CPI PROPERTY GROUP announces the final results in relation to the invitation to Qualifying Holders to offer to exchange any and all of the SGD Notes and/or the EUR Notes for an exchange consideration
20 juni, 11:30
Aggregate nominal amount of Existing Notes of each Series accepted by the Company under the Offer | Aggregate nominal amount of New Notes to be issued | Applicable SGD/Euro Exchange Rate | Aggregate Cash Amount to be paid to Qualifying Holders under the Offer | ||||||||||||||||||||||||||||||
EQS-News: CPI PROPERTY GROUP / Key word(s): Real Estate THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON AS DEFINED IN REGULATION S OF THE SECURITIES ACT 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (COLLECTIVELY, THE UNITED STATES) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS NOTICE. 20 June 2025 CPI PROPERTY GROUP (a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) under number B102254) (the “Company”) Announces the final results in relation to the invitation to Qualifying Holders of the outstanding SGD 150,000,000 5.80 per cent. Fixed Rate Resettable Undated Subordinated Notes (ISIN: XS2106857746 / Common Code: 210685774) (the “SGD Notes”) and EUR 550,000,000 4.875 per cent. Fixed Rate Resettable Undated Subordinated Notes (ISIN: XS1982704824 / Common Code: 198270482) (the “EUR Notes”and, together with the SGD Notes, the “Existing Notes”) to offer to exchange any and all of the SGD Notes and/or the EUR Notes for an exchange consideration comprising (a) newly issued euro-denominated Undated Type A Subordinated Notes issued by the Company (the "New Notes") and (b) the Cash Amount (as defined and further described in the Exchange Offer Memorandum) (the “Offer”) This notice must be read in conjunction with the exchange offer memorandum dated 12 June 2025 (the "Exchange Offer Memorandum"). Capitalised terms used in this notice and not otherwise defined herein shall have the meanings ascribed to them in the Exchange Offer Memorandum. The distribution of this notice in certain jurisdictions may be restricted by law. Persons into whose possession this notice comes are required by each of the Company, the Dealer Managers and the Exchange Agent to inform themselves about and to observe, any such restrictions. On 12 June 2025, the Company announced the launch of the Offer (the “Launch Announcement”). On the terms and subject to the conditions contained in the Exchange Offer Memorandum, including the New Issue Minimum Size Condition and the offer restrictions contained in the Exchange Offer Memorandum, the Company invited:
As specified in the Exchange Offer Memorandum, the Offer was conditional upon the satisfaction (or waiver by the Company in its sole and absolute discretion) of the New Issue Minimum Size Condition (being the issuance of New Notes in an aggregate nominal amount of at least €200,000,000). The Offer expired at 5:00 p.m. CEST on 19 June 2025. Final Results As at the Expiration Deadline, a total of (i) SGD 138,000,000 in aggregate nominal amount of SGD Notes and (ii) EUR 519,295,000 in aggregate nominal amount of EUR Notes were validly submitted in the Offer. The Company announces that it will accept all valid Offers to Participate pursuant to the Offer and therefore the satisfaction of the New Issue Minimum Size Condition. Consequently, the final results of the Offer are set out in the table below:
* If at any time prior to the Reset Date falling 15 years after the First Reset Date, S&P ascribes a credit rating of 'BBB-' (or equivalent) or above to the Issuer, then the application of any subsequent Margin which was set to be applied for the first time as from such Reset Date shall be postponed by five years such that it is applied for the first time with effect from the Reset Date which falls 20 years after the First Reset Date. Such postponement shall be immediate, automatic and permanent and shall not be amended if there is a subsequent reduction of the credit rating assigned to the Issuer by S&P to below 'BBB-' (or equivalent) or a withdrawal of the credit rating of the Issuer by S&P. Settlement The Settlement Date for the Offer is expected to be on 24 June 2025. Following settlement of the Offer, EUR 30,705,000 in aggregate nominal amount of the EUR Notes will remain outstanding and SGD 12,000,000 in aggregate nominal amount of the SGD Notes will remain outstanding. All exchanges pursuant to the Offer and payment of the Cash Amount and Accrued Interest Amount will settle through the normal procedures of Euroclear and Clearstream. On the Settlement Date, the Company shall transfer or procure the transfer to each Qualifying Holder who has validly submitted an Offer to Participate by the Expiration Time, the Exchange Consideration in respect of the Existing Notes so submitted in the Offer and delivered by such Qualifying Holder and accepted by the