4.5% Hili Properties plc 16.10.2025

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Hili Properties plc - Prospectus dated 18 September 2015

The Company

Hili Properties plc was set up on 23 October 2012 as the parent company of the property division of the Hili Ventures Group. Hili Ventures is owned by Mr Carmelo k/a Melo Hili (50%) and the other 50% by his brother Mr Joseph k/a Beppe Hili and other members of his family. The business origins of the Hili family date back to 1923 through Carmelo Caruana Company Ltd. Hili Ventures incorporates a diversified group of companies, headquartered in Malta, with operations in more than 12 countries across Europe, the Middle East and Africa. It is involved in logistics and engineering; technology (PTL Holdings plc); property management; restaurant operations under the McDonald’s franchise (Premier Capital plc) and retail operations in collaboration with Apple.

The Issuer’s strategy is to create a property portfolio consisting primarily of commercial (mainly offices and restaurants) and retail property in Europe in order to deliver income and capital growth through active asset management. The real estate portfolio of Hili Properties currently consists of 24 properties located in Latvia, Lithuania, Estonia and Malta. Their estimated value as at 18 September 2015 was €64.9 million. The current property portfolio has a total rentable area of 46,900sqm.

In addition to the above, on the 25 August, 2015, the Issuer agreed to acquire a 100% shareholding of HIL for the sum of €25 million. HIL owns a parcel of land measuring circa 92,000sqm in Benghajsa, Malta. No income is currently generated from the aforementioned land. It is the intention of the Group to sell this particular property between 2018 and 2020 at the latest so as to fund further investment in rental-yielding properties.

The Group’s strategy is to create a property portfolio consisting primarily of attractively located commercial properties having high occupancy rates in countries to which it is already exposed as well in other jurisdictions. The Issuer believes that it can leverage on its knowhow and on the extensive network of relationships and business experience of its ultimate owner (Hili Ventures Limited and its various subsidiaries) in order to exploit opportunities by acquiring immovable properties which either have capital growth potential (priced at significant discounts to fair value or else present possibilities for active asset management) and/or have good rental income prospects.

Use of Proceeds:

The proceeds from the Bond Issue, which net of expenses are expected to amount to approximately €36.2 million, were used by the Issuer for the following purposes, in the amounts and order of priority set out below:

  • €19.54 million were used to repay short-term bank facilities, which funds were applied for the purpose of part-financing the acquisition and refurbishment cost of a number of properties;
  • €6.0 million were used to part-finance the deposit payable on the acquisition of Harbour (APM) Investments Limited (i.e. the company that owns the Benghajsa site); and
  • the remaining balance of €10.66 million were used for the purpose of part-funding new property acquisitions and/or to further reduce the corporate indebtedness of the Group.

Status:

The Bonds shall constitute the general, direct, unconditional and unsecured obligations of the Issuer, jointly and severally guaranteed by Harbour (APM) Investments Limited (HIL) and Hili Estates Limited (HEL) (“the Guarantors”), and shall at all times rank pari passu, without any priority or preference among themselves and with other unsecured debt of each of the Issuer and Guarantors. Furthermore, the Issuer may, from time to time, without the consent of the Bondholders, create any other debt securities which may rank senior to the Bonds.

Both HIL and HEL form part of the Issuer’s corporate structure. HIL owns a parcel of land measuring circa 92,000 sqm in Benghajsa, Malta, valued at circa €25 million. No income is currently generated from the aforementioned land. On the other hand, HEL owns and manages the Hili Building situated in Luqa, Malta, and includes circa 5,015 sqm of office and warehouse space. This property is fully leased to companies forming part of the Hili Ventures Group and other related parties. Both properties will be unencumbered after the bond issue.

Coupon

4.5%

Amount Issued:

€37 million

ISIN Code:

MT0000941204

Issue Price:

100% (par)

Interest Payment:

Annually on 16 October

XD Date:

02 October

Maturity:

The bonds will mature at 100% (par) on 16 October 2025.

Listing:

Official List of the Malta Stock Exchange

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