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IGD - Tender Offer/Exchange Offer & Consent Solicitation - Results

IMMOBILIARE GRANDE DISTRIBUZIONE SOCIETÀ DI INVESTIMENTO IMMOBILIARE QUOTATA S.P.A. (incorporated as a società di investimento immobiliare quotata with limited liability in the Republic of Italy) (the "Company")  ANNOUNCES THE FINAL RESULTS IN RELATION TO THE EXCHANGE OFFER, TENDER OFFER AND CONSENT SOLICITATION - XS2084425466


14 NOVEMBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext 


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"The Offer Period relating to the Exchange Offer and the Tender Offer and the Consent Solicitation expired at 5.00 p.m. CET on 10 November 2023.


A meeting of noteholders was held at 5.00 pm (CET) on 14 November 2023 on single call at Via Trattati Comunitari Europei 1957-2007 n. 13, 40127 Bologna, Italy in person and by means of teleconference to consider and, if thought fit, pass the Extraordinary Resolution (the "Meeting").


As set forth in the Memorandum, each of the Exchange Offer, the Tender Offer and the issuance of the New Notes was conditional on the satisfaction of the passing of the Extraordinary Resolution in accordance with the provisions of the Memorandum and applicable Italian law (the "Consent Condition").


Notice is hereby given that at the Meeting, the Extraordinary Resolution was duly passed by Existing Noteholders and therefore the Consent Condition has been met. As a result, the Company will accept all Offers to Participate in the Exchange Offer and the Tender Offer that were validly made and not withdrawn.



FINAL RESULTS


The results of the Meeting, the Exchange Offer and the Tender Offer are set out below:


Results of the Meeting




Results of the Exchange Offer


1 As further described in the Memorandum, the Principal Amount of New Notes per Qualifying Holder will be rounded up to the nearest €1,000, and, in the case where the calculation of the Principal Amount of New Notes per Qualifying Holder would not allow such Qualifying Holder to receive New Notes of at least the minimum denomination of €100,000, the Principal Amount of New Notes per Qualifying Holder will be rounded up to €100,000. As a result of such rounding, the proportion of New Notes and Early Cash Component constituting the Exchange Consideration will vary between Qualifying Holders and certain Qualifying Holders may receive New Notes totalling more than 90 per cent. of the aggregate nominal amount of Existing Notes that they have validly offered for exchange (and correspondingly a lower Early Cash Component than certain other Qualifying Holders).




Results of the Tender Offer



The Company hereby announces that the aggregate amount of New Notes to be issued in relation to the Exchange Offer and the Tender Offer is €310,006,000. A description of the New Notes is set out below:"



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IMMOBILIARE GRANDE DISTRIBUZIONE SOCIETÀ DI INVESTIMENTO IMMOBILIARE QUOTATA S.P.A. (incorporated as a società di investimento immobiliare quotata with limited liability in the Republic of Italy) (the "Company") to the Qualifying Holders (as defined in the exchange offer, tender offer and consent solicitation memorandum dated 5 October 2023 (the "Memorandum")) of the outstanding €400,000,000 2.125 per cent. Fixed Rate Notes due 28 November 2024 issued by the Company on 28 November 2019 (ISIN: XS2084425466) (the "Existing Notes")

05 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"IMMOBILIARE GRANDE DISTRIBUZIONE SOCIETÀ DI INVESTIMENTO IMMOBILIARE QUOTATA S.P.A. (incorporated as a società di investimento immobiliare quotata with limited liability in the Republic of Italy) (the "Company") to the Qualifying Holders (as defined in the exchange offer, tender offer and consent solicitation memorandum dated 5 October 2023 (the "Memorandum")) of the outstanding €400,000,000 2.125 per cent. Fixed Rate Notes due 28 November 2024 issued by the Company on 28 November 2019 (ISIN: XS2084425466) (the "Existing Notes")


(A1) to offer to exchange any and all of such Existing Notes for (i) newly issued euro-denominated senior fixed rate notes to be issued by the Company (the "New Notes") and (ii), if applicable, an Early Cash Component (as defined and further described in the Memorandum) (such invitation, the "Exchange Offer")


or


(A2) to offer to tender any and all of such Existing Notes for purchase by the Company for cash (such invitation, the "Tender Offer")


and


(B) to consider and, if thought fit, approve the Proposals (as defined in the Memorandum), by separate Extraordinary Resolution pursuant to the terms and conditions of the Existing Notes including certain modifications to the Existing Notes (the "Consent Solicitation", and together with the Exchange Offer and the Tender Offer, the "Invitations") In addition to the general conditions relating to the Exchange Offer and the Tender Offer and the issuance of the New Notes set forth in the Memorandum, each of the Exchange Offer, the Tender Offer and the issuance of the New Notes are conditional on the satisfaction of the passing of the Extraordinary Resolution in accordance with the provisions of the Memorandum and applicable Italian law (the "Consent Condition").


A summary of the terms of the Exchange Offer appears below:


1 Subject to additional Step-Up of 1.25 per cent. per annum for loss of Investment Grade Rating as set out in the terms and conditions of the Existing Notes contained in the Existing Notes Listing Particulars. 2 Taking into account the sum of the nominal amount of New Notes received by each Qualifying Holder plus, as applicable, the Early Cash Component to be received by each Qualifying Holder validly offering their Existing Notes for exchange prior to the Early Deadline and accepted by the Company, as the case may be, as a percentage of the aggregate nominal amount of Existing Notes validly offered for exchange by a Qualifying Holder and accepted by the Company.


A summary of the terms of the Tender Offer appears below:

3 Subject to additional Step-Up of 1.25 per cent. per annum for loss of Investment Grade Rating as set out in the terms and conditions of the Existing Notes contained in the Existing Notes Listing Particulars. 4 Subject to the Issuer's discretion of such amount to be higher than 90% but not more than 100%.


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Rationale for the Invitations


The purpose of the transaction is to proactively extend the Company’s upcoming debt redemptions."


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