Company. Delivery of the Exchange Consideration and payment of the Accrued Interest Amount, by or on behalf of the Company, shall fully and finally discharge its obligations to each Qualifying Holder in respect of the Existing Notes validly submitted in the Offer and delivered and accepted by the Company pursuant to the Offer. Under no circumstances will any additional or other amount be payable by the Company to a Qualifying Holder due to any delay in the transmission of funds from the relevant Clearing System or any other Intermediary with respect to such Existing Notes of that Qualifying Holder. Should the Settlement Date be amended, the First Call Date, First Reset Date, First Step Up Date and Second Step Up Date of the New Notes will be amended as well. Contact Information
Company contact: CPI PROPERTY GROUP This announcement is released by CPI Property Group and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by David Greenbaum, Chief Executive Officer at CPI Property Group. DISCLAIMER This announcement must be read in conjunction with the Launch Announcement and the Exchange Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The offer period for the Offer has now expired. The distribution of this announcement, the Launch Announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Launch Announcement and/or the Exchange Offer Memorandum come are required by the Company, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions. 20.06.2025 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group. | |||||||||||||||||||||||||||||||||
Aggregate nominal amount of Existing Notes of each Series accepted by the Company under the Offer | Aggregate nominal amount of New Notes to be issued | Applicable SGD/Euro Exchange Rate | Aggregate Cash Amount to be paid to Qualifying Holders under the Offer | ||||||||||||||||||||||||||||||
SGD Notes: SGD 138,000,000 EUR Notes: EUR 519,295,000 | EUR 626,265,000 | 0.6765 | EUR 12,424,710 | ||||||||||||||||||||||||||||||
Description of the New Notes | ISIN / Common Code | New Issue Price | First Fixed Rate of Interest | First Call Date / First Reset Date / First Step Up Date / Second Step Up Date | Reset Rate of Interest | Maturity | |||||||||||||||||||||||||||
EUR 626,265,000 Undated Type A Subordinated Notes (the “New Notes”) | XS3099834676 / 309983467 | 100.00% | 7.500 per cent. per annum | First Call Date: 26 March 2031 First Reset Date: 24 June 2031 First Step Up Date: 24 June 2036 Second Step Up Date: 24 June 2046* | 5-year mid swap rate plus relevant Margin (i) from the First Reset Date, to the First Step Up Date: 5.232 per cent. (ii) from the First Step Up Date to the Second Step Up Date, 5.482 per cent. (iii) from the Second Step Up Date, 6.232 per cent. | Perpetual | |||||||||||||||||||||||||||
EXCHANGE AGENT | |||||||||||||||||||||||||||||||||
KROLL ISSUER SERVICES LIMITED The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone: +44 20 7704 0880 Email: cpi@is.kroll.com Offer Website: https://deals.is.kroll.com/cpi Attention: Owen Morris | |||||||||||||||||||||||||||||||||
GLOBAL CO-ORDINATORS AND DEALER MANAGERS | |||||||||||||||||||||||||||||||||
BANCO SANTANDER, S.A. Ciudad Grupo Santander Avenida de Cantabria s/n 28660 Boadilla del Monte Madrid Spain Attention: Liability Management Email: LiabilityManagement@gruposantander.com | BARCLAYS BANK IRELAND PLC (Type A Hybrid Structuring Advisor) One Molesworth Street Dublin 2 Ireland D02 RF29 Telephone: +44 20 3134 8515 Attention: Liability Management Group Email: eu.lm@barclays.com | ||||||||||||||||||||||||||||||||
GOLDMAN SACHS INTERNATIONAL Plumtree Court 25 Shoe Lane London EC4A 4AU United Kingdom Telephone: +44 20 7774 4836 Attention: Liability Management Email: liabilitymanagement.eu@gs.com | |||||||||||||||||||||||||||||||||
DEALER MANAGERS | |||||||||||||||||||||||||||||||||
ERSTE GROUP BANK AG Am Belvedere 1 1100 Vienna Austria Telephone: +43 (0)5 0100 – 87462 Attention: FIG a. SSA Capital Markets Email: FISyndicate0604@erstegroup.com | RAIFFEISEN BANK INTERNATIONAL AG Am Stadtpark 9 1030 Vienna Austria Attention: Team Bondsyndication; Transaction Management Group Email: project-bondsyndication@rbinternational.com; tmg@rbinternational.com | ||||||||||||||||||||||||||||||||
SOCIÉTÉ GÉNÉRALE Immeuble Basalte, 17 Cours Valmy CS 50318 92972 Paris La Défense Cedex France Telephone: +33 1 42 13 32 40 Attention: Liability Management Email: liability.management@sgcib.com |
Language: | English |
Company: | CPI PROPERTY GROUP |
40, rue de la Vallée | |
L-2661 Luxembourg | |
Luxemburg | |
Phone: | +352 264 767 1 |
Fax: | +352 264 767 67 |
E-mail: | contact@cpipg.com |
Internet: | www.cpipg.com |
ISIN: | LU0251710041 |
WKN: | A0JL4D |
Listed: | Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Dusseldorf, Stuttgart |
EQS News ID: | 2158252 |
End of News | EQS News Service |
