13.05.2014
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DGAP-News: GAGFAH S.A.: Successful placement of EUR 375 million Convertible Bonds due 2019
DGAP-News: GAGFAH S.A. / Key word(s): Issue of Debt
GAGFAH S.A.: Successful placement of EUR 375 million Convertible Bonds
due 2019
13.05.2014 / 16:19
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES
OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY
APPLICABLE LAW.
This announcement is an advertisement and not a prospectus and not an offer
of securities for sale in any jurisdiction, including in or into the United
States, Canada, Japan, South Africa or Australia or any jurisdiction in
which offers or sales of the securities would be prohibited by applicable
law. Neither this announcement nor anything contained herein shall form the
basis of, or be relied upon in connection with, any offer or commitment
whatsoever in any jurisdiction.
Successful Placement of EUR 375 million 5-year Convertible Bonds
GAGFAH S.A. / Key Word(s): Convertible Bonds Placement
13 May 2014 / 4:20 p.m.
Press Release: 13 May 2014
GAGFAH S.A.
2-4, rue Beck
L-1222 Luxembourg
ISIN: LU0269583422
Frankfurt Stock Exchange (Ticker Symbol: GFJ)
Regulated Market (Prime Standard)
Successful placement of EUR 375 million Convertible Bonds due 2019
- 5-year Convertible Bonds with 1.50% coupon to diversify funding sources
- Conversion price of EUR 15.50
- Allows GAGFAH to refinance upcoming maturities
- The Convertible Bonds will extend the debt maturity profile and further
reduce its financing costs
Luxembourg, 13 May 2014 - GAGFAH S.A. ("GAGFAH") announces the successful
placement of senior unsecured convertible bonds due 2019 (the "Bonds") in
an aggregate nominal amount of EUR 375 million under exclusion of
shareholders' pre-emptive rights. The Bonds are convertible into initially
approx. 24.2 million ordinary registered shares of GAGFAH, representing
approx. 11.2% of the current outstanding share capital of GAGFAH.
With this transaction, GAGFAH diversifies, within its securitization
object, its sources of funding and in accordance therewith uses the
proceeds from the offering to address upcoming debt maturities and general
corporate purposes. The Bonds will extend GAGFAH's current debt maturity
profile, further reduce its cash interest costs and are accretive to
GAGFAH's funds from operations.
Following today's bookbuilding process, the coupon has been set at 1.50%
per annum, payable semi-annually in arrear, and the initial conversion
premium has been fixed at 30% above the reference share price of EUR
11.9211, corresponding to an initial conversion price of EUR 15.50.
The Bonds will have a maturity of 5 years and will be issued and redeemed
at 100% of their principal amount. Settlement is expected on 20 May 2014.
GAGFAH will have the option to redeem all of the Bonds at their principal
amount plus accrued interest on or after 20 June 2017, in accordance with
the terms and conditions of the Bonds, if the value of the underlying
Shares exceeds 130% of the Bonds' principal amount over a specified period.
In the event of the exercise of their conversion right, bondholders may
receive an amount in cash and an amount payable in new and/or existing
shares of GAGFAH. In any case GAGFAH has the option to deliver new and/or
existing shares only.
GAGFAH intends to procure the Bonds' inclusion on the Open Market
(Freiverkehr) segment of the Frankfurt Stock Exchange, and such trading is
expected to commence within one month of their issue.
Gerald Klinck, GAGFAH CFO said: "We are very pleased that we have been able
to issue the Bonds on highly favorable terms for GAGFAH. The proceeds will
enable us to refinance the Malibu portfolio ahead of maturity with
unsecured debt. The unencumbered assets of Malibu give us headroom for
further financial flexibility."
Restrictions exist on the offer, sale and delivery of the Bonds, inter
alia, in the US, and the United Kingdom. The Bonds were offered as a
private placement only to institutional investors outside the US,
Australia, Canada and Japan. Standard selling restrictions applied
elsewhere.
GAGFAH has committed to a 90-day lock-up, subject to certain customary
exceptions.
Barclays and BofA Merrill Lynch are acting as Joint Bookrunners and Lead
Managers for the placement of the Bonds and Mediobanca is acting as Passive
Bookrunner.
Contact
GAGFAH S.A.
Investor Relations
Rene Hoffmann
2-4, rue Beck
L-1222 Luxembourg
Tel.: +352 266 366 21
[email protected]
www.gagfah.com
R.C.S. Luxembourg B 109.526
Media
Dirk T. Schmitt
+49 175 721 4836
[email protected]
About GAGFAH S.A.
GAGFAH S.A. is a joint stock corporation organized under the laws of the
Grand Duchy of Luxembourg qualifying as a securitization company under the
Luxembourg Securitization Law of 22 March 2004. The core business of GAGFAH
S.A.'s operating subsidiaries is the ownership and management of a
residential property portfolio located in Germany.
GAGFAH is a leading owner and operator of residential real estate in
Germany. Our portfolio includes about 143,000 own residential units that
are mostly located in the large German cities and their respective commuter
belts. We believe that our size, our significant presence in the key
residential markets and our scalable operating platform make us one of the
leading providers of affordable housing for low- to medium- income
households in Germany. Our operating subsidiaries are full-scale service
providers for a broad range of property and facility management services.
Our objective is to generate shareholder value through sustainable and
growing cash flows, increasing net asset value and sustainable dividends by
efficiently managing our portfolio, carrying out value-enhancing property
investments, pursuing accretive growth opportunities, and realizing value
through selected asset sales.
