IL PRESENTE DOCUMENTO NON E' DESTINATO ALLA DIFFUSIONE,
PUBBLICAZIONE O DISTRIBUZIONE AD ALCUNA U.S. PERSON, (COME DEFINITA
AI SENSI DELLA REGULATION S DEL UNITED STATES SECURITIES ACT DEL
1933, COME SUCCESSIVAMENTE MODIFICATO) NEGLI STATI UNITI, I SUOI
TERRITORI O POSSEDIMENTI OGNI STATO DEGLI STATI UNITI O DISTRETTO
DELLA COLUMBIA (GLI STATI UNITI) OVVERO AD ALCUNA PERSONA UBICATA O
RESIDENTE IN ALCUNA ALTRA GIURISDIZIONE IN CUI SIA ILLEGALE
DISTRIBUIRE IL PRESENTE DOCUMENTO. NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE UNITED STATES)
OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
PRESS RELEASE IGD SIIQ SPA EXCHANGE OFFER ADDRESSED TO THE
HOLDERS OF " 230,000,000 3.50 PER CENT. CONVERTIBLE BONDS DUE
2013"
Bologna, 19 April 2013 In addition and amendment to the
information disclosed to the market on 18 April 2013 in respect of
the exchange offer (the "Exchange Offer") addressed to the holders
of the outstanding " 230,000,000 3.50 per cent. Convertible Bonds
due 2013" (ISIN: XS0301344940) and having as consideration senior
unsecured fixed rate notes (the "New Notes"), Immobiliare Grande
Distribuzione SIIQ S.p.A. ("IGD" or the "Company") specifies that:
(i) in respect of the calculation of the fixed rate coupon to be
paid annually to the holders of the New Notes, the 4-year mid-swap
rate to be increased by 375 basis points will be determined on the
first business day following the conclusion of the Exchange Offer;
the final results of the Exchange Offer will be announced at or
around 17:00 on 29 April 2013.
(ii)
The Exchange Offer will be carried out in accordance with the terms
and conditions set out in the Exchange Offer Memorandum. Holders
are invited to read carefully the Exchange Offer Memorandum in
order to obtain all the necessary details and information on the
terms and conditions of the Exchange Offer as well as on the
procedures to participate therein. The Exchange Offer Memorandum
may be obtained from the Dealer Managers and the Exchange Agent, as
indicated below. Banca IMI and BNP Paribas act as Dealer Managers
of the Exchange Offer. Lucid Issuer Services Limited acts as
Exchange Agent.
IGD - Immobiliare Grande Distribuzione SIIQ S.p.A.
Immobiliare Grande Distribuzione SIIQ S.p.A. is one of the main
players in Italy's retail real estate market: it develops and
manages shopping centers throughout the country and has a
significant presence in Romanian retail distribution. Listed on the
Star Segment of the Italian Stock Exchange, IGD was the first SIIQ
(Società di Investimento Immobiliare Quotata or real estate
investment trust) in Italy. IGD has a real estate portfolio valued
at circa 1,906.56 million at 31 December 2012, comprised of, in
Italy, 19 hypermarkets and supermarkets, 19 shopping malls and
retail parks, 1 city center, 4 plots of land for development, 1
property held for trading and an additional 7 real estate
properties. Following the acquisition of the company Winmark
Magazine SA in 2008 15 shopping centers and an office building,
found in 13 different Romanian cities, were added to the portfolio.
An extensive domestic presence, a solid financial structure, the
ability to plan, monitor and manage all phases of a center's life
cycle: these qualities summarize IGD's strong points.
www.gruppoigd.it
CONTACTS INVESTOR RELATIONS CLAUDIA CONTARINI Investor Relations
+39 051 509213 claudia.contarini@gruppoigd.it ELISA ZANICHELI IR
Assistant +39 051 509242 elisa.zanicheli@gruppoigd.it CONTACTS
MEDIA RELATIONS IMAGE BUILDING Cristina Fossati, Federica Corbeddu
+39 02 89011300 igd@imagebuilding.it
The press release is available on the website www.gruppoigd.it, in
the Investor Relations section, and on the website
www.imagebuilding.it, in the Press Room section.
