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Grand City Properties S.A.,: LAUNCHES CASH TENDER OFFER AND ANNOUNCES INTENTION TO ISSUE NEW BONDS (deutsch)

Grand City Properties S.A.,: LAUNCHES CASH TENDER OFFER AND ANNOUNCES INTENTION TO ISSUE NEW BONDS

Grand City Properties S.A., / Schlagwort(e): Anleihe

20.10.2014 06:39

Veröffentlichung einer Corporate News, übermittelt durch DGAP - ein Service

der EQS Group AG.

Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

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GRAND CITY PROPERTIES S.A.

LAUNCHES CASH TENDER OFFER AND ANNOUNCES INTENTION TO ISSUE NEW BONDS

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE

UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE

U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN

MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF

COLUMBIA (the United States) OR TO ANY U.S. PERSON (DEFINED AS BELOW) OR IN

ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND

DISTRIBUTION RESTRICTIONS" BELOW).

20 October 2014.

Grand City Properties S.A. (the "Company") announces today:

(a) an invitation to holders of the Company's outstanding EUR 350 million

6.25 per cent. senior secured series B bonds due 2020 (the "Series B

Bonds") to tender their Series B Bonds for purchase by the Company (the

"Offer"); and

(b) its intention to issue new fixed-rate secured bonds, at a discount to

their par value, due 2021 with a coupon of 2 per cent. (the "Series D

Bonds").

The Company intends to use some or all of the total amount raised in the

issue of the Series D Bonds to refinance the Series B Bonds under the Offer

and, as such, the Offer is conditional upon the successful completion (in

the determination of the Company) of the issue of the Series D Bonds (the

"New Financing Condition").

The Offer

The Offer is being made on the terms and subject to the conditions

contained in the tender offer memorandum dated 20 October 2014 (the "Tender

Offer Memorandum") prepared by the Company in connection with the Offer and

is subject to the offer restrictions set out below and as more fully

described in the Tender Offer Memorandum. Bondholders are advised to

carefully read the Tender Offer Memorandum for full details of, and

information on the procedures for participating in, the Offer.

Copies of the Tender Offer Memorandum are (subject to distribution

restrictions) available from the Tender Agent as set out below. Capitalised

terms used but not otherwise defined in this announcement shall have the

meaning given to them in the Tender Offer Memorandum.

Pursuant to the Offer, the Company will pay a cash price equal to 109.5 per

cent. of the principal amount of the Series B Bonds accepted by it for

purchase pursuant to the Offer (the "Purchase Price"), together with all

accrued and unpaid interest in respect of those Series B Bonds.

The issue of Series D Bonds

The Company is proposing to issue the Series D Bonds with a seven year term

in principal amounts of EUR100,000 each. The Series D Bonds will be issued

at a discount to their par value and will benefit initially from the same

security package as the Company's existing secured bonds. The security

package will be released once all of the Company's obligations in relation

to the Company's existing secured bonds have been discharged and the

Company has been assigned an investment grade credit rating by a rating

agency. The terms and conditions of the Series D Bonds will also include a

new covenant package.

The interest rate applicable to the Series D Bonds will be increased by an

additional 0.5 per cent. per annum in the event that the Company is not

assigned an investment grade credit rating by a rating agency by 30

November 2015.

The Series D Bonds are expected to be issued by the Company on or about 29

October 2014. The Series D Bonds are intended to be admitted to the

official list of the Irish Stock Exchange for trading on its regulated

market after issue.

