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Globalworth Real Estate Investments Limited - Exchange Offer and Consent Solicitation 2024 (XS) - Final Results

EXCHANGE OFFERS AND CONSENT SOLICITATIONS FINAL RESULTS ANNOUNCEMENT - XS1799975922 - XS2208868914

22 APRIL 2024


Full announcement including disclaimers and offer restrictions available via Euronext (Source: Globalworth Real Estate Investments Limited)

Scroll below for information on previous Globalworth Offers


22 April 2024 - Further to its announcements on 28 March 2024 and 10 April 2024, Globalworth Real Estate Investments Limited (the “Issuer”) hereby announces the final results of the Meetings and the Exchange Offers (as defined and described in the exchange offer and consent solicitation memorandum dated 28 March 2024 (the “Memorandum”)). Capitalised terms used in this announcement, but not defined, have the meanings given to them in the Memorandum.

The Issuer hereby announces that the results of the Meetings and the Exchange Offers are as follows:



(1) For the purpose of the Exchange Offers and Consent Solicitations, the aggregate principal amount of 2025 Notes deemed to be outstanding was €450,000,000 and the aggregate principal amount of 2026 Notes deemed to be outstanding was €400,000,000, in each case at the Expiration Deadline.


(2) The 2025 Notes Extraordinary Resolutions and 2026 Notes Extraordinary Resolutions were passed with 99.66% of votes cast in the 2025 Notes Meetings and 99.91% cast in the 2026 Notes Meetings respectively, in each case representing votes of Eligible Holders. As such, the Mandatory Exchange Consent Conditions were satisfied.


(3) Aggregate principal amount of the relevant Series of Existing Notes validly offered for exchange prior to the Expiration Deadline and accepted for exchange by the Issuer (and the percentage of outstanding Existing Notes of the relevant Series represented thereby).


(4) Aggregate principal amount of 2029 New Notes (ISIN: XS2809858561; Common Code: 280985856) and 2030 New Notes (ISIN: XS2809868446; Common Code: 280986844) (as applicable) issued to holders of the relevant Series of Existing Notes upon implementation of the Exchange Offer on the Settlement Date.


(5) Comprises (i) €237,950,200 in principal amount of 2029 New Notes issued to holders of the 2025 Notes pursuant to the 2025 Notes Exchange Offer; and (ii) €69,159,000 in principal amount of 2029 New Notes issued to holders of the 2025 Notes pursuant to the 2025 Notes Mandatory Exchange.


(6) Comprises (i) €279,098,400 in principal amount of 2030 New Notes issued to holders of the 2026 Notes pursuant to the 2026 Notes Exchange Offer; and (ii) €54,252,000 in principal amount of 2030 New Notes issued to holders of the 2026 Notes pursuant to the 2026 Notes Mandatory Exchange.


(7) Aggregate amount of Cash Consideration (excluding Accrued Interest Amount) to be paid to the holders of the 2025 Notes and the 2026 Notes that were validly offered for exchange pursuant to the Exchange Offers prior to the Early Exchange Deadline and accepted for exchange by the Issuer. Holders of 2025 Notes and/or 2026 Notes who validly offered their Existing Notes for exchange pursuant to the Exchange Offer after the Early Exchange Deadline but prior to the Expiration Deadline will receive the Late Exchange Consideration consisting of €1,000 in principal amount of 2029 Notes and 2030 Notes per €1,000 in principal amount of 2025 Notes and 2026 Notes, respectively.


The Issuer also hereby announces the satisfaction of: (i) the Minimum Participation Conditions; (ii) the Covenant Amendment Consent Conditions; and (iii) the Mandatory Exchange Consent Conditions."


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EXCHANGE OFFERS AND CONSENT SOLICITATIONS EARLY EXCHANGE DEADLINE RESULTS ANNOUNCEMENT - XS1799975922 - XS2208868914

10 APRIL 2024


Full announcement including disclaimers and offer restrictions available via Euronext (Source: Globalworth Real Estate Investments Limited)

Scroll below for inofrmation on previous Globalworth Offers


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"The Issuer hereby announces that, as at the Early Exchange Deadline:


(i) 2025 Noteholders had validly submitted Electronic Instructions offering to exchange their 2025 Notes in an aggregate principal amount of €358,695,000 of 2025 Notes (accounting for 79.71% of the €450,000,000 in aggregate principal amount outstanding of 2025 Notes); and


(ii) 2026 Noteholders had validly submitted Electronic Instructions offering to exchange their 2026 Notes in an aggregate principal amount of €334,548,000 of 2026 Notes (accounting for 83.64% of the €400,000,000 in aggregate principal amount outstanding of 2026 Notes).


