6.0% CORINTHIA FINANCE PLC 2019-2022

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Corinthia Finance plc - Prospectus dated 27 February 2012

The Company

Corinthia Finance plc acts as a finance company for the Corinthia Group and is a fully owned subsidiary of Corinthia Palace Hotel Co. Ltd.

The Corinthia Group, of which Corinthia Palace Hotel Company Ltd (CPHCL) is the parent company, started its commercial activities in the 1960’s.

Today, the Corinthia Group is split into 5 main business units:

  • Investment and acquisition of prime site hotel real estate through International Hotel Investments plc (IHI) & Island Hotels Group Holdings plc (IHG);
  • Development of residential, commercial and retail centres through Mediterranean Investments Holding plc (MIH);
  • Hotel management in Europe, Middle East, the Russian Federation and Africa through CHI Ltd;
  • Construction and project management services through QPM Ltd & CCOL Ltd;
  • Industrial Operations through a number of other subsidiaries.

Over the years, the Corinthia Group built up a portfolio of hotels in various countries. The Group’s recent growth is being channelled through International Hotel Investments plc (in which CPHCL holds a 58.9% equity stake), Island Hotels Group Holdings plc (which is fully owned by IHI) and Mediterranean Investments Holding plc, where it owns 50%.

In addition to property investments and developments, the Corinthia Group has interests in 9 other companies providing a wide array of services to both the Corinthia Group of companies as well as to third-parties. The services offered include hotel management services, project management services, production and distribution of bakery products, catering services (including retail & event catering) and provision of in-flight catering.

CPHCL is today equally owned by the Pisani Family and the Libyan Foreign Investment Company (LFICO). CPHCL was originally established in 1962 by the Pisani Family in Malta with the launch of an upscale restaurant in Malta which at the time was called the Corinthia Room. In 1968, this property was expanded into a 155-room luxury Corinthia Hotel. The Libyan sovereign wealth fund (LFICO) acquired a 50% shareholding in CPHCL in 1974 and since then this joint-venture expanded internationally through the investment, development and management of a number of Corinthia Hotels.

Use of Proceeds

The net proceeds from this bond issue, estimated at €7,375,000, will be advanced by the Issuer to the Guarantor for the latter to partly finance the redemption of the maturing €14,644,885 bonds with a coupon of 6.75% due on 8 April 2012. In the event that the bond issue is not fully subscribed, the redemption of the residual balance of maturing bonds will be financed through the cash flows generated from the recent disposal of two non-core properties by CPHCL.

The 50% balance of the maturing bond will be financed through the cash reserves built up over the years specifically earmarked for the purpose of funding the redemption of the maturing bonds.

Security & Status

The bonds constitute the general, direct, unconditional and unsecured obligations of Corinthia Finance plc and are guaranteed by CPHCL and shall at all times rank pari passu without any priority or preference among themselves and with other guaranteed debt.

Corinthia Finance plc has undertaken that as from the end of the financial year ending 31 December 2014, it shall create a sinking fund which it estimates will be equivalent to 50% of the value of the total bonds in issue by the maturity date. The sinking fund will be financed through periodic repayments by the Guarantor as listed in the loan agreement between the Issuer and the Guarantor dated 27 February 2012.

Guarantor

Corinthia Palace Hotel Company Limited (CPHCL)

Coupon

6.0%

Amount Issued

€7,500,000

ISIN Code

MT0000101254

Maturity

The bonds will mature at par (100%) on 29 March 2022 but may be redeemed early on any date between and including 30 March 2019 and 28 March 2022, by giving not less than 30 days notice.

Interest Payment

Annually on 29 March

XD Date

14 March

Listing

Official List

Directors

Joseph Fenech, Anthony R. Curmi, Frank Xerri de Caro, Joseph J Vella.

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