CORESTATE Capital Holding S.A. to launch EUR 150 million convertible bond offering with EUR 50 million upsize option
Luxemburg, 21 November 2017 – The Management Board of CORESTATE Capital Holding S.A. (“CORESTATE”) resolved today, with the consent of the Supervisory Board to launch an offering (the “Offering”) of senior, unsecured convertible bonds, due 2022 in an initial aggregate nominal amount of EUR 150 million (the “Bonds”). CORESTATE is entitled to increase the aggregate issue size by up to EUR 50 million and the maximum issue size can therefore amount to EUR 200 million. The Bonds will be convertible into ordinary shares in dematerialised form of CORESTATE (the “Shares”). The shareholders’ pre-emptive rights are excluded.
The company intends to use the net proceeds for the refinancing of existing debt as well as for general corporate purposes.
The Bonds are expected to be rated BB+ in line with CORESTATE’s long-term corporate credit rating and have a maturity of 5 years. They will be issued and redeemed at 100% of their principal amount, unless previously converted or repurchased and cancelled. The Bonds will be offered with a coupon between 1.00% and 1.75% per annum, payable semi-annually in arrear, and a conversion premium of 25 – 30% above the volume-weighted average price of the Shares on XETRA between launch and pricing of the Offering. Pricing of the Offering is expected to take place today following an accelerated bookbuilding process, and settlement is expected to take place on or around 28 November 2017.
CORESTATE will be entitled to redeem the Bonds at their principal amount (plus accrued interest) in accordance with the terms and conditions of the Bonds at any time (i) on or after 19 December 2020, if the price per Share is equal or exceeds 130% of the then prevailing conversion price over a certain period or (ii) if 15% or less of the aggregate principal amount of the Bonds remain outstanding.
CORESTATE intends to arrange for the Bonds to be traded on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange no later than two weeks after the settlement of the Offering. CORESTATE has agreed to a lock-up until 90 days after the settlement of the Offering.
The Bonds will be placed in an accelerated bookbuilding only to institutional investors outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”) as well as outside of Australia, Canada, Italy, Japan and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law.
Alexander Groschke (Executive Director Investor Relations)
Phone: +49 69 3535630-106 / Cell phone: +49 162 2087670
Phone: +49 69 264867715 / Cell phone: +49 176 10430063
About CORESTATE Capital Holding S.A.
CORESTATE Capital Holding S.A. (CORESTATE) is an investment manager and co-investor with approximately EUR 22bn* in assets under management. As a fully integrated real estate platform, CORESTATE offers its clients combined expertise in the areas of investment and fund management as well as real estate management services. The company operates as a respected business partner of institutional clients and wealthy private investors internationally. CORESTATE is headquartered in Luxembourg and has 41 offices including in Frankfurt, London, Madrid, Singapore and Zurich. The company employs over 530 people and is listed in the regulated market (Prime Standard) of the Frankfurt Stock Exchange.
Further information is available at www.corestate-capital.com.
*at year end 2017
This ad hoc announcement may contain forward-looking statements based on current assumptions and forecasts made by our management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of our company and the estimates given here. These factors include those discussed in our public reports, which are available on our website at ir.corestate-capital.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL
This announcement is for information purposes only and does not constitute, contain or form part of, and should not be construed as, an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction under circumstances which would require the issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction.
The distribution of this announcement and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions.
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state within the U.S., and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements. There will be no offering of the securities in the United States. This announcement and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States. The Bonds are being offered and sold outside the United States only in reliance on Regulation S under the Securities Act.
The offer referred to herein when made in member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “relevant member state”), is only addressed to and directed at persons who are “qualified investors” as defined in the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including by Directive 2010/73/EU, as amended).
In the United Kingdom, this announcement is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as “relevant persons”). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
The Bonds 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. 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 (“MIFID II”); (ii) a customer within the meaning of Directive 2002/92/EC (“IMD”), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II; or (iii) not a Qualified Investor as defined in the Prospectus Directive.