Wrap Text
Convertible Bond Offering
INTU PROPERTIES PLC
(Registration number UK3685527)
ISIN Code: GB0006834344
JSE Code: ITU
Intu Properties plc (“intu”)
THIS PRESS RELEASE RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED,
OR MAY HAVE QUALIFIED, AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE
7(1) OF THE EU MARKET ABUSE REGULATIONS.
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR IN OR INTO CANADA,
JAPAN, SOUTH AFRICA, ITALY OR ANY OTHER JURISDICTION IN WHICH SUCH
DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
25 OCTOBER 2016
INTU PROPERTIES PLC
Convertible Bond Offering
intu properties plc (“intu” or the “Company”) today announces the
successful pricing of an offering of £375 million of Guaranteed Convertible
Bonds due 2022 (the “Bonds”).
Use of proceeds
The Company intends to use the net proceeds of the offering to:
- complete the committed pipeline of developments of £212 million over
the next two years which are predominantly pre-let, including £152
million relating to the 400,000 sq. ft. extension of intu Watford
- refinance the £101 million drawn on the revolving credit facility
(the “RCF”) for the £410 million acquisition of the remaining 50 per
cent of intu Merry Hill in June 2016 and finance the identified asset
management initiatives of £85 million over the next two years to
reposition the asset
- provide sufficient overall financial facilities to enable the Company
to pursue further projects which may be committed in the next 12
months, such as the leisure extension at intu Lakeside, the
redevelopments of intu Broadmarsh in Nottingham and Barton Square at
intu Trafford Centre and the development of the intu Costa del Sol
shopping resort
These are expected to be accretive to both earnings and net asset value per
share after taking account of the offering. The expected stabilised initial
yield on these projects will be in the range of 6 per cent and 10 per cent.
More generally, the Company believes that the offering diversifies its
medium term sources of finance and improves its existing financial
position.
The Managers are lenders under the RCF and accordingly will receive
repayment in respect of their participation under the RCF from the net
proceeds of the Offering.
The Bonds
The Bonds will be issued by Intu (Jersey) 2 Limited, a wholly owned
subsidiary of the Company incorporated in Jersey (the “Issuer”), and will
be guaranteed by the Company.
The Bonds, which will have a maturity date of 1 November 2022, will be
issued at par and will carry a coupon of 2.875 per cent per annum payable
semi-annually in arrear. The Bonds will, subject to the satisfaction of
certain conditions, be convertible into ordinary shares of the Company (the
“Shares”). The initial conversion price is £3.7506 per Share representing a
premium of 30 per cent above the volume weighted average price of the
Shares between launch and pricing.
The conversion price will be adjusted downwards in respect of any cash
dividend paid in respect of any financial year of the Company above 13.7p
per Share, pursuant to the terms and conditions of the Bonds. Under the
terms and conditions of the Bonds, the Company will have the right to elect
to settle any conversion rights entirely in cash, Shares or a combination
of Shares and cash.
The Issuer will have the option to call all outstanding Bonds at par plus
accrued interest (i) on or after 23 November 2020 if the value of the
underlying Shares per Bond equals or exceeds 130% of the principal amount
of the Bond for at least 20 out of 30 consecutive dealing days which must
end no earlier than 5 dealing days prior to the date on which notice for
redemption is given or (ii) at any time, if 15% or less of the principal
amount of the Bonds originally issued remains outstanding.
If not previously converted, redeemed or purchased and cancelled, the Bonds
will be redeemed at par on 1 November 2022. Settlement of the Bonds is
expected to take place on or about 1 November 2016 (the “Closing Date”).
It is intended that application will be made for the Bonds to be listed on
the Channel Islands Securities Exchange or another recognised stock
exchange (as such term is defined in section 1005 of the Income Tax Act
2007) and the Open Market (Freiverkehr) of the Frankfurt Stock Exchange
after the Closing Date but prior to the first coupon payment of the Bonds.
BofA Merrill Lynch, Credit Suisse and HSBC are acting as Joint Global
Coordinators and Joint Bookrunners (together, the “Joint Bookrunners”), UBS
Investment Bank is acting as Co-Bookrunner and Lloyds is acting as Co-
Manager in connection with the offering (together, the “Managers”).
Rothschild is acting as adviser to the Company.
ENQUIRIES
Intu Properties plc
David Fischel Chief Executive +44 (0)20 7960 1207
Matthew Chief Financial Officer +44 (0)20 7960 1353
Roberts
Adrian Croft Head of Investor Relations +44 (0)20 7960 1212
Public relations
UK: Justin Griffiths, Powerscourt +44 (0)20 7250 1446
SA: Frédéric Cornet, Instinctif Partners +27 (0)11 447 3030
JSE Sponsor:
Merrill Lynch South Africa (Pty) Limited
NOTES FOR EDITORS
intu is the UK’s leading owner, manager and developer of prime regional
shopping centres with a growing presence in Spain.
We are passionate about creating uniquely compelling experiences, in centre
and online, that attract customers, delivering enhanced footfall, dwell
time and loyalty. This helps our retailers flourish, driving occupancy and
income growth.
A FTSE 100 company, we own many of the UK’s largest and most popular retail
destinations, including nine of the top 20, with super regional centres
such as intu Trafford Centre and intu Lakeside and vibrant city centre
locations from Newcastle to Watford.
We are focused on four strategic objectives: optimising the performance of
our assets to provide attractive long term total property returns,
delivering our UK development pipeline to add value to our portfolio,
leveraging the strength of our brand and seizing the opportunity in Spain
to create a business of scale.
