Globalworth Regulatory News (GWI)

29 July 2020

NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this information is considered to be in the public domain.

Manufacturer target market (MIFID II product governance) will be eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the United Kingdom.

Globalworth Real Estate Investments Limited

("Globalworth" or the "Company")

Closing of €400 million of inaugural Green Bond offering and settlement of cash Tender Offer for Outstanding Notes due 2022

Globalworth (AIM: GWI) announces that it has successfully issued its inaugural green bonds and further improved its debt maturity profile.

On 29 July 2020, the Company completed the issuance of 2.950 per cent. €400 million new notes due 2026 (the "New Notes") under its €1.5 billion Euro Medium Term Notes Programme (the "Programme") offered pursuant to the base prospectus dated 23 April 2020, as supplemented by a supplement base prospectus dated 17 July 2020. The New Notes are listed on the Main Market of the Irish Stock Exchange plc (trading as Euronext Dublin). The New Notes are the second drawdown under the Programme and constitute the Company's inaugural green bond offering pursuant to its green bond framework established in 2020 and available at https://www.globalworth.com/investor-relations/bonds.

In addition, Globalworth announces that it has successfully completed its previously announced tender offer (the "Tender Offer") to holders of its outstanding €550,000,000 2.875 per cent notes due 2022 (the "Notes"), following which the net proceeds from its New Notes (excluding fees and related expenses) will amount to approximately €158.7 million. Approximately €226.9 million Notes were tendered and accepted by the Company in the Tender Offer.

Globalworth intends to use the net proceeds from the New Notes to finance or refinance Eligible Green Projects, as further defined in the Company's green bond framework.

"We are delighted by the strong support received by existing and new bond investors for our inaugural green bond issue. The transaction which was more than 2x oversubscribed, is a further confirmation of our strong performance, the quality of our portfolio and team, as well our overall approach to sustainable development and the creation of long term value for our stakeholders, in the period of increased uncertainty due to the Covid-19 pandemic. This transaction was also a success from a liability management perspective allowing us to further improve our debt maturity profile by extending it further to the future," said Dimitris Raptis, Co-CEO and Chief Investment Officer of Globalworth.

Deutsche Bank AG, London Branch and J.P. Morgan Securities plc acted as the Dealer Managers for the Tender Offer and as Joint Global Coordinators and, together with Intesa Sanpaolo S.p.A., Société Générale and UniCredit, as Joint Bookrunners for the contemplated issuance of the New Notes. Deutsche Bank AG, London Branch and Société Générale also acted as Joint Green Structuring Advisors for the New Notes.

Lucid Issuer Services Limited was appointed as the Tender Agent in connection with the Tender Offer.

For further information, visit www.globalworth.com or contact:

Enquiries 

About Globalworth / Note to Editors: 

Globalworth is a listed real estate company active in Central and Eastern Europe, quoted on the AIM-segment of the London Stock Exchange. It has become the pre-eminent office investor in the CEE real estate market through its market-leading positions both in Romania and in Poland. Globalworth acquires, develops and directly manages high-quality office and logistics/light-industrial real estate assets in prime locations, generating rental income from high quality tenants from around the globe. Managed by over 200 professionals across Cyprus, Guernsey, Romania and Poland, a combined value of its portfolio is €3.0 billion, as at 31 December 2019. Approximately 93.4% of the portfolio is in income-producing assets, predominately in the office sector, and leased to a diversified array of c.700 national and multinational corporates. In Poland Globalworth is present in Warsaw, Wroclaw, Lodz, Krakow, Gdansk and Katowice, while in Romania its assets span in Bucharest, Timisoara, Constanta and Pitesti. For more information, please visit www.globalworth.com and follow us on Facebook, Instagram and LinkedIn.

IMPORTANT NOTICE:

This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to buy or subscribe for, any securities in the United States or any other jurisdiction nor shall it (or any part of this announcement) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment. Recipients of this announcement who intend to purchase any securities are reminded that any such purchase or subscription must be made solely on the basis of the information contained in any final form prospectus published in connection with any such securities, which if and when published will be available on the website of the Central Bank of Ireland. In certain jurisdictions, the transactions described above and the distribution of this announcement and other information in connection with the transactions described above may be restricted by law 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 communication is not an offer of securities for sale in the United States, Australia, Canada, Japan or any other jurisdiction where to do so would be unlawful. Globalworth Real Estate Investments Limited has not registered, and does not intend to register, securities in any of these jurisdictions or to conduct an offer of securities for sale in any of these jurisdictions. In particular, no securities of Globalworth Real Estate Investments Limited have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and such securities may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws.

This announcement is not directed at retail clients (as defined in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015) in the European Economic Area (the "EEA") and the United Kingdom. The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling any in scope instrument or otherwise making such instruments available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful.

This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments 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 (as amended, the Financial Promotion Order)), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are existing Noteholders or other persons falling within Article 43 of the Financial Promotion Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be 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.

Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the New Notes has led to the conclusion that: (i) the target market for the New Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the New Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.