7% PAVI Shopping Complex plc Secured 2014

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PAVI Shopping Complex plc - Prospectus 28 September 2007

The Company

PAVI Shopping Complex plc was incorporated as a private limited liability company on 26 July 2007 and changed to a public limited liability company on 27 September 2007. The issued share capital is €8,386,909 divided into 1,800,250 ordinary ‘A’ shares of €2.33 each held by PG Holdings Limited and 1,800,250 ordinary ‘B’ shares of €2.33 each held by Yvonvi Limited. While PG Holdings Limited is fully owned by Paul Gauci, Yvonvi Limited is owned by Victor and Yvonne Grech.

PAVI Shopping Complex plc is the parent company of the PAVI Group and has two fully-owned subsidiary companies: PAVI Supermarkets Limited (PAVISL) and PAVI Bakery Limited (PAVIBL). The principal business activities of the PAVI Group are:

  • the retailing of food and non-food products carried out through PAVISL which operates the PAVI Supermarket;
  • income-sharing arrangements with third party operators in respect of certain specialist activities (such as the butcher shop, delicatessen counter, fruit and vegetable counter, pasta shop and fish shop) carried out from within designated areas of the PAVI Supermarket;
  • the management, operation and letting of other retail and commercial outlets within the PAVI Shopping Complex.

The Company owns the land in Qormi measuring circa 29,000 sqm, which was acquired for a total sum of €19.6 million.

The PAVI Group’s strategy for the complex, based on the vast experience of the promoters Paul Gauci and Victor Grech, has been to build a major shopping centre around the PAVI Supermarket. Further developments of new retail outlets are expected within the coming years given the area available on its large site and sustained demand from prospective tenants.

Use of Proceeds

The net proceeds from the bond issue amounting to €11.4 million were applied as follows:

  • Full repayment of the Bank of Valletta Bridging Facility of €4.4 million.
  • Net remaining balance due by PAVI Shopping Complex plc to Castellana (Malta) Limited of €4.4 million.
  • Payment to capital creditors related to works at the Complex amounting to €1.4 million.
  • Working capital requirements of the PAVI Group of €1.2 million.

Status & Security

PAVI Shopping Complex plc has agreed to constitute the Shopping Complex in favour of the Security Trustee (Bank of Valletta plc) for the benefit of bondholders.

The bonds constitute the general, direct, unconditional and secured obligations of the Issuer, and shall at all times rank pari passu without any priority or preference among themselves. However the bonds rank with priority and preference to all other present and future obligations of PAVI Shopping Complex plc by virtue of a first general hypothec against the Issuer and a first special hypothec over the Shopping Complex in favour of bondholders.

With effect from the 2008/9 financial year until the maturity date, PAVI Shopping Complex plc have agreed to build a Reserve Account amounting to at least 50% of the value of the bonds from the available free cash flows arising from the operations of the PAVI Group in order to partly-fund the repayment of the bonds. The Reserve Account shall be held in the name of BOV as Security Trustee for the benefit of bondholders.

Coupon

7.0%

Amount Issued

€10,866,814

ISIN Code

MT0000361205

Maturity

The bonds will be redeemed early at 100% (par) on 26 October 2014.

Interest Payment

Annually on 26 October

XD Date

11 October

Listing

Alternative Companies List

No. of Bondholders

874

Directors

Paul Gauci, Victor Grech, David Grech, Caroline Grech, Lawrence Zammit, William Spiteri Bailey.

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