4.00% EDEN FINANCE PLC 28.04.2027

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Eden Finance plc - Prospectus dated 27 March 2017

The Company

Eden Finance plc, a fully owned subsidiary of Eden Leisure Group Limited (“Guarantor” or “Group”), was set up in August 2000 to act as the finance company of the Eden Leisure Group of Companies.

Eden Leisure Group Limited, which traces its origins back to 1966 and is owned by the De Cesare family, is the parent company of the Eden Leisure Group. The Group is principally engaged, directly or through its subsidiaries and/or associated entities, in the hospitality and entertainment industries in Malta. Furthermore, the Guarantor holds a number of properties directly in its own name which are leased out to third parties. The Guarantor also leases commercial space to Casino Malta Ltd (a related party) for the operation of a casino.

Nowadays, the Eden Leisure Group mainly owns and operates: (i) the radio station 89.7 Bay, (ii) Eden Cinemas comprising 13 fully digitised screens, (iii) the Eden SuperBowl, (iv) Cynergi Health & Fitness Club, (v) InterContinental Malta and a 24-hour 300 bay car park (both operated by InterContinental Hotels Corporation), (vi) InterContinental Arena & Conference Centre, (vii) Eden Business Centre and (viii) a Commercial Centre comprising 11 retail outlets (50%).

On 27 October 2014, the Guarantor completed a deed of purchase with Perla Hotels Limited for the Giorgianis Hotel property, situated in St Augustine Street, St Julians, adjacent to the InterContinental Malta, for a total consideration of €5.55 million. The property was subsequently redeveloped into a 118-room 3-star Holiday Inn Express to be operated by the InterContinental Hotels Group through a 15 year management contract and is expected to commence operations in 2017. The Holiday Inn Express, is a low amenity high quality hotel with an emphasis on the business traveller.

Use of Proceeds

The net proceeds from the Bond issue, estimated at €39.45 million after issuance costs, were principally used by the Issuer for the following purposes:

  • to finance the early redemption of the outstanding €13.98 million 6.6% Eden Finance plc 2017-20 bonds;
  • to repay €14.9 million in bank facilities (HSBC Bank Malta plc – €13 million; Lombard Bank Malta plc – €1.9 million);
  • to finance the redevelopment and refurbishment works relating to a number of the Group’s properties (€7.4 million);
  • for general corporate funding purposes of the Group (€3.2 million).

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 I of the Securities Note within the Prospectus dated 27 March 2017.

The Bonds shall at all times rank pari passu, without any priority or preference among themselves and with other outstanding unsecured and unsubordinated debt of the Issuer and Guarantor, present and future.

Coupon

4.0%

Amount issued

€40,000,000

ISIN Code:

MT0000141227

Guarantor

Eden Leisure Group Limited

Interest Payment

Annually on 28 April

XD Date

13 April

Maturity

The bonds will mature at 100% (par) on 28 April 2027.

Listing

Official List of the Malta Stock Exchange.

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