REG - Globalworth Real Est - Exchange Offer Early Exchange Deadline Results

Globalworth Real Estate InvestmentsAnnouncement

10/04/2024 12:00

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RNS Number : 0539K  Globalworth Real Estate Inv Ltd  10 April 2024

10 April 2024

 

NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

 

This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the securities referred to
herein in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction.

 

The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014. Upon the publication of this announcement, this information is
considered to be in the public domain.

 

Manufacturer target market (MIFID II and UK MiFIR product governance) will be
eligible counterparties and professional clients only (all distribution
channels). No PRIIPs or UK PRIIPs key information document (KID) has been
prepared as not available to retail in EEA or the United Kingdom.

 

Globalworth Real Estate Investments Limited

("Globalworth" or the "Company")

 

Exchange Offer Early Exchange Deadline Results Announcement

Capitalised terms used in this announcement, but not defined, have the
meanings given to them in the Company's announcement on 28 March 2024.

 

Further to its announcement on 28 March 2024, Globalworth announces positive
results following the expiration of the Early Exchange Deadline with respect
to its outstanding Exchange Offer. Holders of approximately €359 million of
2025 Notes in aggregate principal amount (accounting for approximately 80% of
the outstanding 2025 Notes) and holders of approximately €335 million of
2026 Notes in aggregate principal amount (accounting for approximately 84% of
the outstanding 2026 Notes) have validly offered to exchange their Existing
Notes in the Exchange Offer as of the Early Exchange Deadline. The level of
participation at the Early Exchange Deadline is an important milestone towards
the successful completion of the Exchange Offer and Consent Solicitation
process. The Exchange Offer remains outstanding and settlement of the Exchange
Offer remains subject to certain further conditions set out in the Memorandum.

 

 

For further information, visit www.globalworth.com
(http://www.globalworth.com/)  or contact:

 

Enquiries

 

 Rashid Mukhtar                                        Tel: +40 732 800 000

 Group CFO

 Panmure Gordon (Nominated Adviser and Joint Broker)   Tel: +44 20 7886 2500

 Dominic Morley

 

About Globalworth / Note to Editors:

 

Globalworth is a listed real estate company active in Central and Eastern
Europe, quoted on the AIM-segment of the London Stock Exchange. It has become
the pre-eminent office investor in the CEE real estate market through its
market-leading positions both in Poland and Romania. Globalworth acquires,
develops and directly manages high-quality office and industrial real estate
assets in prime locations, generating rental income from high quality tenants
from around the globe. Managed by over 269 professionals across Cyprus,
Guernsey, Poland and Romania the combined value of its portfolio is €3.0
billion, as at 31 December 2023. Approximately 96.8% of the portfolio is in
income-producing assets, predominately in the office sector, and leased to a
diversified array of over 715 national and multinational corporates. In Poland
Globalworth is present in Warsaw, Wroclaw, Lodz, Krakow, Gdansk and Katowice,
while in Romania it has assets in Bucharest and seven other cities.

For more information, please visit www.globalworth.com
(http://www.globalworth.com) and follow us on Facebook, Instagram and
LinkedIn.

IMPORTANT NOTICE:

 

This announcement does not constitute, or form part of, an offer or invitation
to sell or issue, or any solicitation of an offer to buy or subscribe for, any
securities in the United States or any other jurisdiction nor shall it (or any
part of this announcement) or the fact of its distribution form the basis of,
or be relied upon in connection with, or act as any inducement to enter into,
any contract or commitment. Recipients of this announcement who intend to
purchase any securities are reminded that any such purchase or subscription
must be made solely on the basis of the information contained in any final
form offering circular published in connection with any such securities. In
certain jurisdictions, the transactions described above and the distribution
of this announcement and other information in connection with the transactions
described above may be restricted by law 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 communication is not an offer of securities for sale in the United
States, Australia, Canada, Japan or any other jurisdiction where to do so
would be unlawful. Globalworth Real Estate Investments Limited has not
registered, and does not intend to register, securities in any of these
jurisdictions or to conduct an offer of securities for sale in any of these
jurisdictions. In particular, no securities of Globalworth Real Estate
Investments Limited have been or will be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), and such securities may not be
offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons (as defined in Regulation S under the Securities
Act) except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in compliance with any
applicable state securities laws.

 

The securities referred to herein are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended, the "Insurance Distribution Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. No key information document required by Regulation (EU) No
1286/2014 (the "PRIIPs Regulation") for offering or selling any in scope
instrument or otherwise making such instruments available to retail investors
in the EEA has been prepared and therefore offering or selling securities or
otherwise making them available to any retail investor in the EEA may be
unlawful.

 

The securities referred to herein are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom (the "UK"). For these
purposes, a "retail investor" means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "EUWA"); (ii) a consumer within the meaning of the
provisions of the Financial Services and Markets Act 2000, as amended (the
"FSMA"), and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that consumer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK
MiFIR"); or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA. Consequently, no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the securities or otherwise making
them available to retail investors in the UK has been prepared and therefore
offering or selling the securities or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

 

This announcement is for distribution only to persons who (i) have
professional experience in matters relating to investments falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the Financial Promotion Order)), (ii) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations etc.") of the Financial Promotion Order, (iii) are existing
Noteholders or other persons falling within Article 43 of the Financial
Promotion Order, (iv) are outside the United Kingdom, or (v) are persons to
whom an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the FSMA) in connection with the issue or sale of any
securities may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant persons"). This
announcement is directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment or
investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons.

 

Solely for the purposes of each manufacturer's product approval process, the
target market assessment in respect of the notes has led to the conclusion
that: (i) the target market for the notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the notes to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or
recommending the notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in
respect of the notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.

 

Solely for the purposes of each manufacturer's product approval process, the
target market assessment in respect of the notes has led to the conclusion
that: (i) the target market for the Notes is only eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook, and professional
clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA; and (ii) all channels for distribution of the Notes
to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook is responsible for undertaking
its own target market assessment in respect of the notes (by either adopting
or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.

 

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