond

Final results of the 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

Immobiliare Grande Distribuzione SIIQ S.p.A. (“IGD” or the “Company”) announces the final results of the Exchange Offer, disclosed to the market on 18 April 2013 (the “Exchange Offer”), addressed to 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”) having as consideration senior unsecured fixed rate notes due May 2017 (the “New Notes”). The Exchange Offer is addressed exclusively to the holders of 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, as subsequently amended.

The terms and conditions of the Exchange Offer are defined 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, to which reference is made in its entirety.

At the expiration of the Exchange Offer, scheduled on 26 April 2013, at 17.00 (CET), the Company has received offers for an overall principal amount of Convertible Bonds of Euro 122,900,000.

Therefore, the Company accepted all the offers received. IGD may issue, as part of the Exchange Offer, an overall principal amount of New Notes up to Euro 122,900,000.

Moreover, the Company has placed the residual New Notes not exchanged to investors who are “qualified investors” pursuant to applicable Italian and foreign laws and regulations for an overall principal amount of Euro 22,000,000 (the “Surplus Notes”).

The settlement date of the Exchange Offer and any Surplus Notes is expected to take place on or around 7 May 2013 (the “Settlement Date”).

 

The New Notes

On the Settlement Date, IGD will issue New Notes in minimum denominations of Euro 100,000, for an overall principal amount of Euro 144,900,000.

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;
  • fixed rate coupon of 4.335%,calculated by adding a 375 bps spread to the 4-year mid-swap rate determined as of today, to be paid annually in arrears on 7 May of each year;
  • yield to maturity equal to 4.335% per annum;
  • redemption at maturity at par, plus accrued and unpaid interest, 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.

 

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 terms and conditions of the Exchange Offer are defined 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. 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.