Great Portland Estates plc Convertible Bond Offering
The information contained in this section of the Great Portland Estates website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or South Africa or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
RNS Number : 1388N
Great Portland Estates PLC
03 September 2013
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
Great Portland Estates plc Convertible Bond Offering
Great Portland Estates plc ("GPE" or the "Company") announces the final terms of its offering (the "Offering") of £150 million of senior, unsecured Convertible Bonds due 2018 (the "Bonds"), announced earlier today. The Bonds will be issued by Great Portland Estates Capital (Jersey) Limited (the "Issuer") and guaranteed by the Company.
The Bonds will have a coupon of 1.0% per annum payable semi-annually in arrear and the initial conversion price has been set at £7.145 per share, representing a premium of 35% above the volume weighted average price of the Company's shares from launch to pricing.
Settlement is expected to take place on or about 10 September 2013.
Nick Sanderson, Finance Director of GPE, said: "We are very pleased with the appetite investors have shown for this convertible bond which was significantly oversubscribed and provides GPE with attractive financing at a low fixed coupon that should further enhance returns for shareholders from our exciting development programme. Our strong track record in accessing funding on competitive terms from a range of sources reflects our focused business strategy, prime central London property portfolio and conservative capital structure."
J.P. Morgan Securities plc and The Royal Bank of Scotland plc are acting as Joint Global Coordinators and Joint Bookrunners (together, the "Joint Global Coordinators") and Credit Suisse Securities (Europe) Limited and HSBC Bank plc as Joint Bookrunners (together with the Joint Global Coordinators, the "Joint Bookrunners") and Banco Santander, S.A. and Crédit Agricole Corporate and Investment Bank as Co-Managers (together with the Joint Bookrunners, the "Managers") in connection with the Offering. Lazard is acting as financial adviser to GPE in relation to the Offering.
Great Portland Estates plc
Toby Courtauld, Chief Executive 020 7647 3042
Nick Sanderson, Finance Director 020 7647 3034
RLM Finsbury Group
James Murgatroyd / Gordon Simpson 020 7251 3801
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions 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 announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for or otherwise buy any securities to any person in the United States, Canada, Australia, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, South Africa, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, South Africa, Canada or Japan. There will be no public offer of the securities in the United States, Canada, Australia, Japan or South Africa.
This communication is directed only at persons (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 under the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. 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.
Each of the Managers, each of which is authorised and regulated by the Financial Conduct Authority and also regulated by the Prudential Regulation Authority, and Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Offering and will not be responsible to any other person for providing the protections afforded to clients of such Manager or Lazard respectively or for providing advice in relation to the Offering, the Bonds or any other transaction, matter or arrangement referred to in this announcement.
Each of the Company, the Issuer, the Managers, Lazard and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bonds. The value of the Bonds can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bonds for the person concerned.
In connection with the Offering, 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.
None of the Managers, Lazard or any of their respective directors, officers, employees, advisers or agents accepts any responsibility, duty or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
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