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TAR - Grand City Properties S.A.,: LAUNCHES CASH TENDER OFFER AND ANNOUNCES INTENTION TO ISSUE NEW BONDS

Company: Grand City Properties S.A. Date: 2014-10-20 Language: English Register to download
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 News Details

Corporate | 20 October 2014 06:39

#   

Grand City Properties S.A.,: LAUNCHES CASH TENDER OFFER AND ANNOUNCES INTENTION TO ISSUE NEW BONDS

**Grand City Properties S.A.,  / Key word(s): Bond**

20.10.2014 06:39

Dissemination of a Corporate News, transmitted by DGAP - a service of EQS
Group AG.
The issuer / publisher is solely responsible for the content of this announcement.

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GRAND CITY PROPERTIES S.A.
LAUNCHES CASH TENDER OFFER AND ANNOUNCES INTENTION TO ISSUE NEW BONDS 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE
U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (the United States) OR TO ANY U.S. PERSON (DEFINED AS BELOW) OR IN
ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).

20 October 2014.  

Grand City Properties S.A. (the "Company") announces today: 
 
(a) an invitation to holders of the Company's outstanding EUR 350 million
6.25 per cent. senior secured series B bonds due 2020 (the "Series B
Bonds") to tender their Series B Bonds for purchase by the Company (the
"Offer"); and

(b) its intention to issue new fixed-rate secured bonds, at a discount to
their par value, due 2021 with a coupon of 2 per cent. (the "Series D
Bonds").

The Company intends to use some or all of the total amount raised in the
issue of the Series D Bonds to refinance the Series B Bonds under the Offer
and, as such, the Offer is conditional upon the successful completion (in
the determination of the Company) of the issue of the Series D Bonds (the
"New Financing Condition").

The Offer

The Offer is being made on the terms and subject to the conditions
contained in the tender offer memorandum dated 20 October 2014 (the "Tender
Offer Memorandum") prepared by the Company in connection with the Offer and
is subject to the offer restrictions set out below and as more fully
described in the Tender Offer Memorandum.  Bondholders are advised to
carefully read the Tender Offer Memorandum for full details of, and
information on the procedures for participating in, the Offer.

Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used but not otherwise defined in this announcement shall have the
meaning given to them in the Tender Offer Memorandum.

Pursuant to the Offer, the Company will pay a cash price equal to 109.5 per
cent. of the principal amount of the Series B Bonds accepted by it for
purchase pursuant to the Offer (the "Purchase Price"), together with all
accrued and unpaid interest in respect of those Series B Bonds.

The issue of Series D Bonds

The Company is proposing to issue the Series D Bonds with a seven year term
in principal amounts of EUR100,000 each.  The Series D Bonds will be issued
at a discount to their par value and will benefit initially from the same
security package as the Company's existing secured bonds.  The security
package will be released once all of the Company's obligations in relation
to the Company's existing secured bonds have been discharged and the
Company has been assigned an investment grade credit rating by a rating
agency. The terms and conditions of the Series D Bonds will also include a
new covenant package.

The interest rate applicable to the Series D Bonds will be increased by an
additional 0.5 per cent. per annum in the event that the Company is not
assigned an investment grade credit rating by a rating agency by 30
November 2015.

The Series D Bonds are expected to be issued by the Company on or about 29
October 2014. The Series D Bonds are intended to be admitted to the
official list of the Irish Stock Exchange for trading on its regulated
market after issue.

Irrevocable undertakings

Irrevocable Undertakings dated 16 October 2014 have been received by the
Company in respect of EUR104,868,000 in aggregate principal amount of
Series B Bonds, beneficially held by one or more Series B Bondholders
representing 29.96 per cent. of the outstanding Series B Bonds (the
"Irrevocable Undertakings").  Under the terms of the Irrevocable
Undertakings:

(a) the relevant Series B Bondholders have undertaken to: (i) participate
in, or procure participation in, the Offer by tendering their holdings of
Series B Bonds to the Company at the Purchase Price; and (ii) subject to
the final pricing of the Series D Bonds, place Firm Orders to subscribe for
Series D Bonds at a subscription amount (the "Subscription Amount"), with a
cash amount required to subscribe for the Subscription Amount of
EUR165,000,000;