CPI PROPERTY GROUP announces the final results in relation to the invitation to Qualifying Holders to offer to exchange any and all of the SGD Notes and/or the EUR Notes for an exchange consideration
20 juni, 11:30
Aggregate nominal amount of Existing Notes of each Series accepted by the Company under the Offer | Aggregate nominal amount of New Notes to be issued | Applicable SGD/Euro Exchange Rate | Aggregate Cash Amount to be paid to Qualifying Holders under the Offer | ||||||||||||||||||||||||||||||
EQS-News: CPI PROPERTY GROUP / Key word(s): Real Estate THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON AS DEFINED IN REGULATION S OF THE SECURITIES ACT 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (COLLECTIVELY, THE UNITED STATES) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS NOTICE. 20 June 2025 CPI PROPERTY GROUP (a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) under number B102254) (the “Company”) Announces the final results in relation to the invitation to Qualifying Holders of the outstanding SGD 150,000,000 5.80 per cent. Fixed Rate Resettable Undated Subordinated Notes (ISIN: XS2106857746 / Common Code: 210685774) (the “SGD Notes”) and EUR 550,000,000 4.875 per cent. Fixed Rate Resettable Undated Subordinated Notes (ISIN: XS1982704824 / Common Code: 198270482) (the “EUR Notes”and, together with the SGD Notes, the “Existing Notes”) to offer to exchange any and all of the SGD Notes and/or the EUR Notes for an exchange consideration comprising (a) newly issued euro-denominated Undated Type A Subordinated Notes issued by the Company (the "New Notes") and (b) the Cash Amount (as defined and further described in the Exchange Offer Memorandum) (the “Offer”) This notice must be read in conjunction with the exchange offer memorandum dated 12 June 2025 (the "Exchange Offer Memorandum"). Capitalised terms used in this notice and not otherwise defined herein shall have the meanings ascribed to them in the Exchange Offer Memorandum. The distribution of this notice in certain jurisdictions may be restricted by law. Persons into whose possession this notice comes are required by each of the Company, the Dealer Managers and the Exchange Agent to inform themselves about and to observe, any such restrictions. On 12 June 2025, the Company announced the launch of the Offer (the “Launch Announcement”). On the terms and subject to the conditions contained in the Exchange Offer Memorandum, including the New Issue Minimum Size Condition and the offer restrictions contained in the Exchange Offer Memorandum, the Company invited:
As specified in the Exchange Offer Memorandum, the Offer was conditional upon the satisfaction (or waiver by the Company in its sole and absolute discretion) of the New Issue Minimum Size Condition (being the issuance of New Notes in an aggregate nominal amount of at least €200,000,000). The Offer expired at 5:00 p.m. CEST on 19 June 2025. Final Results As at the Expiration Deadline, a total of (i) SGD 138,000,000 in aggregate nominal amount of SGD Notes and (ii) EUR 519,295,000 in aggregate nominal amount of EUR Notes were validly submitted in the Offer. The Company announces that it will accept all valid Offers to Participate pursuant to the Offer and therefore the satisfaction of the New Issue Minimum Size Condition. Consequently, the final results of the Offer are set out in the table below:
* If at any time prior to the Reset Date falling 15 years after the First Reset Date, S&P ascribes a credit rating of 'BBB-' (or equivalent) or above to the Issuer, then the application of any subsequent Margin which was set to be applied for the first time as from such Reset Date shall be postponed by five years such that it is applied for the first time with effect from the Reset Date which falls 20 years after the First Reset Date. Such postponement shall be immediate, automatic and permanent and shall not be amended if there is a subsequent reduction of the credit rating assigned to the Issuer by S&P to below 'BBB-' (or equivalent) or a withdrawal of the credit rating of the Issuer by S&P. Settlement The Settlement Date for the Offer is expected to be on 24 June 2025. Following settlement of the Offer, EUR 30,705,000 in aggregate nominal amount of the EUR Notes will remain outstanding and SGD 12,000,000 in aggregate nominal amount of the SGD Notes will remain outstanding. All exchanges pursuant to the Offer and payment of the Cash Amount and Accrued Interest Amount will settle through the normal procedures of Euroclear and Clearstream. On the Settlement Date, the Company shall transfer or procure the transfer to each Qualifying Holder who has validly submitted an Offer to Participate by the Expiration Time, the Exchange Consideration in respect of the Existing Notes so submitted in the Offer and delivered by such Qualifying Holder and accepted by the Company. Delivery of the Exchange