Grand City Properties S.A., LU0775917882

Grand City Properties S.A., LU0775917882

05.12.2018 - 09:08:43

Grand City Properties S.A. announces the Clearing Spread and the indicative results of the offer to the holders of its outstanding EUR500,000,000 2.00 per cent. Notes due 2021 to tender such Notes for purchase for cash

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 IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO PUBLISH OR DISTRIBUTE THIS DOCUMENT.

5 December 2018

Grand City Properties S.A. announces the Clearing Spread and the indicative results of the offer to the holders of its outstanding EUR500,000,000 2.00 per cent. Notes due 2021 to tender such Notes for purchase for cash at a price to be calculated by reference to a purchase spread determined pursuant to a modified Dutch auction

Grand City Properties S.A. (the "Company") announces today the Clearing Spread and the indicative results of the offer to the holders of its EUR500,000,000 2.00 per cent. Notes due 2021 (of which EUR138,800,000 are currently outstanding, the "Notes") to tender such Notes for purchase by the Company for cash at a price to be calculated by reference to a purchase spread determined pursuant to a modified Dutch auction (the "Offer").

The Offer was announced on 21 November 2018 and was made subject to the terms and conditions set out in the tender offer memorandum dated 21 November 2018 (the "Tender Offer Memorandum") prepared by the Company. Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 5:00 p.m. (CET) on 4 December 2018.

Notes in an aggregate principal amount of EUR 113,800,000 were validly tendered for purchase pursuant to the Offer. The Company intends to accept for purchase all Notes validly tendered pursuant to the Offer on the terms set out in the following table:

Description of the Notes   ISIN / Common Code   Indicative Final Acceptance Amount   Clearing Spread EUR500,000,000 2.00 per cent. Notes due 2021   XS1130507053 / 113050705   EUR 113,800,000   15 bps  

The Final Acceptance Amount, the Purchase Yield, the Purchase Price, the Accrued Interest and the final aggregate nominal amount of Notes that will remain outstanding after the Settlement Date will be determined at 11 a.m. (CET) today and be announced as soon as reasonably practicable thereafter.

The settlement of the Notes accepted for purchase pursuant to the Offer is expected to take place on 10 December 2018.

The Company might further purchase Notes in the open market or otherwise. Following the closing of the Offer, purchases (and corresponding cancellations) and/or redemptions will have been effected in respect of 80 per cent or more in aggregate principal amount of the Notes, and as a result the Company will have the option to redeem all of the then outstanding Notes at their principal amount, together with accrued but unpaid interest, if any, to (but excluding) the redemption date pursuant to the terms and conditions of the Notes.

Contact Details:

THE DEALER MANAGER

Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom

Telephone: +44 (0)20 7677 5040 Attention: Liability Management Group Email: liabilitymanagementeurope@morganstanley.com

THE TENDER AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: +44 20 7704 0880

Attention: Arlind Bytyqi

Email: gcp@lucid-is.com

This announcement is made by the Company:

Grand City Properties S.A. 1, avenue du Bois L-1251 Luxembourg Grand Duchy of Luxembourg

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 you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Dealer Manager, the Tender Agent and the Company makes any recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Offer.

None of the Dealer Manager, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Notes or the Offer contained in this announcement or in the Tender Offer Memorandum. None of the Company, the Dealer Manager, the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Company, the Dealer Manager, the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, makes any recommendation as to whether Noteholders should tender Notes in the Offer. None of the Dealer Manager, the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Notes which is material in the context of the Offer and which is not otherwise publicly available.

Offer and distribution restrictions

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) 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 their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions is restricted by law. Persons into whose possession this announcement or the Offer come are required by the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

05.12.2018 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

Language: English Company: Grand City Properties S.A. 1, Avenue du Bois 1251 Luxembourg

Luxemburg Phone: +352 28 77 87 86 Fax: +352 28 77 87 84 E-mail: info@grandcity.lu Internet: grandcityproperties.com ISIN: LU0775917882, XS1130507053, XS1191320297, XS1220083551, XS1491364953, XS1373990834, XS1654229373, XS1811181566, XS1706939904, XS1763144604, XS1781401085, CH0401956872 WKN: A1JXCV , A1ZRRK, A1ZW4K, A1ZZ49, A186BF, A18YJ1, A19ZQE, A19MBW, A1V4P0, A19WVU, A19WU2 Indices: MDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange; Dublin, Luxembourg Stock Exchange, SIX   End of News DGAP News Service

754559  05.12.2018 

@ dgap.de