We are committed to our local communities and to operating with
environmental responsibility. Our centres support over 120,000 jobs
representing about 4% of the total UK retail workforce.
Our success creates value for our retailers, investors and the communities
we serve.
DISCLAIMER
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE COMPANY, THE MANAGERS,
ROTHSCHILD OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN
OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE
OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY
JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE
POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER, THE
COMPANY, THE MANAGERS AND ROTHSCHILD TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR
INTO THE UNITED STATES. THIS PRESS RELEASE IS NOT AN OFFER TO SELL
SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL
THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SALE WOULD BE UNLAWFUL. THE SECURITIES MENTIONED IN THIS PRESS RELEASE HAVE
NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”), AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION
FROM REGISTRATION UNDER THE US SECURITIES ACT. THERE WILL BE NO PUBLIC
OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.
THIS PRESS RELEASE AND THE OFFER WHEN MADE ARE ONLY ADDRESSED TO AND
DIRECTED, IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EACH, A “MEMBER
STATE”), AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC) AND
AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE (“QUALIFIED
INVESTORS”). EACH PERSON WHO INITIALLY ACQUIRES ANY BONDS OR TO WHOM ANY
OFFER OF BONDS MAY BE MADE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED
AND AGREED THAT IT IS A “QUALIFIED INVESTOR” WITHIN THE MEANING OF ARTICLE
2(1)(E) OF THE PROSPECTUS DIRECTIVE.
IN ADDITION, IN THE UNITED KINGDOM, THIS PRESS RELEASE IS BEING DISTRIBUTED
ONLY TO, AND 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”) AND QUALIFIED INVESTORS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT
MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS “RELEVANT PERSONS”). THIS PRESS RELEASE 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 OTHER THAN THE UNITED KINGDOM, BY
PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
NO SALES TO INVESTORS LOCATED OR RESIDENT IN ITALY.
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS
OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER’S AND THE
COMPANY’S PUBLICLY AVAILABLE INFORMATION. NEITHER THE MANAGERS, ROTHSCHILD
NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM
THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS
OF, THIS PRESS RELEASE OR THE ISSUER’S AND/OR THE COMPANY’S PUBLICLY
AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS
SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE.
EACH PROSPECTIVE INVESTOR IN THE BONDS SHOULD PROCEED ON THE ASSUMPTION
THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS. NEITHER
THE ISSUER, THE COMPANY, THE MANAGERS NOR ROTHSCHILD MAKE ANY
REPRESENTATION AS TO (I) THE SUITABILITY OF THE BONDS FOR ANY PARTICULAR
INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX
CONSEQUENCES OF INVESTING IN THE BONDS OR (III) THE FUTURE PERFORMANCE OF
THE BONDS EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THIS PRESS RELEASE 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 THE COMPANY’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 THE COMPANY’S
BUSINESS, RESULTS OF OPERATIONS, FINANCIAL POSITION, LIQUIDITY, PROSPECTS,
GROWTH OR STRATEGIES. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE
THEY ARE MADE.
MERRILL LYNCH INTERNATIONAL (“BOFA MERRILL LYNCH”), CREDIT SUISSE
SECURITIES (EUROPE) LIMITED (“CREDIT SUISSE”), HSBC BANK PLC (“HSBC”), UBS
INVESTMENT BANK(“UBS”) AND LLOYDS BANK PLC (“LLOYDS BANK”) ARE ACTING ON
BEHALF OF THE ISSUER AND THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREIN AND WILL NOT BE RESPONSIBLE TO ANY OTHER
PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE MANAGERS OR
FOR PROVIDING ADVICE IN RELATION TO THE BONDS. N M ROTHSCHILD & SONS
LIMITED (“ROTHSCHILD”), WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL
CONDUCT AUTHORITY IN THE UNITED KINGDOM, IS ACTING FOR THE COMPANY AND NO
ONE ELSE IN RELATION TO THE TRANSACTION CONTEMPLATED HEREIN AND WILL NOT BE
RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF N M ROTHSCHILD & SONS LIMITED NOR FOR PROVIDING
ADVICE IN RELATION TO THE PROPOSED TRANSACTION.
IN CONNECTION WITH THE OFFERING OF THE BONDS, THE MANAGERS AND ANY OF THEIR
AFFILIATES, ACTING AS INVESTORS FOR THEIR OWN ACCOUNTS, MAY SUBSCRIBE FOR
OR PURCHASE SECURITIES 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 THE COMPANY OR RELATED INVESTMENTS IN
CONNECTION WITH THE BONDS OR THE COMPANY OR OTHERWISE. ACCORDINGLY,
REFERENCES TO THE SECURITIES BEING ISSUED, OFFERED, SUBSCRIBED, ACQUIRED,
PLACED OR OTHERWISE DEALT IN SHOULD BE READ AS INCLUDING ANY ISSUE OR OFFER
TO, OR SUBSCRIPTION, ACQUISITION, PLACING OR DEALING BY, THE MANAGERS AND
ANY OF THEIR RESPECTIVE AFFILIATES ACTING AS INVESTORS FOR THEIR OWN
ACCOUNTS. THE MANAGERS 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.
EACH OF THE ISSUER, THE COMPANY, THE MANAGERS, ROTHSCHILD AND THEIR
RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO
UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
STABILISATION FCA/ICMA
Date: 25/10/2016 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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