Irrevocable undertakings

Irrevocable Undertakings dated 16 October 2014 have been received by the

Company in respect of EUR104,868,000 in aggregate principal amount of

Series B Bonds, beneficially held by one or more Series B Bondholders

representing 29.96 per cent. of the outstanding Series B Bonds (the

"Irrevocable Undertakings"). Under the terms of the Irrevocable

Undertakings:

(a) the relevant Series B Bondholders have undertaken to: (i) participate

in, or procure participation in, the Offer by tendering their holdings of

Series B Bonds to the Company at the Purchase Price; and (ii) subject to

the final pricing of the Series D Bonds, place Firm Orders to subscribe for

Series D Bonds at a subscription amount (the "Subscription Amount"), with a

cash amount required to subscribe for the Subscription Amount of

EUR165,000,000;

(b) the Company has committed to accept and purchase from the relevant

Series B Bondholders under the Offer a principal amount of Series B Bonds

such that the Purchase Price payable by the Company for such Series B Bonds

under the Offer equals the lower of: (i) the Purchase Price that would be

payable in respect of all Series B Bonds tendered by the relevant Series B

Bondholders; and (ii) the cash amount required to subscribe for the

Subscription Amount, subject to increase or decrease (at the sole

discretion of the Company) to the nearest EUR1,000; and

(c) the Company has a call option enabling it to purchase (at the Purchase

Price) the Series B Bonds tendered but not purchased from the relevant

Series B Bondholders in accordance with (b) above, such option to be

exercisable for a period of 10 Business Days following the Tender Offer

Settlement Date.

Scaling of Series B Bonds

The final cash amount that the Company undertakes to accept for purchase

pursuant to Irrevocable Undertakings, the Preferred Offers (as defined

below) and, in its sole discretion, decides to apply to the Offer will be

the "Total Purchase Funds Available".

If the Company accepts any Series B Bonds for purchase pursuant to the

Offer, the Company intends to accept for purchase Series B Bonds validly

tendered for purchase pursuant to the Offer in the following order:

(a) first, Series B Bonds validly tendered for purchase pursuant to the

Irrevocable Undertakings and required to be accepted for purchase by the

Company will be accepted for purchase in full;

(b) second, Series B Bonds validly tendered for purchase by a Series B

Bondholder who has not signed an Irrevocable Undertaking but who, in

addition to submitting a valid Tender Instruction, has also placed a Firm

Order for Series D Bonds with the Dealer Manager and the Company has

accepted such Firm Order (being a "Preferred Offer") will be accepted for

purchase and, if the Purchase Price payable in respect of all Preferred

Offers exceeds the remaining Total Purchase Funds Available after deducting

the amount required for (a) above, such Preferred Offers will be accepted

on a pro-rata basis as described in the Tender Offer Memorandum; and

(c) third, if the Purchase Price payable in respect of Series B Bonds: (i)

validly tendered for purchase and accepted pursuant to the Irrevocable

Undertakings; and (ii) validly tendered for purchase and accepted pursuant

to the Preferred Offers does not exceed the Total Purchase Funds Available,

the Company may accept, in its sole discretion, Series B Bonds validly

tendered other than pursuant to the Irrevocable Undertakings or Preferred

Offers. Such tenders may be subject to pro rata scaling to ensure that the

total Purchase Price payable in respect of all Series B Bonds accepted for

purchase does not exceed the Total Purchase Funds Available, as described

in the Tender Offer Memorandum.

Allocation of Series D Bonds

The Company intends that Series B Bondholders who have submitted valid

Tender Instructions in respect of some or all of their holding of Series B

Bonds and have also placed Firm Orders with the Dealer Manager (including a

spread for the issue of the Series D Bonds which is lower or equal to the

final pricing spread for the Series D Bonds) shall receive a "New Issue

Priority", being an allocation from the Issuer under the Series D Bonds of

an amount equal to the lower of:

(a) the Purchase Price for the Series B Bonds validly tendered by such

Series B Bondholder; and

(b) the cash amount required to subscribe for the Series D Bonds which are

the subject of the relevant Firm Orders for Series D Bonds.

In the event that Series B Bondholders place Firm Orders with the Dealer

Manager with an individual spread higher than the final pricing spread for

the Series D Bonds, then the Company shall not be obliged to offer such

Series B Bondholder any New Issue Priority in respect of the Series D Bonds

and/or to accept and purchase the Series B Bonds validly tendered.

