4.35% SD FINANCE PLC 25.04.2027

Download

SD Finance plc - Prospectus dated 27 March 2017

THE ISSUER & SD GROUP

SD Finance plc is the finance arm of SD Holdings Limited, the parent company of the SD Group and the Guarantor of this bond. The Issuer does not carry out any trading activities and is entirely dependent on the performance of the SD Group which is involved in the ‘Hospitality & Leisure’, ‘Contract Catering’ and ‘Healthcare’ sectors.

The Group is composed of the parent company, SD Holdings Limited, and its wholly-owned subsidiaries:

  • Hotel San Antonio Limited – owns and operates the 513-room four-star db San Antonio Hotel & Spa located in St Paul’s Bay;
  • Seabank Hotel and Catering Limited – owns and operates the 539-room four-star db Seabank Resort & Spa located in Mellieha Bay;
  • S.R.G.N. Company Limited – operates the Tunny Net Complex located in Mellieha Bay, offering entertainment and leisure facilities, including a beach lido, water sports facilities and a number of restaurants and retail outlets;
  • Sea Port Franchising Limited – holder of the franchisee licence and the operating agent for the Hard Rock® café and Hard Rock® bar brands for Hard Rock Café International, Inc. in Malta. The Group currently operates three Hard Rock® café outlets in Bay Street Complex, St Julian’s, Malta International Airport and Valletta Waterfront, Floriana; and
  • DB San Gorg Property Limited – holds a hotel license agreement with Hard Rock Café International, Inc. in respect of a proposed five-star hotel in St. George’s Bay, St. Julian’s which is set to form part of the “City Centre Project” (further details are available below).

In addition to the above wholly-owned subsidiaries, SD Holdings Limited has a direct shareholding interest in the following entities:

  • Malta Healthcare Caterers Ltd (50%) – provides in-patient catering services to public hospitals as well as healthcare services to public hospitals, clinics and homes for the elderly;
  • Porto Azzurro Limited (33.3%) – owns and operates a three-star aparthotel located in Xemxija;
  • Sky Gourmet Malta Limited (30%) – provides catering and commissary services to airlines; and
  • Sky Gourmet Malta Inflight Services Limited (30%) – provides personnel and administration services to Sky Gourmet Malta Limited.

Potential Future Developments: The City Centre Project

On 1 February 2017, the Government of Malta and DB San Gorg Property Limited (“DB San Gorg”), which is a wholly-owned subsidiary of the Group, entered into a public deed by virtue of which the Government granted DB San Gorg a 99-year emphyteutical grant over a large tract of land which is presently occupied by the Institute for Tourism Studies in St George’s Bay, St Julian’s. Subject to Planning Authority permits, the Group intends to develop a five-star Hard Rock® hotel, a casino, an exclusive top-floor bar, catering and dining establishments, a congress hall and conference centre, a shopping mall, a car park, office suites and residential units (the “City Centre Project”). DB San Gorg also has a fifteen-year hotel license agreement with Hard Rock Café International, Inc. which is subject to extension upon expiry.

The construction and development of the City Centre Project is expected to be funded through a combination of own funds, bank facilities, future debt issuances as well as cash flows generated from the initial instalments in connection with the sale of residential units set to be constructed as part of the project.

USE OF PROCEEDS

The net proceeds from the bond issue, estimated at €64 million after issuance costs, will be channelled by the Issuer to the Guarantor for the following purposes:

  • €53.5 million for the refinancing of bank borrowings originally taken up for the redevelopment of the db Seabank Report & Spa and the db San Antonio Hotel & Spa;
  • €9.55 million for the redemption of preference shares held by the preference shareholders in Seabank Hotel and Catering Limited; and
  • €1 million for the general corporate funding purposes of the Group.

STATUS

The Bonds 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.

COUPON

4.35%

AMOUNT ISSUED

€65,000,000

ISIN CODE

MT0001431205

MATURITY

The bonds will mature at 100% (par) on 25 April 2027.

INTEREST PAYMENT

Annually on 25 April

XD DATE

10 April

LISTING

Official List

Print This Page Print This Page