Grand City Properties S.A. - Tender Offer and Exchange Offer 2024 - Results

Grand City Properties S.A. announces results of Tender and Exchange Offer - XS1491364953 - XS1811181566

10 APRIL 2024

Full announcement, including disclaimers and restrictions, available via Euronext

Scroll below for information on previous Offers related to Grand City Properties S.A.

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"Final Results

The Company announces the satisfaction of the New Issue Minimum Size Condition and therefore that it will accept all valid Offers to Participate pursuant to the Offers. Consequently, the final results of the Offers are set out in the table below:

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Grand City Properties S.A. announces Tender and Exchange Offer - XS1491364953 - XS1811181566

02 APRIL 2024

Full announcement, including disclaimers and restrictions, available via Euronext

Scroll below for information on previous Offers related to Grand City Properties S.A.

"Announces the launch of an invitation to Qualifying Holders of the outstanding €200,000,000 Undated

Subordinated Notes subject to Interest Rate Reset with a First Call Date in 2023 issued by the

Company (the “6.332% Notes”) and €350,000,000 Undated Subordinated Notes subject to Interest Rate

Reset with a First Call Date in 2023 issued by the Company (the “5.901%Notes” and, together with the

6.332% Notes, the “Existing Notes” and each a “Series”),

to either:

(i) offer to exchange any and all Existing Notes of each Series for exchange consideration comprising (a)

newly issued euro-denominated undated subordinated notes subject to interest rate reset with a first

call date in 2030, issued by Grand City Properties Finance S.à r.l. (the “New Notes Issuer”) and

unconditionally and irrevocably guaranteed on a subordinated basis by the Company (the “New

Notes”) and (b) the Cash Amount (as defined and further described in the Exchange and Tender Offer

Memorandum) (the “Exchange Offer”); or

(ii) offer to exchange 85% in aggregate nominal amount of any and all Existing Notes of each Series in

the Exchange Offer and tender 15% in aggregate nominal amount of any and all Existing Notes of each

Series for purchase by the Company for the Tender Consideration (as defined and further described in

the Exchange and Tender Offer Memorandum) (the “Tender Offer” and, when so combined with the

Exchange Offer, the “Exchange and Tender Offer”),

together the “Offers”.

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A summary of the terms of the Offers appears below:

* Subject to the Exchange Minimum Participation Requirement, if a Qualifying Holder validly submits an Instruction Notice specifying that it is participating in the Exchange Offer only, 100% of the aggregate nominal amount of Existing Notes of each relevant Series validly offered by such Qualifying Holder and accepted by the Company will be treated as being validly offered for exchange and will therefore be included in the Exchange Offer and used to calculate the Exchange Consideration due to such Qualifying Holder. Subject to the Exchange and Tender Minimum Participation Requirement, if a Qualifying Holder validly submits an Instruction Notice specifying that it is participating in the Exchange and Tender Offer, 85% of the aggregate nominal amount of Existing Notes of each relevant Series validly offered by such Qualifying Holder and accepted by the Company will be treated as being validly offered for exchange and will therefore be included in the Exchange Offer and used to calculate the Exchange Consideration due to such Qualifying Holder, with the remaining 15% in aggregate nominal amount of Existing Notes of each such Series being treated as validly tendered for purchase and therefore included in the Tender Offer and used to calculate the Tender Consideration due to such Qualifying Holder. For the avoidance of doubt, the Tender Offer is solely a component of the Exchange and Tender Offer and it is not possible for a Qualifying Holder to participate solely in the Tender Offer. In addition to any cash amount to be paid to each Qualifying Holder as part of the Offer Consideration, the Company will pay or procure the payment of the relevant Accrued Interest Amount (as defined and further described herein) in cash.

**Accepted for Exchange refers to Existing Notes validly offered for exchange by a Qualifying Holder in the Exchange Offer and accepted and exchanged by the Company.

***Accepted for Tender refers to Existing Notes validly tendered by a Qualifying Holder in the Tender Offer and accepted and purchased by the Company.

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"Rationale for the Offers

Hybrid instruments are a key component of the Company’s long-term capital structure and help support its credit rating and leverage metrics, which in turn remain important for the corporate strategy.

