5.00% DIZZ FINANCE PLC 07.10.2026

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DIZZ Finance plc - Prospectus dated 16 September 2016

The Company

Dizz Finance plc is the finance arm of the Dizz Group of Companies Limited. As such, the Issuer does not carry out any trading activities and is dependent on the performance of the Group. The Issuer owns all the investment properties within the Group, some of which are leased out to Group companies and others to third parties.

Dizz Group of Companies Limited, the Guarantor, is the parent and holding company of the Dizz Group which in turn is composed of the following wholly-owned subsidiaries:

  • Dizz Limited – holds and operates the Terranova, Calliope and Café Pascucci franchises.
  • Dizz Franchises Limited – the holding company of all of the Group’s franchises. Rights on the franchise agreements will be assigned to the respective Group companies against the payment of royalty fees. As at the date of the Prospectus, Dizz Franchises Limited was still not operational.
  • Dizz Manufacturing Limited – responsible for the development of the “Hub” project in Mriehel – a multi-purpose complex which will serve as a logistics centre for the Group’s retail operations as well as its head office. Furthermore, the “Hub” will also incorporate a finishing and packaging site and a storage and distribution centre.
  • DKV & Co Limited – the company will be holding and operating the three high-end fashion retail brands which are currently in the process of being acquired.
  • DVA Limited – operates The Make Up Store and the You Vee Sunglasses outlets. The company also sub-leases commercial premises situated at “The Point”, Sliema and “The Embassy”, Valletta to a third party.
  • DK Fashion Company Limited – holds and operates the Liu Jo and the Liu Jo Uomo franchises.
  • DK Max Limited – holds the Max & Co brand which is now operational from the previous Brooks Brothers outlet in Valletta.
  • DK Guess Ltd – will be holding and operating the Guess and 7 Camicie franchises, which are in the process of being acquired.

In addition to the above wholly-owned subsidiaries, the Dizz Group has a direct shareholding interest in the following entities:

  • Dizz Labs Limited (60%) – the company will be responsible for the administrative functions of the Group.
  • D3 Fashion Limited (60%) – holds and operates the Elisabetta Franchi brand.
  • D’s Limited (50%) – holds and operates the Terranova Kids franchise.

Future Developments: Looking ahead, the Dizz Group intends to extend its aggressive growth strategy by concluding the acquisition of six new high-end fashion retail brands during the second half of 2016 and  investing €4.16 million in a 1,220 square metre state-of-the-art multi-purpose complex known as the “Hub”, situated in Mriehel. The latter will house the Group’s head office and will also incorporate a finishing and packaging plant, a logistics centre as well as storage and distribution facilities.

The Dizz Group is presently in negotiations with Terranova for the importation of garments requiring finishing touches (such as the stitching of buttons, zips, labelling and packaging) which would then either be directed towards the local retail market or exported to North Africa.

Use of Proceeds

The net proceeds from the bond issue, estimated at circa €7.7 million after issuance costs, will be used within the Dizz Group for the following purposes:

(i)   €2.9 million for the settlement of the outstanding amounts in relation to the acquisition of the Guess, 7 Camicie and Brooks Brothers brands by the Group; for the refurbishment and roll-out of the Max & Co and Elisabetta Franchi outlets and the Terranova megastore in Iklin; and for the acquisition of three other high-end retail franchises and related inventories and equipment;

(ii)   €2.3 million for the refinancing of certain bank borrowings;

(iii)  €1.2 million for part-funding the construction and development of the “Hub”; and

(iv)  €1.3 million for general corporate funding purposes.

Guarantor

DIZZ Group of Companies Limited

Status

The Bonds shall constitute the general, direct, unconditional and unsecured obligations of the Issuer, guaranteed by the Guarantor, and shall at all times rank equally, without any priority or preference among themselves and with other unsecured debt of each of the Issuer and the Guarantor. Furthermore, they will rank after any other prior ranking indebtedness of the Issuer, if any.

Furthermore, the bonds are governed by a negative pledge clause which essentially prohibits the Issuer and Guarantor from taking on further debt until the maturity of the bonds. Further details in this respect can be found on pages 99 and 100 in Section 5.7 of the Securities Note.

Coupon

5.00%

Amount Issued

€8,000,000

ISIN Code

MT0001201202

Maturity

The bonds will mature at 100% (par) on 07 October 2026.

Interest Payment

Annually on 7 October

XD Date

22 September

Listing

Official List

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