4.35% HUDSON MALTA PLC 06.04.2026

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Hudson Malta plc - Prospectus dated 23 March 2018

THE ISSUER, GUARANTORS & HUDSON GROUP

Hudson Holdings Limited is the parent company of the Hudson Group which is involved in the retail and distribution of branded fashion and sportswear in Malta, Europe and Africa. Central operations are all based in Malta and include logistics, purchasing, finance and sales. Some of the key brands presently managed by the Hudson Group are Nike, New Look, Timberland and KIABI, most of which are subject to franchise agreements which have been in effect for a significant number of years and which, to date, have been automatically renewed by the respective franchisors on the same terms and conditions.

The Issuer, Hudson Malta plc, was established on 10 November 2017 and is a wholly-owned subsidiary of Hudson Holdings Limited (the ultimate parent of the Hudson Group), and is the parent company of the Malta operations of the Hudson Group. Business operations are performed by the Issuer’s Subsidiaries (also referred to as the Guarantors), and therefore the Issuer is mainly dependent on the business prospects of the Guarantors, namely Time International (Sport) Limited and Hudson International Company Limited. The Issuer and its subsidiaries are collectively referred to as the Malta Group.

Time International (Sport) Limited was established in 2003 and is principally engaged in the importation, distribution and retailing of sportswear. The company operates 12 retail outlets and franchises a further 6 stores in Malta and Gozo. The flagship brand operated by the company is Nike, one of the most prominent brands of athletic footwear and apparel globally. In 2016, Time International (Sport) Limited introduced the Go Sport brand in Malta with the opening of a store in Qormi. Go Sport is a sports multi-specialist that offers a vast range of branded sports apparel and accessories.

Hudson International Company Limited was established in 2010 and is primarily involved in the importation and retailing of branded fashion wear in Malta. The company operates 13 stores in Malta and Gozo as follows: New Look (4 stores), 3INA (4 stores), Benetton (2 stores), KIABI (2 stores) and River Island (1 Store) and franchises a Benetton store.

USE OF PROCEEDS

The net proceeds from the bond issue, estimated at €11.78 million after issuance costs, will be used for the following purposes:

  • €2.78 million will be used to re-finance outstanding Malta Group banking facilities;
  • €4.5 million will be on-lent to Hudson Holdings Limited (the ultimate parent company) to lease and fit-out a number of new retail stores in Morocco (€2.5 million), Italy (€1 million) and Algeria (€1 million);
  • €2.5 million will be utilised to finance the construction and fit-out of a distribution centre in Malta exclusively for the international trading operations of the Hudson Group. [BD International Group Limited (a wholly owned subsidiary of Hudson Holdings Limited) is presently in the final stage of negotiating a 65-year emphyteutical concession with Malta Industrial Parks for the site over which the distribution centre will be developed. Accordingly, a joint venture agreement will be entered into between BD International Group Limited and the Issuer for the development and operation of the facility, wherein the former party will contribute the right of usufruct to the Issuer, whilst the latter party will contribute the required funds for the construction and fit-out of the distribution centre, IT and administrative support, and the provision of the above-mentioned operational services. The capital expenditure is projected to be incurred during 2018 and 2019];
  • €2 million will be used to part-finance the forthcoming capital expenditure of the Malta Group including the renovation of 3 existing stores and the opening of 3 additional stores in Malta.

STATUS

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

COUPON

4.35%

AMOUNT ISSUED

€12,000,000

ISIN CODE

MT0001811208

MATURITY

The bonds will mature at 100% (par) on 06 April 2026.

INTEREST PAYMENT

Annually on 6 April

XD DATE

22 March

LISTING

Official List

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