The 2025 Notes Minimum Participation Condition requires valid offers for exchange to have been received from 2025 Noteholders and accepted in the 2025 Notes Exchange Offer by the Issuer in an amount representing at least 75% of the aggregate outstanding principal amount of the 2025 Notes. The 2026 Notes Minimum Participation Condition requires valid offers for exchange to have been received from 2026 Noteholders and accepted in the 2026 Notes Exchange Offer in an amount representing at least 75% of the aggregate outstanding principal amount of the 2026 Notes. Accordingly, based on the level of Electronic Instructions received as at the Early Exchange Deadline, both the 2025 Notes Minimum Participation Condition and the 2026 Notes Minimum Participation Condition are expected to be satisfied if such Existing Notes are accepted by the Issuer. In addition, the Exchange Offers are subject to the Mandatory Exchange Consent Conditions; based on Electronic Instructions received as at the Early Tender Deadline, the Issuer expects the Mandatory Exchange Extraordinary Resolutions to pass at the 2025 Mandatory Exchange Meeting and 2026 Mandatory Exchange Meeting, respectively. The settlement of the Exchange Offers remains subject to further conditions as set out in the Memorandum."


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Globalworth Real Estate Investments Limited announces Exchange Offer and Consent Solicitaiton - XS1799975922 - XS2208868914

28 MARCH 2024


Full announcement including disclaimers and offer restrictions available via Euronext (Source: Globalworth Real Estate Investments Limited)

Scroll below for inofrmation on previous Globalworth Offers


"Globalworth Real Estate Investments Limited (the “Issuer”) hereby announces:


(i) the invitation to the holders of its €550,000,000 3.00% Senior Notes due 2025 (ISIN: XS1799975922; Common Code: 179997592), of which €450,000,000 are outstanding (the “2025 Notes”), and €400,000,000 2.95% Senior Notes due 2026 (ISIN: XS2208868914; Common Code: 220886891), all of which are outstanding (the “2026 Notes”, and together with the 2025 Notes, the “Existing Notes”, and each a “Series” of Existing Notes) to offer for exchange:


a. any and all of the 2025 Notes (subject to the Minimum Exchange Amount) for the applicable 2025 New Notes Consideration consisting of 6.25 per cent. Senior Notes due 2029 (the “2029 New Notes”) to be issued by the Issuer, as described in the preliminary offering circular (the “Offering Circular”) plus the applicable 2025 Cash Consideration and the Accrued Interest Amount; and


b. any and all of the 2026 Notes (subject to the Minimum Exchange Amount) for the applicable 2026 New Notes Consideration consisting of 6.25 per cent. Senior Notes due 2030 (the “2030 New Notes” and, together with the 2029 New Notes, the “New Notes”) to be issued by the Issuer, as described in the Offering Circular plus the applicable 2026 Cash Consideration and the Accrued Interest Amount, (together, the “Exchange Offers” and each, an “Exchange Offer”);


and


(ii) the solicitation of consents from holders of the 2025 Notes and the 2026 Notes by the Issuer to approve certain proposals to amend the terms and conditions of the 2025 Notes and the 2026 Notes that are not exchanged pursuant to the Exchange Offers to align them with the terms and conditions of the New Notes and implement the Existing Notes Mandatory Exchange, which will result in the redemption of Existing Notes not offered for exchange by way of delivery, to the holders thereof, of 2029 Notes or 2030 Notes, as applicable, on the Settlement Date."


