4.25% GAP GROUP PLC 03.10.2023

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GAP Group plc - Prospectus dated 16 September 2016

The Company

GAP Group plc (the Issuer) was established in June 2016 for the purpose of a re-organisation of the Gap Group. Following this restructuring, the Issuer acts as the holding company of a number of subsidiaries which in turn are involved in the acquisition and development of real estate properties.

Use of Proceeds

The net proceeds from the bond issue, estimated at circa €39.4 million after issuance costs, are for the following purposes:

  • €9.9 million to finance the acquisition of the site in Mellieħa;
  • €13.1 million were used to partly settle the amount due for the acquisition of the entire share capital of GDL and all the ordinary ‘A’ shares of Geom Holdings Limited (GHL) [GDL & GHL collectively own and develop the Qawra project];
  • €3 million to refinance a bank loan which was used for the funding of the Żebbuġ development;
  • the remaining balance of €13.4 million shall be applied towards the costs of construction and development of the sites in Mellieha, Gharghur and Qawra.

Guarantors

Gap Properties Limited (GPL) – developed and sold 193 apartments, 2 retail outlets, and 226 garages/car spaces over a site in Zebbug having a total built up saleable area of circa 32,700 sqm spread over 20 blocks within five zones forming the project.

Geom Developments Limited (GDL) – through a joint-venture with GHL, owns a site in Qawra measuring approximately 3,508 sqm over which it is currently developing a total of 145 residential units (most of which are subject to promise of sale agreements) and 180 garages/car spaces. Construction works are expected to be completed by Q4 2017.

Gap Mellieħa (I) Limited (GML) – owns a 5,220 sqm site over which ten blocks, comprising a total of 152 luxury apartments and garages, will be constructed with works expected to be completed by June 2019.

Gap Għargħur Limited (GGL) – owns a 2,585 sqm site in Gharghur over which it plans to develop 28 residential units, 6 penthouses, 41 lock up garages by October 2018.

Status

The Bonds shall constitute the secured, general, direct, and unconditional secured obligations of the Issuer, GML, GPL and GDL, and will rank with first priority and preference over all other present and future obligations of the Issuer, GML, GPL and GDL. The payment of the principal under the Bonds and interest thereon shall be secured by a first-ranking general hypothec over all the assets of the Issuer, GML, GPL and GDL, present and future, as well as a first-ranking special hypothec over the Hypothecated Property which each of GML, GPL and GDL has agreed to constitute in favour of the Security Trustee for the benefit of Bondholders. Also, the Secured Bonds shall be guaranteed, in respect of both the interest and the principal amount due, by the Guarantors in terms of the Guarantee.

During the course of construction of the New Developments, situations may arise whereby the contractors or suppliers may become entitled by law to register a special privilege over the Hypothecated Property, thereby obtaining a priority in ranking over the Security Trustee. In this respect GML and GDL have each entered into an agreement with GGCL, the principal contractor, whereby GGCL has, inter alia waived its right to register any special privilege over Blocks A, B and C forming part of the Qawra Development and the Mellieħa Development until such time that the indebtedness under the Bonds has been settled and repaid in full and the Security Interests granted in favour of the Security Trustee and referred to in the Prospectus have been discharged. Whist this is intended to minimise the possibility that any real rights are created over the afore-mentioned developments that would have the effect of diminishing the value of the Security Interests registered in favour of the Security Trustee, there can be no guarantee that a sub-contractor conducting works on one or more of the afore-mentioned developments may constitute a special privilege according to law.

Coupon

4.25%

Amount Issued

€40,000,000

ISIN Code

MT0001231209

Maturity

The bonds will mature at 100% (par) on 3 October 2023.

Interest Payment

Annually on 3 October

XD Date

18 September

Listing

Official List

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