(b) the Company has committed to accept and purchase from the relevant
Series B Bondholders under the Offer a principal amount of Series B Bonds
such that the Purchase Price payable by the Company for such Series B Bonds
under the Offer equals the lower of: (i) the Purchase Price that would be
payable in respect of all Series B Bonds tendered by the relevant Series B
Bondholders; and (ii) the cash amount required to subscribe for the
Subscription Amount, subject to increase or decrease (at the sole
discretion of the Company) to the nearest EUR1,000; and

(c) the Company has a call option enabling it to purchase (at the Purchase
Price) the Series B Bonds tendered but not purchased from the relevant
Series B Bondholders in accordance with (b) above, such option to be
exercisable for a period of 10 Business Days following the Tender Offer
Settlement Date.

Scaling of Series B Bonds 

The final cash amount that the Company undertakes to accept for purchase
pursuant to Irrevocable Undertakings, the Preferred Offers (as defined
below) and, in its sole discretion, decides to apply to the Offer will be
the "Total Purchase Funds Available".
If the Company accepts any Series B Bonds for purchase pursuant to the
Offer, the Company intends to accept for purchase Series B Bonds validly
tendered for purchase pursuant to the Offer in the following order:

(a) first, Series B Bonds validly tendered for purchase pursuant to the
Irrevocable Undertakings and required to be accepted for purchase by the
Company will be accepted for purchase in full;

(b) second, Series B Bonds validly tendered for purchase by a Series B
Bondholder who has not signed an Irrevocable Undertaking but who, in
addition to submitting a valid Tender Instruction, has also placed a Firm
Order for Series D Bonds with the Dealer Manager and the Company has
accepted such Firm Order (being a "Preferred Offer") will be accepted for
purchase and, if the Purchase Price payable in respect of all Preferred
Offers exceeds the remaining Total Purchase Funds Available after deducting
the amount required for (a) above, such Preferred Offers will be accepted
on a pro-rata basis as described in the Tender Offer Memorandum; and

(c) third, if the Purchase Price payable in respect of Series B Bonds: (i)
validly tendered for purchase and accepted pursuant to the Irrevocable
Undertakings; and (ii) validly tendered for purchase and accepted pursuant
to the Preferred Offers does not exceed the Total Purchase Funds Available,
the Company may accept, in its sole discretion, Series B Bonds validly
tendered other than pursuant to the Irrevocable Undertakings or Preferred
Offers. Such tenders may be subject to pro rata scaling to ensure that the
total Purchase Price payable in respect of all Series B Bonds accepted for
purchase does not exceed the Total Purchase Funds Available, as described
in the Tender Offer Memorandum.

Allocation of Series D Bonds

The Company intends that Series B Bondholders who have submitted valid
Tender Instructions in respect of some or all of their holding of Series B
Bonds and have also placed Firm Orders with the Dealer Manager (including a
spread for the issue of the Series D Bonds which is lower or equal to the
final pricing spread for the Series D Bonds) shall receive a "New Issue
Priority", being an allocation from the Issuer under the Series D Bonds of
an amount equal to the lower of:

(a) the Purchase Price for the Series B Bonds validly tendered by such
Series B Bondholder; and

(b) the cash amount required to subscribe for the Series D Bonds which are
the subject of the relevant Firm Orders for Series D Bonds.

In the event that Series B Bondholders place Firm Orders with the Dealer
Manager with an individual spread higher than the final pricing spread for
the Series D Bonds, then the Company shall not be obliged to offer such
Series B Bondholder any New Issue Priority in respect of the Series D Bonds
and/or to accept and purchase the Series B Bonds validly tendered.

Clean-up redemption option

If the Company accepts for purchase pursuant to the Offer and/or otherwise
acquires 80 per cent. or more in aggregate principal amount of the Series B
Bonds, the Company may  exercise its right under the terms and conditions
of the Series B Bonds to acquire compulsorily the remaining Series B Bonds
at a price equal to 100 per cent. of the principal amount of such Series B
Bonds (and therefore on less favourable terms than the Offer).

Tender Instructions

In order to participate in the Offer, Series B Bondholders must validly
tender some or all of their Series B Bonds by delivering, or arranging to
have delivered on their behalf, a valid Tender Instruction that is received
by the Tender Agent by 5.00 p.m. (CET) on 23 October 2014.

