Globalworth Regulatory News (GWI)

20 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 EEA or the United Kingdom.

Globalworth Real Estate Investments Limited

("Globalworth" or the "Company")

Announcement of intention to issue New Notes under its €1.5 billion EMTN programme

and

Launch of cash Tender Offer for Outstanding Notes due 2022

Highlights

· Globalworth (AIM: GWI), a leading real estate investment company focused on the CEE region, proposes to issue new notes under its existing €1.5 billion Euro Medium Term Note Programme (the "New Notes")

· The New Notes are expected to be admitted to the Official List of the Irish Stock Exchange plc, trading as Euronext Dublin and to trading on its regulated market

· The proceeds of the New Notes will be used, among other things, to optimise and extend the debt maturity profile of the Group and redirect Globalworth's financing resources toward green projects

· Globalworth also proposes to make a tender offer to the holders of its outstanding €550,000,000 2.875% notes due 2022

Issuance of New Notes

The Company intends to issue New Notes under its €1.5 billion Euro Medium Term Notes Programme (the "Programme") pursuant to the base prospectus dated 23 April 2020, as supplemented by a base prospectus supplement dated 17 July 2020. The proposed issuance of the New Notes will be the second drawdown under the Programme. The New Notes are intended to be issued as Green Bonds and the net proceeds from the contemplated issue of the New Notes are intended to be used to finance or refinance Eligible Green Projects, as further defined in the Company's green bond framework available at https://www.globalworth.com/investor-relations/bonds.

The Company will make an application for the New Notes to be admitted to the Official List of the Irish Stock Exchange plc, trading as Euronext Dublin and to trading on its regulated market.

Tender Offer for Outstanding Notes

The Company also announces a tender offer addressed to the holders of its outstanding €550,000,000 2.875% notes due 2022 (the "Tender Offer").

Under the Tender Offer, the holders of the notes due 20 June 2022 (ISIN: XS1577957837) (the "Outstanding Notes") are invited to tender their Outstanding Notes for purchase by the Company for cash. The Company will pay a cash purchase price equal to €1,020 per €1,000 in principal amount of the Outstanding Notes validly tendered and accepted for purchase pursuant to the Tender Offer plus any accrued and unpaid interest in respect of the Outstanding Notes up to (but excluding) the settlement date, which is expected to be on or around 31 July 2020.

The Tender Offer is being made on the terms, and subject to the conditions, contained in the tender offer memorandum dated 20 July 2020 prepared by the Company in connection with the Tender Offer, which will be made available to holders of the Outstanding Notes, subject to the offer and distribution restrictions.

Rationale for issuance of New Notes and Tender Offer

The purpose of the Tender Offer and the proposed issuance of the New Notes is, among other things, to optimise and extend the debt maturity profile of the Company and its subsidiaries.

Deutsche Bank AG, London Branch and J.P. Morgan Securities plc have been appointed by the Company to act as Dealer Managers and Lucid Issuer Services Limited as the Tender Agent in connection with the Tender Offer.

Deutsche Bank AG, London Branch and J.P. Morgan Securities plc are acting as the Dealer Managers for the Tender Offer and as Joint Global Coordinators and, together with Banca IMI S.p.A. (to be merged into 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 are also acting as Joint Green Structuring Advisors for the New Notes.

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 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 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 notes has led to the conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the 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 notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.