Swiss Prime Site AG, Olten, Switzerland (the “Issuer” or “Swiss Prime Site”) is launching an offering (the “Offering”) of CHF 300 million of senior convertible bonds (the “Bonds”) due 2025. Bondholders who convert their Bonds will receive the Bonds' par amount in cash and any excess amount in registered shares of Swiss Prime Site (the “Shares”), sourced from conditional share capital, subject to the Issuer's right to elect to settle any exercise of conversion rights with any combination of cash and Shares.
The proceeds of the Bonds will be used for (i) general corporate purposes and (ii) refinancing of outstanding (short term) financial indebtedness.
The Bonds have a 7-year maturity and are marketed to investors with a coupon range of 0.20% to 0.45% and a premium range of 10.0% to 15.0% to the volume weighted average price of the Shares trading on the SIX Swiss Exchange between launch and pricing which is expected to occur later today. The issue price and the redemption price are set at 100%. The Issuer may call the Bonds at any time on or after the day which falls 21 calendar days after the fifth anniversary of the payment date at par, plus accrued interest, if any, if the VWAP of the Shares is at least 140% of the conversion price on at least 20 out of 30 consecutive trading days or at any time after the payment date at par, plus accrued interest, if less than 15% in aggregate of the principal amount of the Bonds is outstanding. The Bonds in the denomination of CHF 5,000 are convertible on or after 26th February 2018 until 13 th November 2024.
The Offering of the Bonds consists of a public offering in Switzerland and private placements of Bonds to professional investors only in other jurisdictions. The Bonds will be offered to investors outside the United States of America (the “United States” or “US”) in reliance on Regulation S under the US Securities Act of 1933, as amended, and in compliance with the laws and regulations applicable in every country where the Offering takes place.
Credit Suisse, UBS and Vontobel are acting as joint bookrunners for the Bonds.
The settlement date of the Bonds is expected to be on 16th January 2018. Application for the listing and trading of the Bonds according to the Standard for Bonds of the SIX Swiss Exchange will be made. The Shares are listed and traded according to the Standard for Real Estate Companies on the SIX Swiss Exchange.
The Issuer has agreed to a 90-day lock-up period from the payment date, subject to customary exceptions.
Should you have any further questions, please contact:
Investor Relations, Markus Waeber
Media Relations, Mladen Tomic