Clean-up redemption option

If the Company accepts for purchase pursuant to the Offer and/or otherwise

acquires 80 per cent. or more in aggregate principal amount of the Series B

Bonds, the Company may exercise its right under the terms and conditions

of the Series B Bonds to acquire compulsorily the remaining Series B Bonds

at a price equal to 100 per cent. of the principal amount of such Series B

Bonds (and therefore on less favourable terms than the Offer).

Tender Instructions

In order to participate in the Offer, Series B Bondholders must validly

tender some or all of their Series B Bonds by delivering, or arranging to

have delivered on their behalf, a valid Tender Instruction that is received

by the Tender Agent by 5.00 p.m. (CET) on 23 October 2014.

Tender Instructions will be irrevocable except in the limited circumstances

described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum principal

amount of Series B Bonds of no less than EUR1,000, being the minimum

denomination of the Series B Bonds and may be submitted in integral

multiples of EUR1,000 thereafter. Tender Instructions submitted in

denominations other than EUR1,000 or integral multiples of EUR1,000

thereafter will not be eligible for participation in the Offer.

To be eligible to receive a New Issue Priority, a Series B Bondholder must:

(a) submit a valid Tender Instruction in accordance with the procedures set

out in the Tender Offer Memorandum;

(b) contact the Dealer Manager to register its interest; and

(c) make an application to the Dealer Manager (in its capacity as manager

of the issue of the Series D Bonds) for the purchase of the Series D Bonds

in accordance with the standard new issue procedures of the Dealer Manager.

Expected timetable of events

Events Times and dates

(All times are CET)

Commencement of the Offer 20 October 2014

Expiration deadline 5.00 p.m. on 23 October 2014

Announcement of Offer results and satisfaction of the New Financing

Condition As soon as reasonably practicable on or around 24 October 2014

New Issue Settlement Date 29 October 2014

Tender Offer Settlement Date 31 October 2014

The above times and dates are subject to the right of the Company to

extend, re-open, amend, and/or terminate the Offer (subject to applicable

law and as provided in the Tender Offer Memorandum). Series B Bondholders

are advised to check with any bank, securities broker or other intermediary

through which they hold Series B Bonds when such intermediary would need to

receive instructions from a Series B Bondholder in order for that Series B

Bondholder to be able to participate in, or (in the limited circumstances

in which revocation is permitted) revoke their instruction to participate

in, the Offer before the deadlines specified in the Tender Offer

Memorandum. The deadlines set by any such intermediary and each Clearing

System for the submission of Tender Instructions will be earlier than the

relevant deadlines specified above.

Unless stated otherwise, announcements in connection with the Offer will be

made: (i) by publication on the website of the Frankfurt Stock Exchange;

and (ii) by the delivery of notices to the Clearing Systems for

communication to Direct Participants. Such announcements may also be made

on the relevant Reuters Insider Screen and/or by the issue of a press

release to a Notifying News Service. Copies of all such announcements,

press releases and notices can also be obtained upon request from the

Tender Agent, the contact details for which are set out below. Significant

delays may be experienced where notices are delivered to the Clearing

Systems and Series B Bondholders are urged to contact the Tender Agent for

the relevant announcements during the course of the Offer. In addition,

Series B Bondholders may contact the Dealer Manager for information using

the contact details set out below.

Morgan Stanley & Co. International plc is acting as the Dealer Manager and

The Bank of New York Mellon is acting as the Tender Agent.

Questions and requests for assistance in connection with: (i) the Offer may

be directed to the Dealer Manager; and (ii) the delivery of Tender

Instructions may be directed to the Tender Agent, in each case using the

contact details set out below.

