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DGAP-News: Grand City Properties S.A. launches a convertible bond offering

February 16, 2014

Grand City Properties S.A., / Key word(s): Corporate Action/Issue of Debt 17.02.2014 06:59 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer / publisher is solely responsible for the content of this announcement. --------------------------------------------------------------------------- THIS ANNOUNCEMENT IS NOT FOR DISTRIUBTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Grand City Properties S.A. launches a convertible bond offering Luxembourg, February 17, 2014 - The Board of Directors of Grand City Properties S.A. (the 'Company') has resolved today to issue senior, secured convertible bonds convertible into new and/or existing ordinary shares having a par value of EUR 0.10 (the 'Shares') of the Company (the 'Bonds'). The Bonds (each with denomination of EUR 100,000) will be offered only to institutional investors outside the US, Canada, Australia, Japan, South Africa or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Bonds with a total placement volume of up to EUR 150 million and initially convertible into up to approximately 15.5 million Shares representing up to approximately 11.8% of the fully diluted share capital of the Company (subject to any adjustment of the conversion ratio pursuant to the terms and conditions of the Bonds), are to be placed. The Bonds will have a maturity of five years. The Bonds will be issued at 100% of their principal amount. The Bonds will carry a nominal coupon between 1.5 % and 2.5 % p. a., payable semi-annually in arrear, and will be redeemed at maturity at a price between 101.3 and 109.3% of their principal amount. The initial conversion price will be set at a conversion premium of 22.5% - 27.5% above the reference share price. Pricing for the Bonds will be set through an accelerated bookbuilding and is expected to take place today with settlement on or around 24 February, 2014. The Company will have the option to redeem all of the Bonds on or after 11 March 2017 at a price equal to the accreted principal amount of the Bonds (plus accrued interest) in accordance with the terms and conditions of the Bonds, if the value of the underlying Shares exceeds 130% of the accreted principal amount of the Bonds over a specified period. The Company intends to apply for the inclusion of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. The net proceeds will be used to fund the Company's acquisitions pipeline. The Company is in advanced process of signing and closing several acquisitions of various under-performing property portfolios with a total volume of more than EUR 200 million. The portfolios under consideration are consistent with the Company's business strategy, and the geographic distribution is with primary focus on North Rhine Westphalia and Berlin. J.P. Morgan is acting as Sole Global Coordinator and together with Berenberg and Deutsche Bank as Joint Bookrunners, and Anoa Capital S.A. as Co-manager in relation to the transaction. About Grand City Grand City Properties (ISIN: LU0775917882) is a public limited liability company (sociÉtÉ anonyme) incorporated under the laws of the Grand Duchy ofLuxembourg, having its registered office at 6, Boulevard Pierre Dupong, L-1430 Luxembourg and being registered with the Luxembourg trade and companies register (Registre de Commerce et des SociÉtÉs Luxembourg) under number B 165560. The company focuses on investing in and managing turnaround opportunities in the real estate property market in Germany, especially in densely populated areas. The Company improves the properties through targeted modernization and intensive tenant management, vacancy decrease and cost control. The Company follows primarily a buy and hold strategy. For the nine months ending September 2013, the Company reported an EBITDA of EUR 157 million (YOY increase of 70%), and a net profit of EUR 137 million (YOY increase of 105%). EPRA NAV amounts to EUR 730 million, as of September 30, 2013 including the recent capital increase with proceeds of EUR 175 million. Since May 2012, Grand City Properties is listed on the Frankfurt Stock Exchange Entry Standard. The company is rated BB+ by Standard and Poors (stable outlook) Further information: www.grandcityproperties.com Contact: Grand City Properties S.A. 6, boulevard Pierre Dupong L 1430 Luxemburg www.grandcityproperties.com Press Contact: Katrin PetersenGrand City Properties S.A. T: +49 (30) 887088-1128 E: info@grandcity.luwww.grandcityproperties.com Disclaimer: THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED KINGDOM TO (I) PERSONS 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 (THE 'ORDER'), (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS COMMUNICATION MUST NOT BE READ, 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. IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ('EEA'), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE 'QUALIFIED INVESTORS' WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC, AS AMENDED (THE 'PROSPECTUS DIRECTIVE') ('QUALIFIED INVESTORS'). ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY OFFER (AN 'INVESTOR') OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT ANY SECURITIES ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE COMPANY OR ANY OF THE MANAGERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE. THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF GRAND CITY PROPERTIES S.A.. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF FACTORS. 17.02.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de ---------------------------------------------------------------------------


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Source: DGAP Corporate News


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