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum principal
amount of Series B Bonds of no less than EUR1,000, being the minimum
denomination of the Series B Bonds and may be submitted in integral
multiples of EUR1,000 thereafter. Tender Instructions submitted in
denominations other than EUR1,000 or integral multiples of EUR1,000
thereafter will not be eligible for participation in the Offer.

To be eligible to receive a New Issue Priority, a Series B Bondholder must:

(a) submit a valid Tender Instruction in accordance with the procedures set
out in the Tender Offer Memorandum;

(b) contact the Dealer Manager to register its interest; and

(c) make an application to the Dealer Manager (in its capacity as manager
of the issue of the Series D Bonds) for the purchase of the Series D Bonds
in accordance with the standard new issue procedures of the Dealer Manager.

Expected timetable of events

Events Times and dates
(All times are CET)
Commencement of the Offer 20 October 2014
Expiration deadline 5.00 p.m. on 23 October 2014
Announcement of Offer results and satisfaction of the New Financing
Condition As soon as reasonably practicable on  or around 24 October 2014
New Issue Settlement Date 29 October 2014
Tender Offer Settlement Date 31 October 2014

The above times and dates are subject to the right of the Company to
extend, re-open, amend, and/or terminate the Offer (subject to applicable
law and as provided in the Tender Offer Memorandum). Series B Bondholders
are advised to check with any bank, securities broker or other intermediary
through which they hold Series B Bonds when such intermediary would need to
receive instructions from a Series B Bondholder in order for that Series B
Bondholder to be able to participate in, or (in the limited circumstances
in which revocation is permitted) revoke their instruction to participate
in, the Offer before the deadlines specified in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each Clearing
System for the submission of Tender Instructions will be earlier than the
relevant deadlines specified above.

Unless stated otherwise, announcements in connection with the Offer will be
made: (i) by publication on the website of the Frankfurt Stock Exchange;
and (ii) by the delivery of notices to the Clearing Systems for
communication to Direct Participants. Such announcements may also be made
on the relevant Reuters Insider Screen and/or by the issue of a press
release to a Notifying News Service. Copies of all such announcements,
press releases and notices can also be obtained upon request from the
Tender Agent, the contact details for which are set out below. Significant
delays may be experienced where notices are delivered to the Clearing
Systems and Series B Bondholders are urged to contact the Tender Agent for
the relevant announcements during the course of the Offer. In addition,
Series B Bondholders may contact the Dealer Manager for information using
the contact details set out below.

Morgan Stanley & Co. International plc is acting as the Dealer Manager and
The Bank of New York Mellon is acting as the Tender Agent.

Questions and requests for assistance in connection with: (i) the Offer may
be directed to the Dealer Manager; and (ii) the delivery of Tender
Instructions may be directed to the Tender Agent, in each case using the
contact details set out below.

DEALER MANAGER

Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
Telephone: +44 20 7425 5146
Attention: Liability Management
Email:
liabilitymanagementeurope@morganstanley.com

TENDER AGENT

The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom 
Telephone: +44 1202 689644
Attention: Debt Restructuring Services
Email: debtrestructuring@bnymellon.com

About the Company 

Grand City Properties (ISIN: LU0775917882) is a public limited liability
company (société anonyme) incorporated under the laws of the Grand Duchy of
Luxembourg, having its registered office at 24, Avenue Victor Hugo , L 1750
Luxembourg and being registered with the Luxembourg trade and companies
register (Registre de Commerce et des Sociétés Luxembourg) under number B
165560.

The Company is a specialist real estate company focused on investing in and
managing turnaround opportunities in the real estate property market in
Germany, primarily in densely populated areas. The Company's strategy is to
improve its properties through targeted modernisation and intensive tenant
management, and then create value by subsequently raising occupancy and
rental levels. For the six months ending 30 June 2014, the Company reported
an EBITDA of EUR 143.5 million (YOY increase of 107%), and a net profit of
EUR 122.1 million (YOY increase of 111%). EPRA NAV amounts to EUR 1,005
million and EUR 1,276 million assuming full conversion of the convertible
bond. Since May 2012, Grand City Properties is listed on the Frankfurt
Stock Exchange Entry Standard. The company is rated BB+ by Standard and
Poors (stable outlook). Further information: www.grandcityproperties.com.

