Premier Capital plc - Details of New Bond Issue

October 25, 2016

On 25 October 2016, Premier Capital plc announced approval for the issuance of €65 million 3.75% unsecured bonds maturing in 2026.

The salient details of the new bond issue are as follows:

Coupon:

3.75%

Amount Offered:

€65 million

Issue Price:

100% (par)

Interest Payment Date:

Annually on 23 November (first interest payment date is 23 November 2017)

Maturity:

The bonds will mature at 100% (par) on 23 November 2026.

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 present and future unsecured obligations, if any.

Furthermore, the bonds are governed by a negative pledge clause which essentially limits the Group from taking on further debt until the maturity of the bonds. Further details in this respect can be found on pages 15 and 16 in Section 5.7 – ‘Negative Pledge’ of the Securities Note.

Use of Proceeds:

The net proceeds from the bond issue, estimated at circa €64 million after issuance costs, will be used by the Issuer for the following purposes:

to finance the early redemption of the outstanding €24.6 million 6.8% Premier Capital plc 2017/2020 bonds;
€13.3 million for the repayment of bank facilities in Malta and Latvia;
€10.8 million to settle a portion of bank borrowings originally taken-up for part-financing the acquisition of McDonald’s Romania; and
€15.3 million for part-financing forthcoming capital expenditure which, in 2017, is projected to amount to €18.0 million. This primarily comprises the opening-up of new stores as well as the remodelling and upgrading of a number of McDonald’s restaurants operated by the Group.

In the event that the Bond Issue is not fully subscribed, and provided that the amount received is not less than €25.0 million, the Issuer will proceed with the listing of the amount of Bonds subscribed for and shall apply the net proceeds received in the manner and order of priority set out above. Any residual amounts not raised through the bond issue will be financed from the Group’s general cash flow and/or bank financing.

In the event that bond issue proceeds received on closure of the subscription period is below €25.0 million, no allotment of the Bonds shall be made and all monies received by the Issuer will be refunded to subscribers accordingly.

Deadline for ‘Preferred Applicants’:

Thursday 10 November 2016 at 08:30 hrs with applications for a minimum of €2,000 and in multiples of €100 thereafter.

‘Preferred Applicants’ are: (i) Holders of the 6.8% Premier Capital plc 2017/2020 bonds as at the close of trading on 19 October 2016 and (ii) Holders of the 5.1% PTL Holdings plc 2024 and the 4.5% Hili Properties plc 2025 bonds as at the close of trading on 19 October 2016.

In the event that subscriptions from the above-mentioned ‘Preferred Applicants’ exceed the allocated amounts of €30 million and €12 million respectively, the unsatisfied excess will be refunded back to the applicants and WILL NOT be considered for allocation purposes with the applications submitted by the General Public. Nonetheless, ‘Preferred Applicants’ may submit a separate application form under the General Public pot.

General Public Offer Period:

Monday 14 November 2016 to 16 November 2016 (both days included)

The offer period may close early due to over-subscription.

Minimum Application:

Applications must be for a minimum of €2,000 and in multiples of €100 thereafter.

Interested applicants are kindly requested to contact us for further information on the application procedure.

Listing:

Official List of the Malta Stock Exchange

Disclaimer:

The value of investments may increase as well as decrease and past performance is not an indication of future performance. Prospective investors are urged to read the Prospectus issued by Premier Capital plc dated 21 October 2016 including the Risk Factors which are found in the Registration Document on pages 7 to 14 and in Section 2 of the Securities Note found on pages 7 to 9. Prospective investors are urged to consult an independent financial adviser for advice prior to investing in the Bonds.

Downloads:

Premier Capital plc – Prospectus dated 21 October 2016

This webpage has been prepared based on the Prospectus dated 21 October 2016 issued by Premier Capital plc and no representations or guarantees are made by Rizzo, Farrugia & Co. (Stockbrokers) Ltd with respect to the accuracy of the data. This webpage is for information purposes only. It is not intended to be and should not be construed as an offer or solicitation to acquire or dispose of any of the securities or issues mentioned herein. Rizzo, Farrugia & Co. (Stockbrokers) Ltd accepts no responsibility or liability whatsoever for any expense, loss or damages arising out of, or in any way connected with, the use of all or any part of this webpage.