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Grand City Properties S.A.,: ANNOUNCES FINAL RESULTS OF CASH TENDER OFFER AND SUCCESSFULLY PLACES EUR 500 MILLION OF NEW BONDS (deutsch)

Grand City Properties S.A.,: ANNOUNCES FINAL RESULTS OF CASH TENDER OFFER AND SUCCESSFULLY PLACES EUR 500 MILLION OF NEW BONDS

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

24.10.2014 16:22

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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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.

GRAND CITY PROPERTIES S.A. ANNOUNCES FINAL RESULTS OF CASH TENDER OFFER AND

SUCCESSFULLY PLACES EUR 500 MILLION OF NEW BONDS

24 October 2014.

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

results of its invitation (such invitation the "Offer") 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 was announced on 20 October 2014 and was 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. Capitalised terms used but not otherwise

defined in this announcement shall have the meaning given to them in the

Tender Offer Memorandum.

The Expiration Deadline for the Offer was 5.00 p.m. (CET time) on 23

October 2014.

Final Results

As at the Expiration Deadline, the Company had received valid tenders of

EUR 331,833,000 in aggregate principal amount of Series B Bonds for

purchase pursuant to the Offer.

The Company has decided (subject to satisfaction of the New Financing

Condition) to set the Total Purchase Funds Available at EUR 371,880,242.88.

Accordingly, the Company will (subject to satisfaction of the New Financing

Condition) accept for purchase all valid tenders of Series B Bonds in full,

with no scaling.

Subject to satisfaction of the New Financing Condition, the cash purchase

price the Company will pay for Series B Bonds validly tendered and accepted

for purchase will be 109.5 per cent. of the principal amount of the

relevant Series B Bonds, together with all accrued and unpaid interest in

respect of those Series B Bonds.

The Settlement Date in respect of any Series B Bonds accepted for purchase

is expected to be 31 October 2014. Following settlement of the Offer, EUR

18,167,000 in aggregate principal amount of the Series B Bonds will remain

outstanding.

Series D Bonds

In addition, the Company announces the successful placing of EUR 500

million, in aggregate principal amount of new fixed-rate secured bonds, due

2021 with a coupon of 2 per cent. and a price of 95.564% of their principal

amount (the "Series D Bonds"). The offer was over-subscribed.

The New Issue Settlement Date is expected to be 29 October 2014.

The Series D Bonds are in denominations of EUR 100,000 and are exclusively

offered to institutional investors outside the United States, Canada,

Australia, Italy, South Africa, Japan and any other countries in which the

offer and sale of securities is subject to special legal restrictions.

Application will be made to the Irish Stock Exchange for the Series D Bonds

to be admitted to trading on its regulated market.

Purchases of Series B Bonds under the Offer are conditional upon

satisfaction of the New Financing Condition, being the successful

completion (in the determination of the Issuer) of the issue of the Series

D Bonds, as further described in the Tender Offer Memorandum.

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

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

to the new issue of Series D Bonds, the sole global co-ordinator is Morgan

Stanley & Co. International plc and the joint bookrunners are Morgan

Stanley & Co. International plc, J.P. Morgan Securities plc and Deutsche

Bank AG, London Branch.

SOLE DEALER MANAGER, SOLE GLOBAL COORDINATOR AND JOINT BOOKRUNNER

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]

JOINT BOOKRUNNER

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

JOINT BOOKRUNNER

Deutsche Bank AG, London Branch

Winchester House

Winchester Street

London EC2N 2DB

United Kingdom

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. IT 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.

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.

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).

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.

24.10.2014 Die DGAP Distributionsservices umfassen gesetzliche

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