Following careful evaluation and taking into account cost and market conditions for a new issuance, the Company has thus far elected not to exercise its option to call existing hybrid notes at their respective first reset dates and thus lost the equity credit attached to these notes from the rating agencies.

Considering the interest of all stakeholders, and with the goal to regain equity credit on its hybrid notes and support its rating matrix, the Company has decided to offer an alternative to investors in eligible outstanding euro denominated hybrid notes.

Investors therefore have the opportunity to participate in a voluntary exchange of existing eligible holdings into either: (i) new hybrid notes at the relevant exchange ratio, and a cash amount for participating in the exchange, or (ii) new hybrid notes at the relevant exchange ratio, a cash amount for participating in the exchange, and a partial redemption of their exchanged notes for cash.

The Exchange Offer is subject to achieving a minimum new issue size of €150,000,000."

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Grand City Properties S.A. announces the result of the cash tender offers to the holders of several series of its outstanding senior notes due 2024, 2025 and 2026.

29 MAY 2023

Full announcement available via Euronext

"Announcement of Results

The Company hereby announces that it will accept for purchase EUR 76,700,000 in aggregate principal amount of Notes validly tendered pursuant to the Offers. The total purchase consideration for Notes validly tendered and accepted for purchase (excluding Accrued Interest in respect of such Notes) is EUR 71,738,650.00.

The final results of the Offers are as follows:

Series W Offer

The Company has decided to accept EUR 54,900,000 in aggregate principal amount of the Series W Notes validly tendered. The final results of the Series W Offer are as follows:

Series Acceptance Amount: EUR 54,900,000

Total Purchase Consideration (excluding Accrued Interest): EUR 52,764,900.00

Following the settlement of the Series W Offer, Series W Notes in a principal amount of EUR 149,800,000

will remain outstanding.

Series E Offer

The Company has decided to accept EUR 9,200,000 in aggregate principal amount of the Series E Notes

validly tendered. The final results of the Series E Offer are as follows:

Series Acceptance Amount: EUR 9,200,000

Total Purchase Consideration

(excluding Accrued Interest): EUR 8,491,750.00

Following the settlement of the Series E Offer, Series E Notes in a principal amount of EUR 196,400,000

will remain outstanding.

Series G Offer

The Company has decided to accept EUR 12,600,000 in aggregate principal amount of the Series G Notes

validly tendered. The final results of the Series G Offer are as follows:

Series Acceptance Amount: EUR 12,600,000

Total Purchase Consideration

(excluding Accrued Interest): EUR 10,482,000.00

Following the settlement of the Series G Offer, Series G Notes in a principal amount of EUR 587,400,000

will remain outstanding."

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Grand City Properties S.A. announces cash tender offers to the holders of several series of its outstanding senior notes due 2024, 2025 and 2026.

22 MAY 2023

Full announcement available via Euronext

"The Board of Directors of Grand City Properties S.A. (the "Company") has decided to offer to the holders of its

(i) EUR 600,000,000 1.7 per cent. Notes due 2024 (ISIN: XS2154325562), issued by the Company (the "Series W Notes");

(ii) EUR 550,000,000 1.5 per cent. Notes due 2025 (ISIN: XS1220083551), issued by the Company (the "Series E Notes"); and

(iii) EUR 600,000,000 1.375 per cent. Notes due 2026 (ISIN: XS1654229373), issued by the Company (the "Series G Notes" and together with the Series W Notes and the Series E Notes, the "Notes" and each a "Series") to tender the Notes for purchase by the Company for cash (the "Offers" and each such invitation, an "Offer").

The Offers shall be subject to the terms and conditions set out in the tender offer memorandum dated 22 May 2023 (the "Tender Offer Memorandum") prepared by the Company.

The Offers begin today and will expire at 5:00 p.m. (CEST) on 26 May 2023 (the "Expiration Deadline"), unless extended, withdrawn, re-opened or terminated at the sole and absolute discretion of the Company as provided in the Tender Offer Memorandum. Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offers

The rationale of the Offers is, amongst other things, to proactively manage the Company's debt maturity profile."

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