DEALER MANAGER

Morgan Stanley & Co. International plc

25 Cabot Square

Canary Wharf

London E14 4QA

United Kingdom

Telephone: [phone]

Attention: Liability Management

Email:

[e-mail]

TENDER AGENT

The Bank of New York Mellon

One Canada Square

London E14 5AL

United Kingdom

Telephone: [phone]

Attention: Debt Restructuring Services

Email: [e-mail]

About the Company

Grand City Properties (ISIN: LU0775917882) is a public limited liability

company (société anonyme) incorporated under the laws of the Grand Duchy of

Luxembourg, having its registered office at 24, Avenue Victor Hugo , L 1750

Luxembourg and being registered with the Luxembourg trade and companies

register (Registre de Commerce et des Sociétés Luxembourg) under number B

165560.

The Company is a specialist real estate company focused on investing in and

managing turnaround opportunities in the real estate property market in

Germany, primarily in densely populated areas. The Company's strategy is to

improve its properties through targeted modernisation and intensive tenant

management, and then create value by subsequently raising occupancy and

rental levels. For the six months ending 30 June 2014, the Company reported

an EBITDA of EUR 143.5 million (YOY increase of 107%), and a net profit of

EUR 122.1 million (YOY increase of 111%). EPRA NAV amounts to EUR 1,005

million and EUR 1,276 million assuming full conversion of the convertible

bond. Since May 2012, Grand City Properties is listed on the Frankfurt

Stock Exchange Entry Standard. The company is rated BB+ by Standard and

Poors (stable outlook). Further information: www.grandcityproperties.com.

Contact:

Grand City Properties S.A.

24, Avenue Victor Hugo

L 1750 Luxemburg

T: [phone]

www.grandcityproperties.com

Press Contact:

Katrin Petersen

Grand City Properties S.A.

T: [phone]

E: [e-mail]

www.grandcityproperties.com

Disclaimer:

THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE TENDER OFFER

MEMORANDUM. THIS ANNOUNCEMENT AND THE TENDER OFFER MEMORANDUM CONTAIN

IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS

MADE WITH RESPECT TO THE OFFER. IF ANY SERIES B BONDHOLDER IS IN ANY DOUBT

AS TO THE ACTION IT SHOULD TAKE, IT IS RECOMMENDED TO SEEK ITS OWN

FINANCIAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, FROM ITS BROKER,

BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER.

ANY INDIVIDUAL OR COMPANY WHOSE BONDS ARE HELD ON ITS BEHALF BY A BROKER,

DEALER, BANK, CUSTODIAN, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH

ENTITY IF IT WISHES TO TENDER SUCH SERIES B BONDS FOR PURCHASE PURSUANT TO

THE OFFER. THE DEALER MANAGER IS ACTING EXCLUSIVELY FOR THE COMPANY AND NO

ONE ELSE IN CONNECTION WITH THE ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT

AND THE TENDER OFFER MEMORANDUM AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER

THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF THE

DEALER MANAGER OR FOR ADVISING ANY OTHER PERSON IN CONNECTION WITH THE

OFFER. NONE OF THE COMPANY, THE DEALER MANAGER AND THE TENDER AGENT NOR

ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AFFILIATES MAKES ANY

RECOMMENDATION AS TO WHETHER SERIES B BONDHOLDERS SHOULD TENDER SERIES B

BONDS FOR PURCHASE PURSUANT TO THE OFFER.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION

OF AN OFFER TO BUY ANY SECURITIES.

THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS

AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES,

FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH

STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT

TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE

COMPANY. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF

FACTORS.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement does not constitute an invitation to participate in the

Offer in any jurisdiction in which, or to any person to or from whom, it is

unlawful to make such invitation or for there to be such participation

under applicable securities laws. The distribution of this announcement in

certain jurisdictions may be restricted by law. Persons into whose

possession this announcement comes are required by each of the Company, the

Dealer Manager and the Tender Agent to inform themselves about, and to

observe, any such restrictions.

No action has been or will be taken in any jurisdiction in relation to the

Series D Bonds that would permit a public offering of securities and the

minimum denomination of the Series D Bonds will be EUR100,000.