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(1) The Early Exchange Consideration expressed as a nominal value for each €1,000 in principal amount of Existing Notes validly offered for exchange prior to the Early Exchange Deadline and accepted for exchange by the Issuer, consisting of the Early New Notes Consideration and the Early Cash Consideration. (2) Principal amount of New Notes per €1,000 in principal amount of Existing Notes validly offered for exchange by such Eligible Holder prior to the Early Exchange Deadline and accepted for exchange by the Issuer (exclusive of any Accrued Interest Amount). Eligible Holders that offer their Existing Notes for exchange after the Early Exchange Deadline but prior to the Expiration Deadline will not be entitled to receive the applicable Early Exchange Consideration but instead will receive the applicable Late Exchange Consideration. (3) Cash amount per €1,000 principal amount of Existing Notes validly offered for exchange prior to the Early Exchange Deadline and accepted for exchange by the Issuer in the Exchange Offer. Eligible Holders who offer their Existing Notes for exchange after the Early Exchange Deadline but prior to the Expiration Deadline will not be entitled to the applicable Early Cash Consideration but instead will be entitled to the applicable Late Cash Consideration. The Early Cash Consideration of Eligible Holders who offer for exchange Existing Notes in a principal amount equal to or in excess of €100,000 but less than the applicable Adjusted Threshold Amount will be adjusted downwards so as to permit such Eligible Holder to receive at least €100,000 in principal amount of the applicable Series of New Notes as described herein. (4) For Eligible Holders who have offered for exchange Existing Notes in the Exchange Offers prior to the Early Exchange Deadline in a principal amount of less than the applicable Adjusted Threshold Amount, but in each case of at least €100,000, the composition of the Early Exchange Consideration to be received by such Eligible Holder on the Settlement Date will be adjusted so as to permit such Eligible Holder to receive at least €100,000 in principal amount of 2029 New Notes or 2030 New Notes, as applicable, and the proportion of the applicable Early Cash Consideration will be adjusted downwards accordingly. As a result, Eligible Holders who offer their Existing Notes in a principal amount of €100,000 in the Exchange Offers prior to the Early Exchange Deadline will only receive an equivalent principal amount of New Notes and will not receive any cash consideration. (5) The Late Exchange Consideration expressed as a nominal value for each €1,000 in principal amount of Existing Notes validly offered for exchange after the Early Exchange Deadline but before the Expiration Deadline and accepted for exchange by the Issuer, consisting of the Late New Notes Consideration and the Late Cash Consideration. (6) Principal amount of New Notes per €1,000 in principal amount of Existing Notes validly offered for exchange by such Eligible Holder after the Early Exchange Deadline but prior to the Expiration Deadline and accepted for exchange by the Issuer (exclusive of any Accrued Interest Amount). (7) Cash amount per €1,000 principal amount of Existing Notes validly offered for exchange after the Early Exchange Deadline but prior to the Expiration Deadline and accepted for exchange by the Issuer in the Exchange Offer. After the Early Exchange Deadline, no cash consideration will be paid for any amount of Existing Notes offered for exchange by Eligible Holders prior to the Expiration Deadline and accepted for exchange by the Issuer. Existing Holders will receive the applicable Late New Notes Consideration per €1,000 in principal amount of Existing Notes validly offered for exchange and accepted by the Issuer. (8) Assuming the 2025 Notes Mandatory Exchange is implemented, all of the 2025 Noteholders that do not submit valid Electronic Instructions by the Expiration Deadline will have their 2025 Notes redeemed on the Settlement Date in consideration for an aggregate principal amount of 2029 New Notes equal to the aggregate principal amount of 2025 Notes held by them (plus the applicable Accrued Interest Amount paid in cash). (9) Assuming the 2026 Notes Mandatory Exchange is implemented, all of the 2026 Noteholders that do not submit valid Electronic Instructions by the Expiration Deadline will have their 2026 Notes redeemed on the Settlement Date in consideration for an aggregate principal amount of 2030 New Notes equal to the aggregate principal amount of 2026 Notes held by them (plus the applicable Accrued Interest Amount paid in cash)."


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Globalworth Real Estate Investments Limited announces the results of its Tender Offer in respect of its €550,000,000 3.000 per cent. Notes due 2025 (ISIN: XS1799975922) and €400,000,000 2.950 per cent. Notes due 2026 (ISIN: XS2208868914)

27 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Euronext (Source: Globalworth Real Estate Investments Limited)


...


"The Offeror announces today that it will accept for purchase €100,000,000 in aggregate principal amount of the 2025 Notes validly tendered pursuant to the Offers, including all Notes validly tendered by way of Non-Competitive Tender Instructions.


The aggregate Purchase Consideration (excluding Accrued Interest Payments) for the 2025 Notes validly tendered and

accepted for purchase pursuant to the Offers will be €83,171,310, which will be funded by cash on the Offeror’s balance

sheet. The Offeror will also pay Accrued Interest in respect of the 2025 Notes validly tendered, delivered and accepted for purchase by the Offeror pursuant to the Offers. In accordance with the terms set out in the Tender Offer Memorandum, the Offeror determined not to accept any of the 2026 Notes tendered pursuant to the Offers.


The final results of the Offer for the 2025 Notes are as follows:

Notes purchased by the Offeror pursuant to the Offers are expected to be cancelled and will not be re-issued or re-sold.

Notes which have not been validly tendered and accepted for purchase pursuant to the Offers will remain outstanding after the Settlement Date.


Noteholders who have tendered their Notes for purchase pursuant to the Offers are advised to check with the bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold their Notes to determine whether their tendered Notes have been accepted for purchase by the Offeror.


Any Notes that have been tendered by way of Competitive Tender Instructions but not accepted by the Offeror for purchase pursuant to the Offers shall be unblocked in the relevant Noteholder’s account in the relevant Clearing System."


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Globalworth Real Estate Investments Limited announces Tender Offer

20 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Euronext (Source: Globalworth Real Estate Investments Limited)


"Globalworth Real Estate Investments Limited (the “Offeror”) announces a tender offer addressed to the holders of its outstanding €550,000,000 3.000 per cent. Notes due 29 March 2025 (ISIN: XS1799975922) (the “2025 Notes”) and €400,000,000 2.950 per cent. Notes due 29 July 2026 (ISIN: XS2208868914) (the “2026 Notes” and, together with the 2025 Notes, the “Notes”; each of the 2025 Notes and the 2026 Notes a “Series”) to tender their Notes for purchase by the Offeror for cash."


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"Rationale for the Offers


The purpose of the Offers is, amongst other things, to proactively manage the Offeror’s debt maturity profile.

Any Notes purchased by the Offeror pursuant to the Offers are expected to be cancelled and will not be re-issued or re-sold.


Notes which have not been validly tendered and accepted for purchase pursuant to the Offers will remain outstanding after the Settlement Date."


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