REG - Merlin Prop SOCIMI - Indicative Results Announcement
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
MERLIN PROPERTIES SOCIMI, S.A. ANNOUNCES INDICATIVE RESULTS OF TENDER OFFER FOR NOTES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
This announcement does not constitute an invitation to participate in the Solicitation of Offers to Sell (as defined herein) in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions (including the United States, the United Kingdom, the Republic of Italy, Belgium, France and Spain) may be restricted by law. Persons into whose possession this document comes are required by the Offeror and the Joint Dealer Managers to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Offeror, the Joint Dealer Managers or the Tender Agent.
Madrid, 13 July 2020.
Further to its announcement on 6 July 2020, MERLIN Properties SOCIMI, S.A. (the "Offeror") hereby announces the indicative results of its invitation to holders of its €700,000,000 2.375 per cent. Notes due 23 May 2022 (ISIN: XS1416688890) (the "2022 Notes") and €850,000,000 2.225 per cent. Notes due 25 April 2023 (ISIN: XS1398336351) (the "2023 Notes" and, together with the 2022 Notes, the "Notes" and, each issuance of Notes, a "Series") to offer to sell Notes to the Offeror for cash at the relevant Purchase Price (the "Solicitation of Offers to Sell").
The Solicitation of Offers to Sell was made upon the terms and subject to the conditions contained in a tender offer memorandum dated 6 July 2020 (the "Memorandum") prepared in connection with the Solicitation of Offers to Sell. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Memorandum.
Summary of Results
Following the expiration of the Solicitation of Offers to Sell at 4:00 p.m. (London time) on 10 July 2020 (the "Expiration Date"), the Offeror hereby announces its non-binding indication that (subject to its confirmation in its sole and absolute discretion):
(i) it intends to accept for purchase EUR 151,700,000 in aggregate principal amount of the 2022 Notes and EUR 107,214,000 in aggregate principal amount of the 2023 Notes in accordance with the terms and conditions of the Solicitation of Offers to Sell; and
(ii) it intends to accept in full with no pro-ration all Offers to Sell in respect of the Notes which were validly submitted by the Expiration Date.
The Purchase Price for each Series of Notes accepted for purchase will be determined at or around 1:00 p.m. (London time) today in accordance with the terms set out in the Memorandum by reference to the sum of the relevant Reference Benchmark Yield and the relevant Purchase Spread.
Description of Notes
ISIN
Maturity Date
First Optional Call Date
Indicative aggregate principal amount accepted
2022 Notes
XS1416688890
23 May 2022
23 February 2022
€151,700,000
2023 Notes
XS1398336351
25 April 2023
25 January 2023
€107,214,000
The Offeror will announce whether it will accept valid Offers to Sell pursuant to the Solicitation of Offers to Sell and, if so accepted, (i) the principal amount of each Series of Notes accepted for purchase and any pro-ration factor; (ii) the relevant Purchase Price for each Series of Notes accepted for purchase; and (iii) the relevant Reference Benchmark Yield and the relevant Purchase Yield, as soon as practicable following the Pricing Time, 1:00 p.m. (London time) today.
Settlement
All purchases of Notes accepted pursuant to the Solicitation of Offers to Sell are (subject to confirmation by the Offeror in its sole and absolute discretion) expected to be settled on 14 July 2020 (the "Settlement Date") through the normal procedures of the Clearing Systems.
Subject to the successful completion (in the sole and absolute determination of the Offeror) of the Euro denominated fixed rate notes issue under its Euro Medium Term Note Programme, which is expected to take place on the date hereof, on the Settlement Date the Offeror will pay, or procure the payment of, the relevant Purchase Price plus Accrued Interest to all Noteholders whose Offers to Sell have been validly accepted by the Offeror pursuant to the Terms and Conditions, subject to receipt of the relevant Notes.
Notes in respect of which the Offeror does not accept an Offer to Sell will remain outstanding subject to the terms and conditions of such Notes.
Further Information
A complete description of the terms and conditions of the Solicitation of Offers to Sell is set out in the Memorandum. Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank and Société Générale are the Joint Dealer Managers for the Solicitation of Offers to Sell.
Requests for information in relation to the Solicitation of Offers to Sell should be directed to:
JOINT DEALER MANAGERS
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
Email: liabilitymanagement.europe@citi.com
Attn: Liability Management Group
Crédit Agricole Corporate and Investment Bank
12 place des États-Unis
CS 70052
92 547 Montrouge Cedex
France
Telephone: +44 20 7214 5903
Email: liability.management@ca-cib.com
Attn: Liability Management
Société Générale
17 Cours Valmy
92987 Paris La Défense Cedex
France
Telephone: +33 1 42 13 32 40
Email: liability.management@sgcib.com
Attn: Liability Management
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 207 704 0880
Email: merlin@lucid-is.com
Attn: David Shilson
Further details relating to the contents of this announcement can be obtained from:
MERLIN Properties SOCIMI, S.A.
Paseo de la Castellana, 257
28046 Madrid
Spain
Email: miguel.ollero@merlinprop.com / francisco.rivas@merlinprop.com
Attn: Miguel Ollero / Francisco Rivas
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
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