Last checked at 20 Jun 2023 09:22
FOR IMMEDIATE RELEASE
20 June 2023
NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. IN PARTICULAR, THIS ANNOUNCEMENT AND THE TENDER OFFER MEMORANDUM MENTIONED BELOW SHALL NOT BE DISTRIBUTED, TRANSMITTED OR FORWARDED, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEPHONE, EMAIL AND OTHER FORMS OF ELECTRONIC COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES.
This announcement shall not constitute, or be deemed to form part of, any invitation to sell, or any solicitation of an offer to buy, the securities referred to herein 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.
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Globalworth Real Estate Investments Limited
("Globalworth" or the "Company")
Launch of cash Tender Offers for Outstanding Notes due 2025 and Outstanding Notes due 2026
Highlights
Globalworth (AIM: GWI), a leading real estate investment company focused on the CEE region, proposes to purchase an aggregate principal amount of up to €100,000,000 (or such greater or lesser amount as it may determine in its sole and absolute discretion) of its outstanding €550,000,000 3.000% notes due 2025 and €400,000,000 2.950% notes due 2026 through an unmodified Dutch auction procedure.
Tender Offers for Outstanding Notes
The Company announces a tender offer addressed to the holders of its outstanding €550,000,000 3.000% notes due 2025 and €400,000,000 2.950% notes due 2026 (the "Tender Offers").
Under the Tender Offers, the holders of the notes due 29 March 2025 (ISIN: XS1799975922) (the "2025 Notes") and the holders of the notes due 29 July 2026 (ISIN: XS2208868914) (the "2026 Notes" and, together with the 2025 Notes, the "Outstanding Notes"; each of the 2025 Notes and the 2026 Notes a "Series") are invited to tender their Outstanding Notes for purchase by the Company for cash. In respect of any Notes of a Series validly tendered by a holder and which will be purchased by the Company pursuant to the relevant offer, the Company will pay a cash purchase price equal to the particular purchase price specified (or deemed to be specified) by the relevant holder in the relevant tender instruction, subject to a minimum purchase price of 81.5% for the 2025 Notes and 74.0% for the 2026 Notes.
The Company will determine the aggregate principal amount of 2025 Notes and 2026 Notes which it elects to purchase pursuant to the relevant offer in its sole and absolute discretion.
As the purchase price applicable to each holder of Notes of the relevant Series that are accepted for purchase pursuant to the relevant offer is the offer price in respect of the relevant Notes specified (or deemed to be specified) by such holder in its tender instruction, the relevant purchase price payable to each holder of Notes of the same Series which are accepted for purchase pursuant to the relevant offer will not necessarily be the same.
The Tender Offers are being made on the terms, and subject to the conditions, contained in the tender offer memorandum dated 20 June 2023 prepared by the Company in connection with the Tender Offers, which will be made available to holders of the Outstanding Notes, subject to the offer and distribution restrictions.
Rationale for the Tender Offers
The purpose of the Tender Offers is, among other things, to proactively manage the Company's debt maturity profile.
Citigroup Global Markets Limited and HSBC Continental Europe have been appointed by the Company to act as Dealer Managers and Kroll Issuer Services Limited as the Tender Agent in connection with the Tender Offers.
For further information, visit www.globalworth.com or contact:
Enquiries
Stamatis Sapkas Group Chief Financial Officer
| Tel: +40 732 800 000 |
Panmure Gordon (Nominated Adviser and Joint Broker) Dominic Morley
| Tel: +44 20 7886 2500 |
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 Poland and Romania. 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 260 professionals across Cyprus, Guernsey, Poland and Romania, a combined value of its portfolio is €3.2 billion, as at 31 December 2022. Approximately 96.4% of the portfolio is in income-producing assets, predominately in the office sector, and leased to a diversified array of more than 690 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, Pitesti, Arad, Oradea and Targu Mures.
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, any invitation to sell, or any solicitation of an offer to buy, 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 sell any securities are reminded that any such sale must be made solely on the basis of the tender offer memorandum dated 20 June 2023 prepared by the Company in connection with the Tender Offers, subject to the relevant offer and distribution restrictions. 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.