End of Corporate News
Disclaimer
The information contained in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may be placed
for any purpose on the information contained in this announcement or its
accuracy or completeness. No prospectus will be prepared in connection with
the offering of the securities referred to herein. The securities referred
to herein may not be offered to the public in any jurisdiction in
circumstances which would require GAGFAH, Barclays Bank Plc, Merrill Lynch
International, Mediobanca - Banca Di Credito Finanziario S.P.A. - or any of
their respective affiliates, or any person acting on behalf of it or them,
to prepare or register any prospectus or offering document relating to the
securities referred to herein in such jurisdiction.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. The distribution of this
announcement and the offer and sale of the securities referred to herein
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This announcement does not contain or constitute or form part of, and
should not be construed as, an offer or invitation to sell, or the
solicitation of an offer to buy or subscribe for, any securities to any
person in the United States, Australia, Canada, South Africa or Japan or in
any jurisdiction to whom or in which such offer or solicitation is
unlawful. The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or the laws of any state within the United States or
under the applicable securities laws of Australia, Canada, South Africa or
Japan, and may not be offered or sold in the United States, unless
registered under the Securities Act or offered and sold in a transaction
exempt from, or not subject to, the registration requirements of the
Securities Act. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in Australia, Canada, South Africa or
Japan or to, or for the account or benefit of, any national, resident or
citizen of Australia, Canada, South Africa or Japan. There will be no
public offer of the securities referred to herein in the United States,
Australia, Canada, South Africa or Japan.
The offer referred to herein when made in member states of the European
Economic Area ("EEA") which have implemented the Prospectus Directive
(each, a "relevant member state"), is only addressed to and directed at
persons who are "qualified investors" as defined in the Prospectus
Directive ("Qualified Investors"). For these purposes, the expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in a
relevant member state), and includes any relevant implementing measure in
the relevant member state and the expression "2010 PD Amending Directive"
means Directive 2010/73/EU.
In the United Kingdom, this announcement is directed only at, Qualified
Investors (i) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")
or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to
whom it may otherwise lawfully be communicated (all such persons together
being referred to as "relevant persons"). This announcement must not be
acted on or relied on (i) in the United Kingdom, by persons who are not
relevant persons, and (ii) in any member state of the European Economic
Area other than the United Kingdom, by persons who are not Qualified
Investors.
This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or
other variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results. Any
forward-looking statements reflect GAGFAH's current view with respect to
future events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to GAGFAH's business, results
of operations, financial position, liquidity, prospects, growth or
strategies. Forward-looking statements speak only as of the date they are
made.
Each of Barclays Bank Plc, Merrill Lynch International, Mediobanca - Banca
Di Credito Finanziario S.P.A. -, GAGFAH and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or
revise any forward looking statement contained in this announcement whether
as a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any purposes
whatsoever on the information contained in this announcement or on its
completeness, accuracy or fairness. The information in this announcement is
subject to change.
The date of admission of the convertible bonds and the shares issued upon
conversion to trading may be influenced by things such as market
conditions. There is no guarantee that admission will occur and you should
not base your financial decisions on GAGFAH's intentions in relation to
admission at this stage. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing all of the
amounts invested. Persons considering making such investments should
consult an authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning the
convertible bonds offering. The value of shares can decrease as well as
increase. Potential investors should consult a professional advisor as to
the suitability of the convertible bonds offering for the person concerned.
Barclays Bank Plc and Merrill Lynch International (which are authorised by
the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority) and Mediobanca - Banca
Di Credito Finanziario S.P.A. - are acting exclusively for GAGFAH and
no-one else in connection with the offering of the securities referred to
herein. They will not regard any other person as their respective clients
in relation to such offering and will not be responsible to anyone other
than GAGFAH for providing the protections afforded to their respective
clients, or for providing advice in relation to such securities, the
contents of this announcement or any transaction, arrangement or other
matter referred to herein.
In connection with the offering of the securities referred to herein,
Barclays Bank Plc, Merrill Lynch International and Mediobanca - Banca Di
Credito Finanziario S.P.A. - and any of their affiliates, acting as
investors for their own accounts, may subscribe for or purchase convertible
bonds of GAGFAH and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such securities and any
other securities of GAGFAH or any related investments and may offer or sell
such securities or other investments otherwise than in connection with the
offering of the securities referred to herein. Barclays Bank Plc, Merrill
Lynch International and Mediobanca - Banca Di Credito Finanziario S.P.A. -
do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do
so.
None of Barclays Bank Plc, Merrill Lynch International, Mediobanca - Banca
Di Credito Finanziario S.P.A. - or any of their respective directors,
officers, employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or any other information relating to GAGFAH, its subsidiaries
or associated companies, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available or for any loss howsoever
arising from any use of this announcement or its contents or otherwise
arising in connection therewith.
End of Corporate News
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13.05.2014 Dissemination of a Corporate News, transmitted by DGAP - a
company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: GAGFAH S.A.
2-4, rue Beck
1222 Luxemburg
Grand Duchy of Luxembourg
Phone: + 352 266 366 1
Fax: + 352 266 366 01
E-mail: [email protected]
Internet: www.gagfah.com
ISIN: LU0269583422, LU0269583422
WKN: A0LBDT
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
End of News DGAP News-Service
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