3.85% HILI FINANCE COMPANY PLC 24.07.2028

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Hili Finance Company plc - Prospectus dated 4 July 2018

THE ISSUER & THE GUARANTOR

Hili Finance Company plc was established as the finance arm of Hili Ventures Limited which, in turn, is the parent and holding company of the Hili Group as well as the Guarantor of the bonds. The Hili Group has four main operating subsidiaries as listed below:

  • Premier Capital plc is involved in the operations of McDonald’s restaurants in the Baltics (Estonia, Latvia and Lithuania), Greece, Malta and Romania.
  • 1923 Investments plc is engaged in: (i) the sale and distribution of Apple products as an Apple Premium Reseller in Poland, Hungary and Romania; (ii) the sale, maintenance and servicing of information technology solutions, security systems and the provision of electronic payment solutions; and (iii) transport and logistics services in Malta and Poland, including air, road, sea and rail freight forwarding, clearances and deliveries, customs brokerage, parcel services, warehousing, ship agency, ship-to-ship operations and project cargo.
  • Hili Properties plc owns and manages a property portfolio comprising commercial and retail property in the Baltics, Malta and Romania.
  • Motherwell Bridge Industries Limited is primarily engaged in providing engineering services related to port equipment and crane assembly.

USE OF PROCEEDS

The net proceeds from the Bond issue, estimated at approximately €39.4 million after issuance costs, were on-lent to the Guarantor which, in turn, utilised these funds as follows:

  • €6 million to re-finance outstanding bank facilities of Hili Properties plc which were originally utilised for the acquisition of investment property;
  • €6.5 million to repay in full a bank loan of 1923 Investments plc which was originally used to part-finance the acquisition of the Apple business in Poland;
  • €4 million to re-finance an outstanding loan of 1923 Investments plc which was originally granted for the acquisition of the logistics operation in Poland;
  • €13.8 million to re-finance an outstanding shareholder loan which was originally advanced for part-financing the acquisition of McDonald’s Romania by Premier Capital plc (€10.8 million) and investments made by Hili Properties plc in Latvia (€3 million);
  • €4 million to part-finance upcoming acquisitions and development of investment property by Hili Properties plc in the Baltics and Romania;
  • €3.4 million to fund the expansion of the Apple retail operation of 1923 Investments plc in Romania and to implement a stronger enterprise resource planning system to enhance operational efficiencies; and
  • €1.7 million to be used by the Guarantor for group-wide investment opportunities.

STATUS

The Bonds constitute the general, direct, unconditional and unsecured obligations of the Issuer, guaranteed by the Guarantor, 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 Guarantor.

Third party security interest may be registered which will rank in priority to the bonds against the assets of the Issuer and of the Guarantor. As at 31 December 2017, the Group had €94.3 million in bank borrowings (loans and overdraft facilities) that were secured by privileges and hypothecs and therefore the bonds rank below this secured bank debt.

Prospective investors are also urged to refer to the “Guarantee” contained in Annex II of the Securities Note forming part of the Prospectus for a description of the scope, nature and term of the Guarantee being provided by Hili Ventures Limited.

COUPON

3.85%

AMOUNT ISSUED

€40,000,000

ISIN CODE

MT0001891200

MATURITY

The bonds will mature at 100% (par) on 24 July 2028.

INTEREST PAYMENT

Annually on 24 July

XD DATE

8 July

LISTING

Official List

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