Swiss Prime Site intends to issue CHF 250 million convertible notes due 2030

Swiss Prime Site AG / Key word(s): Bond/Real Estate Swiss Prime Site intends to issue CHF 250 million convertible notes due 2030 23-May-2023 / 07:30 CET/CEST Release of an ad hoc announcement pursuant to Art. 53 LR The issuer is solely responsible for the content of this announcement. Ad Hoc announcement pursuant to article 53 LR

PRESS RELEASE

Zug, 23 May 2023

• Expected fixed coupon of between 1.125% – 1.625% per annum with a conversion price that is expected at a premium of between 10% – 15% to the reference share price
• Proceeds to be used to refinance upcoming convertible debt maturity as well as its real estate development projects

Swiss Prime Site AG («Swiss Prime Site»), rated A3 by Moody’s, intends to issue CHF 250 million senior convertible notes due 2030 (the «SPS Convertible Loan Notes») to refinance its real estate portfolio and upcoming debt maturities. The SPS Convertible Loan Notes will be convertible into registered shares («shares») of Swiss Prime Site (or, at the option of Swiss Prime Site, cash or a combination of shares and cash) and will serve as security for exchangeable notes concurrently issued by a financing vehicle to investors. 

Swiss Prime Site intends to issue the SPS Convertible Loan Notes to ELM B.V. («ELM»), or a nominee of ELM acting on its behalf. ELM is a foundation-owned and so called «repackaging vehicle» incorporated in the Netherlands. ELM in turn will issue its own 7-year exchangeable notes (the «ELM Exchangeable Notes») secured by the SPS Convertible Loan Notes. Holders of the ELM Exchangeable Notes («ELM Noteholders») will be entitled to exchange the ELM Exchangeable Notes for shares (or, at the option of Swiss Prime Site, cash or a combination of shares and cash) on the same basis as the equivalent provisions of the SPS Convertible Loan Notes. All payments on the ELM Exchangeable Notes, and delivery of shares to ELM Noteholders, will be made under the ELM Exchangeable Notes when, if and to the extent that ELM, as holder of the SPS Convertible Loan Notes, receives payment, or deliveries of shares, in respect of the SPS Convertible Loan Notes.