4.50% GRAND HARBOUR MARINA PLC 23.08.2027

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Grand Harbour Marina plc - Prospectus dated 26 June 2017

The Issuer

Grand Harbour Marina plc owns and operates (under a 99-year sub-emphyteusis agreement expiring in June 2098) the Grand Harbour marina and has a 45% equity stake in a company that manages (under a build, operate and transfer agreement expiring in April 2034) another marina located in the Turkish resort town of Çeşme.

The Grand Harbour marina comprises roughly 1,200 sqm of land area and 45,000 sqm of water area with a total capacity of 218 pontoon berths for vessels of up to 25 metres in length and 39 berths for superyachts ranging from 30 to 100 metres in length. Meanwhile, IC Çeşme marina comprises 394 berths with a total lettable area of approximately 32,000 sqm along with an up-market marina village which encompasses 55 fully-let commercial units. The lease terms of the commercial units typically run for five years (most of which were renewed in 2015) and include food and beverage outlets, designer fashion boutiques, books and electronics stores, as well as a supermarket and office space.

GHM’s relationship with C&N

C&N is the principal shareholder of GHM as well as its marina consultant and manager. C&N’s connection with the yachting industry dates back to 1782 whilst its association with marinas started in the early 1960’s. It operates in more than 25 countries including the Caribbean, the Mediterranean and the United Kingdom.

GHM benefits from a services agreement with C&N which principally covers the use of the C&N brand and access to its resources in the technical areas as well as finance, operations, sales and marketing. Furthermore, GHM’s relationship with C&N also allows GHM to benefit from C&N’s global network of contacts, its high-profile advertising programmes and presence in major international exhibitions. C&N plays an active role in the management and implementation of GHM’s policies and strategies.

C&N has a total of eleven offices situated around the world. In addition to the 79.17% stake held in GHM, C&N also owns the entire shareholding in Port Louis Marina, Grenada.

Use of Proceeds

The net proceeds from the Bond issue, estimated at approximately €14.55 million after issuance costs, was used by the Issuer for the following purposes:

  • the redemption of the outstanding €10.97 million 7% Grand Harbour Marina plc 2017/20 bonds on 21 August 2017;
  • up to €3.5 million for further waterside investments within the Grand Harbour marina which may take place in two separate and independent phases:
    • the first phase is expected to require an investment of €0.8 million and will lead to an additional 31 berths resulting in a total of 249 pontoon berths whilst increasing the number of superyacht berths by one to 40;
    • the second phase, planned for 2019 with a total estimated cost of €2.7 million, is also intended to increase the number of pontoon berths by a further 43 to a total of 292 pontoon berths. On the other hand, the total number of superyacht berths is envisaged to decrease to 37 but some superyacht berths will be replaced by larger ones, thus still increasing the total superyacht berthing capacity of GHM.

While the Issuer will be undertaking the first phase of the modification process within the marina, it intends to explore other possible projects which may be undertaken instead of the second phase of the marina reconfiguration. Alternative projects may include the management of new marinas, either through the acquisition of one or more existing marina management businesses or the acquisition of other marinas in the Mediterranean, investments in areas in and around the Grand Harbour marina (both landside and seaside) or participating in requests for proposals being issued by the Government of Malta for new marinas around the Maltese Islands.

  • the balance will be used for general corporate funding purposes.

Status

The Bonds constitute the general, direct, unconditional and unsecured obligations of the Issuer and shall at all times rank pari passu, without any priority or preference among themselves and with other unsecured debt.

Furthermore, the bonds are governed by a negative pledge clause which essentially implies that the Issuer must, at all times, maintain a value of unencumbered assets greater than the outstanding principal amount of the Bonds plus one year’s interest. Further details in this respect can be found in Section 6.7 – “Negative Pledge” of the Securities Note on page 65 forming part of the Prospectus dated 26 June 2017.

Coupon

4.50%

Amount issued

€15,000,000

ISIN Code

MT0000321225

Interest Payment

Semi-annually on 22 February and 22 August (with the first interest payment date being 22 February 2018) 

XD Date

07 February

Maturity

The bonds will mature at 100% (par) on 23 August 2027.

Listing

Official List of the Malta Stock Exchange.

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