GAP Group plc - Basis of Acceptance for Bond Issue

Monday, April 8th, 2019

On 5 April 2019, GAP Group plc announced the basis of acceptance in relation to the issuance of €40 million 3.65% secured bonds maturing in 2022 (the “new bonds”). The new bonds were issued in two fungible tranches. Proceeds from the First Tranche bonds are earmarked for the conversion of the existing €40 million 4.25% secured bonds maturing in 2023 (the “original bonds”). Depending on the rate of conversion from the original bonds into the First Tranche bonds, proceeds from the Second Tranche bonds are earmarked for re-financing existing bank credit facilities as well as finance the development and completion of a property development project located in Luqa.

In this respect, GAP Group received just over €20 million from holders of the original bonds for conversion purposes, representing 50.17% of the total value of the original bonds outstanding as at 4 March 2019 (the “cut-off date”). Furthermore, holders of the original bonds applied for an additional €6.74 million over and above their holding as at the cut-off date. All such amounts applied for by the holders of the original bonds will be allocated in full.

Meanwhile, amounts subscribed for by Authorised Financial Intermediaries through the Intermediaries’ Offer held on 29 March 2019 reached €24.1 million. In line with the restriction as set out in the Prospectus dated 4 March 2019 that limited the total amount of outstanding bonds to €60 million, subscriptions received by GAP Group from Authorised Financial Intermediaries were scaled down proportionately to the remaining available balance of the Second Tranche bonds amounting to €12.7 million.

Trading in the original bonds will resume as from Wednesday 10 April 2019, whilst the new bonds (both the First Tranche and the Second Tranche bonds) are expected to be admitted to listing on the Official List of the Malta Stock Exchange on Monday 15 April 2019 and trading is expected to commence on Tuesday 16 April 2019.

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