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DGAP-News: Grand City Properties S.A.,: Tap issue of Series C Bonds by EUR 100 million

June 16, 2014

Grand City Properties S.A., / Key word(s): Bond 16.06.2014 17:35 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 RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS Grand City Properties S.A. - Tap issue of Series C Bonds by EUR 100 million Luxembourg / Berlin, 16 June 2014 - The Board of Directors of Grand City Properties S.A. ("Company") has resolved today to carry out a tap issue of the Company's EUR 150 million 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 ("Series C Bonds") by issuing additional Series C Bonds with a total nominal value of EUR 100 million ("Further Series C Bonds"). The total aggregate principal amount of the Series C Bonds will thereby increase to EUR 250 million. The Further Series C Bonds will be issued without subscription rights at an offer price to be determined by a bookbuilding process. Bookbuilding will start immediately and is expected to close with short notice. The net proceeds will be used to fund the Company's acquisitions. The Company is in final process of signing and closing several acquisitions of various currently under-performing property portfolios with a total volume of more than EUR 250 million. The portfolios under consideration are consistent with the Company's business strategy. Settlement is expected to take place on or around June 19, 2014. Inclusion of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange is expected to take place on the same day. The Further Series C Bonds will be placed only to institutional investors in selected European countries in reliance on Regulation S of the US Securities Act 1933, as amended, by way of a private placement. There will be no public offering. The Further Series C Bonds will be merged with the existing Series C Bonds and will form a single series under the existing ISIN XS1036325527. About Grand City Grand City Properties (ISIN: LU0775917882) is a public limited liability company (sociÉtÉ anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 24, Avenue Victor Hugo , L 1750 Luxembourg and being registered with the Luxembourg trade and companies register (Registre de Commerce et des SociÉtÉs Luxembourg) under number B 165560. Grand City Properties is a specialist real estate company focused on investing in and managing turnaround opportunities in the real estate property market in Germany, primarily in densely populated areas. The Company's strategy is to improve its properties through targeted modernization and intensive tenant management, and then create value by subsequently raising occupancy and rental levels. For the three months ending 31 March 2014, the Company reported an EBITDA of EUR 81 million (YOY increase of 313%), and a net profit of EUR 70.3 million (YOY increase of 419%). EPRA NAV amounts to EUR 941.2 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. 24, Avenue Victor Hugo L 1750 Luxemburg T: +352 28 77 87 86 www.grandcityproperties.com Press Contact: Katrin PetersenGrand City Properties S.A. T: +49 (30) 887088-1128 E: katrin.petersen@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. 16.06.2014 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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