Contact: 
Grand City Properties S.A. 
24, Avenue Victor Hugo 
L 1750 Luxemburg 
T: +352 28 77 87 86 
www.grandcityproperties.com 

Press Contact: 
Katrin Petersen 
Grand City Properties S.A. 
T: +49 (30) 887088-1128 
E: katrin.petersen@grandcity.lu 
www.grandcityproperties.com 

Disclaimer:

THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE TENDER OFFER
MEMORANDUM.  THIS ANNOUNCEMENT AND THE TENDER OFFER MEMORANDUM CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER.  IF ANY SERIES B BONDHOLDER IS IN ANY DOUBT
AS TO THE ACTION IT SHOULD TAKE, IT IS RECOMMENDED TO SEEK ITS OWN
FINANCIAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, FROM ITS BROKER,
BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER.
ANY INDIVIDUAL OR COMPANY WHOSE BONDS ARE HELD ON ITS BEHALF BY A BROKER,
DEALER, BANK, CUSTODIAN, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH
ENTITY IF IT WISHES TO TENDER SUCH SERIES B BONDS FOR PURCHASE PURSUANT TO
THE OFFER.  THE DEALER MANAGER IS ACTING EXCLUSIVELY FOR THE COMPANY AND NO
ONE ELSE IN CONNECTION WITH THE ARRANGEMENTS DESCRIBED IN THIS ANNOUNCEMENT
AND THE TENDER OFFER MEMORANDUM AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER
THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF THE
DEALER MANAGER OR FOR ADVISING ANY OTHER PERSON IN CONNECTION WITH THE
OFFER.  NONE OF THE COMPANY, THE DEALER MANAGER AND THE TENDER AGENT NOR
ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AFFILIATES MAKES ANY
RECOMMENDATION AS TO WHETHER SERIES B BONDHOLDERS SHOULD TENDER SERIES B
BONDS FOR PURCHASE PURSUANT TO THE OFFER.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES.

THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS
AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES,
FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH
STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT
TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE
COMPANY. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF
FACTORS.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement does not constitute an invitation to participate in the
Offer in any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such participation
under applicable securities laws. The distribution of this announcement in
certain jurisdictions may be restricted by law. Persons into whose
possession this announcement comes are required by each of the Company, the
Dealer Manager and the Tender Agent to inform themselves about, and to
observe, any such restrictions.
No action has been or will be taken in any jurisdiction in relation to the
Series D Bonds that would permit a public offering of securities and the
minimum denomination of the Series D Bonds will be EUR100,000.

United States

The Offer is not being made, and will not be made, directly or indirectly
in or into, or by use of the mails of, or by any means or instrumentality
of interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States or to any U.S. person (as defined
in Regulation S of the Securities Act (each a "U.S. Person")). This
includes, but is not limited to, facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic communication.
The Series B Bonds may not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by persons
located or resident in the United States or by, or by any person acting for
the account or benefit of, a U.S. Person. Accordingly, copies of this
announcement and any other documents or materials relating to the Offer
(including the Tender Offer Memorandum) are not being, and must not be,
directly or indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or
trustees) in or into the United States or to any persons located or
resident in the United States or to any U.S. Person. Any purported tender
of Series B Bonds in the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported tender of
Series B Bonds made by, or by any person acting for the account or benefit
of, a U.S. Person or by a person located in the United States or any agent,
fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be invalid
and will not be accepted.
This announcement is not an offer of securities for sale in the United
States or to U.S. Persons. Securities may not be offered or sold in the
United States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The Series D Bonds have
not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold or delivered, directly or indirectly, in the
United States or to, or for the account or benefit of, U.S. Persons (except
pursuant to an exemption from the registration requirements of the
Securities Act).
Each Series B Bondholder participating in the Offer will represent that it
is not a U.S. Person, it is not located in the United States and it is not
participating in the Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United States
that is not giving an order to participate in the Offer from the United
States and is not a U.S. Person. For the purposes of this and the above
paragraph, "United States" means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the District of
Columbia.