United States

The Offer is not being made, and will not be made, directly or indirectly

in or into, or by use of the mails of, or by any means or instrumentality

of interstate or foreign commerce of or of any facilities of a national

securities exchange of, the United States or to any U.S. person (as defined

in Regulation S of the Securities Act (each a "U.S. Person")). This

includes, but is not limited to, facsimile transmission, electronic mail,

telex, telephone, the internet and other forms of electronic communication.

The Series B Bonds may not be tendered in the Offer by any such use, means,

instrumentality or facility from or within the United States or by persons

located or resident in the United States or by, or by any person acting for

the account or benefit of, a U.S. Person. Accordingly, copies of this

announcement and any other documents or materials relating to the Offer

(including the Tender Offer Memorandum) are not being, and must not be,

directly or indirectly mailed or otherwise transmitted, distributed or

forwarded (including, without limitation, by custodians, nominees or

trustees) in or into the United States or to any persons located or

resident in the United States or to any U.S. Person. Any purported tender

of Series B Bonds in the Offer resulting directly or indirectly from a

violation of these restrictions will be invalid and any purported tender of

Series B Bonds made by, or by any person acting for the account or benefit

of, a U.S. Person or by a person located in the United States or any agent,

fiduciary or other intermediary acting on a non-discretionary basis for a

principal giving instructions from within the United States will be invalid

and will not be accepted.

This announcement is not an offer of securities for sale in the United

States or to U.S. Persons. Securities may not be offered or sold in the

United States absent registration under, or an exemption from the

registration requirements of, the Securities Act. The Series D Bonds have

not been, and will not be, registered under the Securities Act or the

securities laws of any state or other jurisdiction of the United States,

and may not be offered, sold or delivered, directly or indirectly, in the

United States or to, or for the account or benefit of, U.S. Persons (except

pursuant to an exemption from the registration requirements of the

Securities Act).

Each Series B Bondholder participating in the Offer will represent that it

is not a U.S. Person, it is not located in the United States and it is not

participating in the Offer from the United States, or it is acting on a

non-discretionary basis for a principal located outside the United States

that is not giving an order to participate in the Offer from the United

States and is not a U.S. Person. For the purposes of this and the above

paragraph, "United States" means the United States of America, its

territories and possessions (including Puerto Rico, the U.S. Virgin

Islands, Guam, American Samoa, Wake Island and the Northern Mariana

Islands), any state of the United States of America and the District of

Columbia.

United Kingdom

The communication of this announcement and any other documents or materials

relating to the Offer (including the Tender Offer Memorandum) is not being

made and such documents and/or materials have not been approved by an

authorised person for the purposes of section 21 of the Financial Services

and Markets Act 2000. Accordingly, such documents and/or materials are not

being distributed to, and must not be passed on to, the general public in

the United Kingdom. The communication of such documents and/or materials as

a financial promotion is only being made to those persons in the United

Kingdom falling within the definition of investment professionals (as

defined in Article 19(5) of the Financial Services and Markets Act 2000

(Financial Promotion) Order 2005 (the "Financial Promotion Order")) or

persons who are within Article 43 of the Financial Promotion Order or any

other persons to whom it may otherwise lawfully be made under the Financial

Promotion Order.

Germany

This announcement does not constitute a prospectus within the meaning of

section 5 German Securities Prospectus Act and neither the Offer nor this

announcement have been or will be approved by the German Federal Financial

Supervisory Authority (BaFin). Neither this announcement nor any offering

circular or other material (including the Tender Offer Memorandum) may be

distributed, or otherwise made available or published, in Germany, except

in circumstances which do not constitute a public offer of securities

pursuant to the provisions of the German Securities Prospectus Act.

Luxembourg

Neither this announcement nor any offering circular or other material

(including the Tender Offer Memorandum) may be distributed, or otherwise

made available or published, in Luxembourg, except in circumstances which

do not constitute a public offer of securities pursuant to the provisions

of the law of 10 July 2005 on prospectuses for securities, as amended.