Consideration and payment of the Accrued Interest Amount, by or on behalf of the Company, shall fully and finally discharge its obligations to each Qualifying Holder in respect of the Existing Notes validly submitted in the Offer and delivered and accepted by the Company pursuant to the Offer. Under no circumstances will any additional or other amount be payable by the Company to a Qualifying Holder due to any delay in the transmission of funds from the relevant Clearing System or any other Intermediary with respect to such Existing Notes of that Qualifying Holder. Should the Settlement Date be amended, the First Call Date, First Reset Date, First Step Up Date and Second Step Up Date of the New Notes will be amended as well. Contact Information
Company contact: CPI PROPERTY GROUP This announcement is released by CPI Property Group and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by David Greenbaum, Chief Executive Officer at CPI Property Group. DISCLAIMER This announcement must be read in conjunction with the Launch Announcement and the Exchange Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The offer period for the Offer has now expired. The distribution of this announcement, the Launch Announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Launch Announcement and/or the Exchange Offer Memorandum come are required by the Company, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions. 20.06.2025 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group. | |||||||||||||||||||||||||||||||||
Aggregate nominal amount of Existing Notes of each Series accepted by the Company under the Offer | Aggregate nominal amount of New Notes to be issued | Applicable SGD/Euro Exchange Rate | Aggregate Cash Amount to be paid to Qualifying Holders under the Offer | ||||||||||||||||||||||||||||||
SGD Notes: SGD 138,000,000 EUR Notes: EUR 519,295,000 | EUR 626,265,000 | 0.6765 | EUR 12,424,710 | ||||||||||||||||||||||||||||||
Description of the New Notes | ISIN / Common Code | New Issue Price | First Fixed Rate of Interest | First Call Date / First Reset Date / First Step Up Date / Second Step Up Date | Reset Rate of Interest | Maturity | |||||||||||||||||||||||||||
EUR 626,265,000 Undated Type A Subordinated Notes (the “New Notes”) | XS3099834676 / 309983467 | 100.00% | 7.500 per cent. per annum | First Call Date: 26 March 2031 First Reset Date: 24 June 2031 First Step Up Date: 24 June 2036 Second Step Up Date: 24 June 2046* | 5-year mid swap rate plus relevant Margin (i) from the First Reset Date, to the First Step Up Date: 5.232 per cent. (ii) from the First Step Up Date to the Second Step Up Date, 5.482 per cent. (iii) from the Second Step Up Date, 6.232 per cent. | Perpetual | |||||||||||||||||||||||||||
EXCHANGE AGENT | |||||||||||||||||||||||||||||||||
KROLL ISSUER SERVICES LIMITED The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone: +44 20 7704 0880 Email: cpi@is.kroll.com Offer Website: https://deals.is.kroll.com/cpi Attention: Owen Morris | |||||||||||||||||||||||||||||||||
GLOBAL CO-ORDINATORS AND DEALER MANAGERS | |||||||||||||||||||||||||||||||||
BANCO SANTANDER, S.A. Ciudad Grupo Santander Avenida de Cantabria s/n 28660 Boadilla del Monte Madrid Spain Attention: Liability Management Email: LiabilityManagement@gruposantander.com | BARCLAYS BANK IRELAND PLC (Type A Hybrid Structuring Advisor) One Molesworth Street Dublin 2 Ireland D02 RF29 Telephone: +44 20 3134 8515 Attention: Liability Management Group Email: eu.lm@barclays.com | ||||||||||||||||||||||||||||||||
GOLDMAN SACHS INTERNATIONAL Plumtree Court 25 Shoe Lane London EC4A 4AU United Kingdom Telephone: +44 20 7774 4836 Attention: Liability Management Email: liabilitymanagement.eu@gs.com | |||||||||||||||||||||||||||||||||
DEALER MANAGERS | |||||||||||||||||||||||||||||||||
ERSTE GROUP BANK AG Am Belvedere 1 1100 Vienna Austria Telephone: +43 (0)5 0100 – 87462 Attention: FIG a. SSA Capital Markets Email: FISyndicate0604@erstegroup.com | RAIFFEISEN BANK INTERNATIONAL AG Am Stadtpark 9 1030 Vienna Austria Attention: Team Bondsyndication; Transaction Management Group Email: project-bondsyndication@rbinternational.com; tmg@rbinternational.com | ||||||||||||||||||||||||||||||||
SOCIÉTÉ GÉNÉRALE Immeuble Basalte, 17 Cours Valmy CS 50318 92972 Paris La Défense Cedex France Telephone: +33 1 42 13 32 40 Attention: Liability Management Email: liability.management@sgcib.com |
Language: | English |
Company: | CPI PROPERTY GROUP |
40, rue de la Vallée | |
L-2661 Luxembourg | |
Luxemburg | |
Phone: | +352 264 767 1 |
Fax: | +352 264 767 67 |
E-mail: | contact@cpipg.com |
Internet: | www.cpipg.com |
ISIN: | LU0251710041 |
WKN: | A0JL4D |
Listed: | Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Dusseldorf, Stuttgart |
EQS News ID: | 2158252 |
End of News | EQS News Service |
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