Globalworth Regulatory News (GWI)

27 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 "Offeror")

Results of cash Tender Offer for Outstanding Notes due 2022

Globalworth (AIM: GWI) announces the results of its invitation announced on 20 July 2020 to holders of its outstanding €550,000,000 2.875 per cent notes due 2022 (the "Notes") to tender up to €400,000,000 principal aggregate amount of their Notes for purchase by the Offeror for cash (the "Tender Offer").

The purchase of the Notes by the Offeror is conditional upon the satisfaction or waiver of the new financing condition, being the successful issue and offering of its €400,000,000 2.95 per cent. new senior notes pursuant to its €1,500,000,000 Euro Medium Term Note Programme. The Offeror announces that the new financing condition described in the tender offer memorandum dated 20 July 2020 prepared by the Offeror in connection with the Tender Offer (the "Tender Offer Memorandum") is expected to be satisfied.

€226,872,000 in aggregate principal amount of the Notes was validly tendered and not validly withdrawn pursuant to the Tender Offer. The Offeror has determined that it will accept for purchase all such Notes validly tendered, and in addition, pursuant to the terms of the Tender Offer as set out in the Tender Offer Memorandum, decided to amend the settlement date of the Tender Offer to 29 July 2020 (the "New Settlement Date"). The previously communicated settlement date was 31 July 2020.

Following the settlement of the Tender Offer, €323,128,000 in aggregate principal amount of the Notes will remain outstanding.

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.

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 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.

In any member state of the European Economic Area (the "EEA") or in the United Kingdom (each, a "Relevant State"), this announcement is only addressed to, and is only directed at, "qualified investors" (as defined in Regulation (EU) 2017/1129) in that Relevant State. Each person in a Relevant State who receives any communication in respect of the Tender Offer contemplated in this announcement and the Tender Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager and the Offeror that it is a "qualified investor" within the meaning of the Prospectus Regulation.

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.