DEALER MANAGERS
Banca IMI S.p.A. Largo Mattioli, 3 20121 Milan Italy
BNP Paribas 10 Harewood Avenue London NW1 6AA United Kingdom
EXCHANGE AGENT
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1
3QP United Kingdom Tel: +44 2077040880 Attention: Sunjeeve Patel /
Thomas Choquet Email: igd@lucid-is.com
DISCLAIMER This announcement must be read in conjunction with the
Exchange Offer Memorandum. This announcement and the Exchange Offer
Memorandum contains important information which should be read
carefully before any decision is made with respect to the Exchange
Offer. If any holder of Convertible Bonds is in any doubt as to the
action it should take, it is recommended to seek its own financial
and legal advice, including in respect of any tax consequences,
immediately from its stockbroker, bank manager, solicitor, legal
adviser, accountant or other independent financial adviser. Any
individual or company whose Convertible Bonds are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to offer Convertible
Bonds for exchange pursuant to the Exchange Offer. None of the
Dealer Managers, the Exchange Agent or the Bank or any of their
affiliates makes any recommendation as to whether Holders should
offer Convertible Bonds for exchange. Terms defined in the Exchange
Offer Memorandum have the same meaning herein. OFFER AND
DISTRIBUTION RESTRICTIONS This press release and the Exchange Offer
Memorandum do not constitute an invitation to participate in the
Exchange Offer in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such invitation
under applicable securities laws. The distribution of this press
release and the Exchange Offer Memorandum may be prohibited in
certain jurisdictions. Persons into whose possession this press
release and/or the Exchange Offer Memorandum comes are required to
inform themselves about and to observe such restrictions. Neither
the Company nor the Dealer Managers or the Exchange Agent have
taken any action in respect of the Exchange Offer which may result
in a public offering of the New Notes in any jurisdiction in which
such actions would be required. The Exchange Offer constitutes a
public offering of securities under the Prospectus Directive.
However, given the minimum denomination of the New Notes equal to
Euro 100,000.00 and the fact that the Exchange Offer shall be
addressed to qualified investors only, no such action is required.
Therefore, in order to participate in the Exchange Offer, each
Holder shall validly offer in exchange a minimum amount of
Convertible Bonds equal to the Minimum Offer Amount such as to
receive under the applicable Exchange Ratio a minimum amount of New
Notes equal to Euro 100,000.00. United States The Exchange Offer is
not being made or offered and will not be made or offered directly
or indirectly in or into, or by use of the mails of, or by any
means or instrumentality of interstate or foreign commerce of, or
any facilities of a national securities exchange of, the United
States or to or for the benefit of, US Persons. This includes, but
is not limited to, facsimile transmission, electronic mail, telex,
telephone, the internet and other forms of electronic
communication. Accordingly, copies of the Exchange Offer Memorandum
and any other documents or materials relating to the Exchange Offer
are not being, and must not be, directly or indirectly mailed or
otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to U.S. Persons and the Convertible Bonds cannot
be Offered for Exchange in the Exchange Offer by any such use,
means, instruments or facilities or from within the United States
or by US
Persons. Any purported offer of Convertible Bonds for exchange,
resulting directly or indirectly from a violation of these
restrictions will be invalid and offers of Convertible Bonds for
exchange made by a US Person, a person located or resident in the
United States or any agent, fiduciary or other intermediary acting
on a non-discretionary basis for a nominee giving instructions from
within the United States or for a US Person will be invalid and
will not be accepted. The Exchange Offer Memorandum is not an offer
of securities for sale in the United States. Securities may not be
offered or sold in the United States absent registration or an
exemption from registration. The New Notes and any Surplus Notes
have not been, and will not be, registered under the Securities
Act, or the securities laws of any state or other jurisdiction of
the United States, and may not be offered, sold or delivered,
directly or indirectly, in the United States or to, or for the
account or benefit of, US Persons. The purpose of the Exchange
Offer Memorandum is limited to the Exchange Offer and the Exchange
Offer Memorandum may not be sent or given to a person in the United
States or to a US Person or otherwise to any person other than in
an offshore transaction in accordance with Regulation S. Each
holder of Convertible Bonds participating in the Exchange Offer
will represent that (i) it is not located in the United States and
is not participating in the Exchange Offer from the United States
and that it is not a US Person or (ii) it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Exchange
Offer from the United States and that is not a US Person. For the
purposes of this and the above two paragraphs, "United States"
means 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. United
Kingdom The communication of the Exchange Offer Memorandum and any
other documents or materials relating to the Exchange Offer is not
being made, and such documents and/or materials have not been
approved, by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom
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 ("the Order")) or persons
falling within Article 43 of the Order or any other persons to whom
it may otherwise lawfully be made under the Order. Insofar as the
communication of the Exchange Offer Memorandum and any other
documents or materials relating to the Exchange Offer is made to or
directed at investment professionals (as defined in Article 19(5)
of the Order), it is made to or directed at persons having
professional experience in matters relating to investments, and any
investment or investment activity to which it relates is available
only to such persons or will be engaged in only with such persons,
and persons who do not have professional experience in matters
relating to investments should not act or rely upon it or any of
its contents.
Italy None of the Exchange Offer, the Exchange Offer Memorandum or
any other documents or materials relating to the Exchange Offer
have been or will be submitted to the clearance procedure of the
Commissione Nazionale per le Società e la Borsa ("CONSOB"). The
Exchange Offer is being carried out in the Republic of Italy as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4, letter
b) of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuer's
Regulation"), as amended. Therefore, the Exchange Offer is
addressed solely to the Holders who are "qualified investors"
pursuant to Article 100 of the Financial Services Act and Article
34-ter, first paragraph, lett. b) of the Issuers' Regulations.