United Kingdom

The communication of this announcement and any other documents or materials
relating to the Offer (including the Tender Offer Memorandum) is not being
made and such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial Services
and Markets Act 2000. Accordingly, such documents and/or materials are not
being distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or materials as
a financial promotion is only being made to those persons in the United
Kingdom 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 (the "Financial Promotion Order")) or
persons who are within Article 43 of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order.

Germany

This announcement does not constitute a prospectus within the meaning of
section 5 German Securities Prospectus Act and neither the Offer nor this
announcement have been or will be approved by the German Federal Financial
Supervisory Authority (BaFin). Neither this announcement nor any offering
circular or other material (including the Tender Offer Memorandum) may be
distributed, or otherwise made available or published, in Germany, except
in circumstances which do not constitute a public offer of securities
pursuant to the provisions of the German Securities Prospectus Act.

Luxembourg 

Neither this announcement nor any offering circular or other material
(including the Tender Offer Memorandum) may be distributed, or otherwise
made available or published, in Luxembourg, except in circumstances which
do not constitute a public offer of securities pursuant to the provisions
of the law of 10 July 2005 on prospectuses for securities, as amended.

Switzerland

This announcement does not constitute a prospectus within the meaning of
Article 652a or Article 1156 of the Swiss Code of Obligations and neither
the Offer nor this announcement have been or will be approved by any Swiss
regulatory authority.

Italy

None of the Offer, this announcement or any other document or materials
relating to the Offer (including the Tender Offer Memorandum) have been
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The
Offer is being carried out in Italy as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Accordingly, holders or beneficial owners of Series B Bonds that
are located in Italy can tender Series B Bonds for purchase in the Offer
through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October
2007, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority. Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Series B Bonds or the Offer.

France

The Offer is not being made, directly or indirectly, to the public in the
Republic of France ("France"). Neither this announcement nor any other
document or material relating to the Offer (including the Tender Offer
Memorandum) has been or shall be distributed to the public in France and
only: (i) providers of investment services relating to portfolio management
for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers); and/or
(ii) qualified investors (investisseurs qualifiés), other than individuals,
acting for their own account, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et
financier, are eligible to participate in the Offer. This announcement has
not been and will not be submitted for clearance to nor approved by the
Autorité des Marchés Financiers.

Belgium 

Neither this announcement nor any other documents or materials relating to
the Offer (including the Tender Offer Memorandum) have been submitted to or
will be submitted for approval or recognition to the Belgian Financial
Services and Markets Authority (Autorité des services et marches financiers
/ Autoriteit voor Financiële Diensten en Markten) and, accordingly, the
Offer may not be made in Belgium by way of a public offering, as defined in
Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover
bids, as amended or replaced from time to time (the "Takeover Law"). 
Accordingly, the Offer may not be advertised and the Offer will not be
extended to, and may not be accepted by, and neither this announcement nor
any other documents or materials relating to the Offer (including
(including the Tender Offer Memorandum and any information circular,
brochure or any similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other than
"qualified investors" (investisseurs qualifiés/gekwalificeerde beleggers)
as defined in Article 10 of the Belgian Law of 16 June 2006 on the public
offer of placement instruments and the admission to trading of placement
instruments on regulated markets, as amended from time to time), acting on
their own account without prejudice to the provisions of Article 6 § 4 of
the Takeover Law. Insofar as Belgium is concerned, this announcement has
been issued only for the personal use of the above qualified investors and
exclusively for the purpose of the Offer. Accordingly, the information
contained in this announcement may not be used for any other purpose or
disclosed to any other person in Belgium.

General

This announcement does not constitute an offer to buy or the solicitation
of an offer to sell Series B Bonds (and tenders of Series B Bonds in the
Offer will not be accepted from Series B Bondholders) in any circumstances
in which such offer or solicitation is unlawful. In those jurisdictions
where the securities, blue sky or other laws require the Offer to be made
by a licensed broker or dealer and the Dealer Manager or any of its
affiliates is such a licensed broker or dealer in any such jurisdiction,
the Offer shall be deemed to be made by the Dealer Manager or such
affiliate, as the case may be, on behalf of the Company in such
jurisdiction.
Nothing in this announcement or the electronic submission thereof
constitutes an offer to sell or the solicitation of an offer to buy the
Series D Bonds in any jurisdiction.


20.10.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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