Switzerland

This announcement does not constitute a prospectus within the meaning of

Article 652a or Article 1156 of the Swiss Code of Obligations and neither

the Offer nor this announcement have been or will be approved by any Swiss

regulatory authority.

Italy

None of the Offer, this announcement or any other document or materials

relating to the Offer (including the Tender Offer Memorandum) have been

submitted to the clearance procedures of the Commissione Nazionale per le

Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The

Offer is being carried out in Italy as an exempted offer pursuant to

article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24

February 1998, as amended (the "Financial Services Act") and article

35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as

amended. Accordingly, holders or beneficial owners of Series B Bonds that

are located in Italy can tender Series B Bonds for purchase in the Offer

through authorised persons (such as investment firms, banks or financial

intermediaries permitted to conduct such activities in Italy in accordance

with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October

2007, as amended from time to time, and Legislative Decree No. 385 of 1

September 1993, as amended) and in compliance with applicable laws and

regulations or with requirements imposed by CONSOB or any other Italian

authority. Each intermediary must comply with the applicable laws and

regulations concerning information duties vis-à-vis its clients in

connection with the Series B Bonds or the Offer.

France

The Offer is not being made, directly or indirectly, to the public in the

Republic of France ("France"). Neither this announcement nor any other

document or material relating to the Offer (including the Tender Offer

Memorandum) has been or shall be distributed to the public in France and

only: (i) providers of investment services relating to portfolio management

for the account of third parties (personnes fournissant le service

d'investissement de gestion de portefeuille pour compte de tiers); and/or

(ii) qualified investors (investisseurs qualifiés), other than individuals,

acting for their own account, all as defined in, and in accordance with,

Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et

financier, are eligible to participate in the Offer. This announcement has

not been and will not be submitted for clearance to nor approved by the

Autorité des Marchés Financiers.

Belgium

Neither this announcement nor any other documents or materials relating to

the Offer (including the Tender Offer Memorandum) have been submitted to or

will be submitted for approval or recognition to the Belgian Financial

Services and Markets Authority (Autorité des services et marches financiers

/ Autoriteit voor Financiële Diensten en Markten) and, accordingly, the

Offer may not be made in Belgium by way of a public offering, as defined in

Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover

bids, as amended or replaced from time to time (the "Takeover Law").

Accordingly, the Offer may not be advertised and the Offer will not be

extended to, and may not be accepted by, and neither this announcement nor

any other documents or materials relating to the Offer (including

(including the Tender Offer Memorandum and any information circular,

brochure or any similar documents) has been or shall be distributed or made

available, directly or indirectly, to any person in Belgium other than

"qualified investors" (investisseurs qualifiés/gekwalificeerde beleggers)

as defined in Article 10 of the Belgian Law of 16 June 2006 on the public

offer of placement instruments and the admission to trading of placement

instruments on regulated markets, as amended from time to time), acting on

their own account without prejudice to the provisions of Article 6 § 4 of

the Takeover Law. Insofar as Belgium is concerned, this announcement has

been issued only for the personal use of the above qualified investors and

exclusively for the purpose of the Offer. Accordingly, the information

contained in this announcement may not be used for any other purpose or

disclosed to any other person in Belgium.

General

This announcement does not constitute an offer to buy or the solicitation

of an offer to sell Series B Bonds (and tenders of Series B Bonds in the

Offer will not be accepted from Series B Bondholders) in any circumstances

in which such offer or solicitation is unlawful. In those jurisdictions

where the securities, blue sky or other laws require the Offer to be made

by a licensed broker or dealer and the Dealer Manager or any of its

affiliates is such a licensed broker or dealer in any such jurisdiction,

the Offer shall be deemed to be made by the Dealer Manager or such

affiliate, as the case may be, on behalf of the Company in such

jurisdiction.

Nothing in this announcement or the electronic submission thereof

constitutes an offer to sell or the solicitation of an offer to buy the

Series D Bonds in any jurisdiction.

20.10.2014 Die DGAP Distributionsservices umfassen gesetzliche

Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen.

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