3.75% TUMAS INVESTMENTS PLC 10.07.2027

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Tumas Investments plc - Prospectus dated 27 March 2017

The Company

The Issuer is a fully-owned subsidiary of Tumas Group Company Limited which in turn is ultimately owned by members of the Fenech family. It was set up to act as a finance company of Spinola Development Company Limited – another fully-owned subsidiary of the Tumas Group.

Spinola Development Company Limited is the owner, developer and operator of the Portomaso Complex. It also owns a large tract of land situated in Ibragg – known as the “Halland” site – which is earmarked for development. Spinola Development Company Limited acts as the Guarantor of the bonds issued by Tumas Investments plc whose sole operation is to on-lend the bond proceeds to the Guarantor.

The Tumas Group has expanded significantly since it was founded in the mid-1960’s by the late Chev. Thomas Fenech. It is today one of the largest private business groups in Malta comprising various companies active in property development and leasing, hospitality and tourism, leisure, gaming and energy..

Use of Proceeds

The net proceeds from the Bond issue, estimated at approximately €24.55 million after issuance costs, were used by the Issuer to finance the redemption of the outstanding amount of the 6.2% Tumas Investments plc 2017/20 which was redeemed on 10 July 2017.

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.

Furthermore, the bonds are governed by a negative pledge clause which essentially implies that the Issuer and the Guarantor must at all times maintain a value of unencumbered assets of the Group to be greater than the outstanding principal amount of the Bonds plus one year’s interest. Further details in this respect can be found in Section 6.9.2 under “Status of the Bonds and negative pledge” of the Securities Note on page 73 forming part of the Prospectus dated 29 May 2017.

Coupon

3.75%

Amount issued

€25,000,000

ISIN Code:

MT0000231259

Guarantor

Spinola Development Company Limited

Guarantee

The Bonds shall constitute the general, direct, unconditional and unsecured obligations of the Issuer and shall be guaranteed in respect of both the interest due and the principal amount under said Bonds by the Guarantor, and shall at all times rank pari passu, without any priority or preference among themselves and, save for such exceptions as may be provided by applicable law, shall rank without priority and preference to all other present and future unsecured obligations of the Issuer and the Guarantor. The Bonds will, however, rank subordinate to the present and future secured creditors of the Issuer and the Guarantor. In view of the fact that the Bonds are being guaranteed by the Guarantor, Bondholders are entitled to request the Guarantor to pay both the interest due and the principal amount under said Bonds if the Issuer fails to meet any amount, when due. The strength of this undertaking on the part of the Guarantor is directly linked to the financial position and solvency of the Guarantor. Furthermore, subject to the negative pledge clause set out in sub-section 6.9.2 of the Securities Note, third party security interests may be registered which will rank in priority to the Bonds against the assets of the Issuer for so long as such security interests remain in effect.

Prospective investors are urged to refer to the Guarantee contained in Annex B of the Securities Note forming part of the Prospectus for a description of the scope, nature and term of the Guarantee. Reference must also be made to the sections entitled “Risk Factors” contained in the Summary Note, the Registration Document and the Securities Note for a description of certain risk factors which should be considered by prospective investors in connection with the Bonds and the Guarantee provided by Spinola Development Company Ltd.

Interest Payment

Annually on 10 July

XD Date

25 June

Maturity

The bonds will mature at 100% (par) on 10 July 2027.

Listing

Official List of the Malta Stock Exchange.

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