Holders, or beneficial owners of the Notes can tender some or all
of their Notes pursuant to the Exchange Offer through authorised
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority. Each
intermediary must comply with applicable laws and regulations
concerning information duties vis-à-vis its clients in connection
with the Convertible Bonds, the New Notes, the Exchange Offer and
the Exchange Offer Memorandum. Belgium Neither the Exchange Offer
Memorandum nor any other document or material relating to the
Exchange Offer has been submitted to or will be submitted for
approval or recognition to the Belgian Banking, Finance and
Insurance Commission (Commission bancaire, financière et des
assurances/Commissie voor het Bank-, Financie- en Assurantiewezen)
and, accordingly, the Exchange Offer may not be made in Belgium by
way of a public offering, as defined in Article 3 of the Belgian
Law of 1 April 2007 on public takeover bids or as defined in
Article 3 of the Belgian Law of 16 June 2006 on the public offer of
placement instruments and the admission to trading of placement
instruments on regulated markets (together, the "Belgian Public
Offer Law"), each as amended or replaced from time to time.
Accordingly, the Exchange Offer may not be advertised and the
Exchange Offer will not be extended, and neither the Exchange Offer
Memorandum nor any other documents or materials relating to the
Exchange Offer (including any memorandum, information circular,
brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any person in Belgium
other than "qualified investors" in the sense of Article 10 of the
Belgian Public Offer Law (as amended from time to time), acting on
their own account. Insofar as Belgium is concerned, the Exchange
Offer Memorandum has been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the
Exchange Offer.
Accordingly, the information contained in the Exchange Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium. France The Exchange Offer is not being
made, directly or indirectly, to the public in the Republic of
France ("France"). Neither the Exchange Offer Memorandum nor any
other document or material relating to the Exchange Offer has been
or shall be distributed to the public in France and only (i)
providers of investment services relating to portfolio management
for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers)
and/or (ii) qualified investors (Investisseurs Qualifiés) other
than individuals, in each case acting on their own account and all
as defined in, and in accordance with, Articles L.411-1, L.411-2
and D.411-1 to D.411-4 of the French Code Monétaire et Financier
are eligible to participate in the Exchange Offer. The Exchange
Offer Memorandum has not been and will not be submitted for
clearance to nor approved by the Autorité des Marchés Financiers.
Switzerland The Exchange Offer is not being made or offered in
Switzerland. Accordingly, holders of Convertible Bonds are notified
that, to the extent such holders are located or resident in
Switzerland, the Exchange Offer is not available to them and they
may not offer Convertible Bonds for exchange in the Exchange Offer
nor may the New Notes or Surplus Notes be offered, sold or
delivered in Switzerland and, as such, any Exchange Instruction
received from or on behalf of such persons shall be ineffective and
void, and neither the Exchange Offer Memorandum nor any other
documents or materials relating to the Exchange Offer, the
Convertible Bonds or the New Notes may be distributed or made
available in Switzerland. General The Exchange Offer Memorandum
does not constitute an offer to sell or buy or a solicitation of an
offer to sell or buy the Convertible Bonds and/or New Notes and/or
any Surplus Notes and offers of Convertible Bonds for exchange in
the Exchange Offer will not be accepted from Holders in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Exchange Offer to be made by a licensed broker or
dealer or similar and the Dealer Managers or any of their
affiliates are such licensed brokers or dealers or similar in such
jurisdictions, the Exchange Offer shall be deemed to be made in
such jurisdictions by such Dealer Manager or its affiliate (as the
case may be) on behalf of the Company. In addition to the
representations referred to above in respect of the United States,
each holder of Convertible Bonds participating in the Exchange
Offer will also be deemed to give certain representations in
respect of the other jurisdictions referred to above and generally
as set out in "Procedures for Participating in the Exchange Offer"
in the Exchange Offer Memorandum. Any offer of Convertible Bonds
for exchange pursuant to the Exchange Offer from a Holder that is
unable to make these representations will not be accepted. Each of
the Company, the Dealer Managers and the Exchange Agent reserves
the right, in its absolute discretion, to investigate, in relation
to any offer of Convertible Bonds for exchange pursuant to the
Exchange Offer, whether any such representation given by a Holder
is correct and, if
such investigation is undertaken and as a result the Company
determines (for any reason) that such representation is not
correct, such offer shall not be accepted.
Immobiliare Grande Distr... (BIT:IGD)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Immobiliare Grande Distr... (BIT:IGD)
Historical Stock Chart
Von Jul 2023 bis Jul 2024
