4.40% VON DER HEYDEN GROUP FINANCE PLC 08.03.2024

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Von der Heyden Group Finance plc - Prospectus dated 30 January 2017

THE ISSUER & VON DER HEYDEN GROUP

Von der Heyden Group Finance plc (Issuer) was set up on 15 September 2016 to act as a financing company through which the Von der Heyden Group will continue to finance its future projects. Accordingly, the Issuer is economically dependent principally on the financial and operating performance of the businesses entities within the Von der Heyden Group.

Timan Investments Holdings Limited (Guarantor)

Timan Investments Holdings Limited (Guarantor) is the parent company of the Von der Heyden Group, holding shares in a number of subsidiary companies registered in Germany, the Netherlands, Poland, Spain and Malta, primarily operating in the real estate development (high quality office buildings and other property developments) and hotel management (hotel and residential properties) sectors.

USE OF PROCEEDS

The net proceeds from the bond issue, estimated at €24.6 million after issuance costs, were principally used by the Issuer as follows:

i) €1.75 million to part finance the Bavaria Towers (Munich, Germany) development project [owned as to 38.5% by the Group];

ii) €4.00 million to part finance the Andersia Silver (Poznań, Poland) development project [owned as to 42.5% by the Group];

iii) €0.94 million to finance the refurbishment of the third floor of the IBB Grand Hotel Lublinianka (Lublin, Poland) and to purchase the 25% shareholding in the same hotel owned by third parties;

iv) €0.25 million to part finance the Dlugi Targ Hotel development project (Gdańsk, Poland) [owned as to 50% by the Group];

v) €0.50 million to finance the Group’s equity contribution in a joint venture to be incorporated for the purpose of developing an office building in Valletta, Malta;

vi) €3.20 million to part finance other prospective development projects in Malta and Europe;

vii) €1.38 million for working capital purposes in relation to the proposed expansion of the IBB Hotel Collection in Europe (including Malta);

viii) €1.90 million to finance rental deposits in respect of the proposed expansion of the IBB Hotel Collection in Europe (including Malta);

ix) €10.00 million to refinancing of Group receivables;

x) the remaining balance of €0.21 million shall be used for the Group’s general corporate funding requirements in Malta.

STATUS

The Bonds shall constitute the general, direct, unconditional and unsecured obligations of the Issuer and shall be guaranteed in respect of both the interest and the principal amount due under said Bonds by the Guarantor in terms of the guarantee contained in Annex B of the Securities Note, and shall at all times rank pari passu, without any priority or preference among themselves and with other outstanding unsecured debt of the Issuer and Guarantor, present and future. The Bonds will, however, rank subordinate to the present and future secured creditors of the Issuer and the Guarantor, if any.

COUPON

4.4%

AMOUNT ISSUED

€25,000,000

ISIN CODE

MT0001401208

MATURITY

The bonds will mature at 100% (par) on 08 March 2024.

INTEREST PAYMENT

Annually on 8 March

XD DATE

21 February

LISTING

Official List

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