On 9 December 2021, Gap Group plc published a Prospectus in relation to a new €21 million bond issue maturing in 2026 with the possibility of early redemption as from 2024. The salient features of the new bonds are as follows:
Interest Payment Date:
Annually on 30 December (with the first interest payment date being 30 December 2022)
30 December 2026
Early Redemption Dates:
Any date falling between 30 December 2024 and 29 December 2026 (subject to the Issuer giving not less than 30 days’ notice)
Use of Proceeds:
The net proceeds from the bond issue, estimated at €20.6 million after issuance costs, will be used by the Group for the following purposes, in the amounts and order of priority set out below:
- €8 million for the acquisition of ‘Qawra Site III’.
- €11.6 million for the development and completion of the ‘Qawra II’ and Mosta projects.
- €1 million for the partial financing of the development costs of the ‘Qawra III’ project.
Status & Ranking:
The bonds will constitute the general, direct, unconditional, and secured obligations of Gap Group plc and will, at all times, rank pari passu, without any priority or preference among themselves. In addition, the bonds are guaranteed by Gap QM Limited (“GQM”) and Gap Qawra Limited (“GQL”) on a joint and several basis. Both GQM and GQL are wholly-owned subsidiaries of the Group. GQM will pursue the ‘Qawra II’ and Mosta projects whilst GQL will be developing the ‘Qawra III’ project. The guarantee provided by GQM is however subordinated to the rights of the holders of the existing 3.7% Gap Group plc 2023/25 secured bonds. In this respect, the Security Trustee in relation to the new bonds will not enforce its claims until the earlier of: (i) the redemption of the 3.7% Gap Group plc 2023/25 secured bonds; and (ii) the payment of the full amount outstanding of the 3.7% Gap Group plc 2023/25 secured bonds of €21 million.
The bonds will also be secured as follows:
Collateral provided by Gap Group plc:
- Third-ranking general hypothec over all its assets (present and future) for the full nominal value of the bonds and interest thereon.
- Second-ranking pledge on insurance policy for the full nominal value of the bonds and interest thereon.
Collateral provided by GQM:
- Second-ranking general hypothec over all its assets (present and future) for the full nominal value of the bonds and interest thereon.
- Second-ranking special hypothec over the Mosta and ‘Qawra II’ projects for the full nominal value of the bonds.
Collateral provided by GQL:
- First-ranking general hypothec over all its assets (present and future) for the full nominal value of the bonds and interest thereon.
- First-ranking special hypothec over the ‘Qawra III’ project for the full nominal value of the bonds and interest thereon.
- First-ranking special privilege over the ‘Qawra III’ project for an amount of €8 million.
Plan of Distribution:
Gap Group plc will allocate the bonds on the basis of the following policy and order of priority:
- €19.2 million are reserved for subscriptions from holders of the existing 4.25% Gap Group plc 2023 secured bonds through an exchange offer at €101.25 for every 100% (nominal). The difference of €1.25 per existing bond shall be settled in cash within 30 days of the allocation.
- €1.75 million plus any remaining amounts unsubscribed for by holders of the existing 4.25% Gap Group plc 2023 secured bonds are reserved for subscriptions by Authorised Financial Intermediaries through Placement Agreements.
Closure of Offer Period:
5 January 2022 at 12:00 hrs (noon)
Minimum Subscription Amount:
€2,000 (nominal) and in multiples of €100 thereafter.
Official List of the Malta Stock Exchange
This webpage has been prepared based on the Prospectus dated 6 December 2021 issued by Gap Group 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.
Investors wishing to acquire the Bond should read the Prospectus before making any investment decision in order to fully understand the potential risks and rewards associated with an investment in the Bonds. A copy of the Prospectus is available on Rizzo, Farrugia & Co. (Stockbrokers) Limited’s website. The Bonds are complex financial instruments for the purposes of MIFID II and investment in the Bonds may not be suitable for all investors. Prospective investors are urged to consult their financial advisers as to the suitability or otherwise of acquiring such Bonds. The value of the investment and the income therefrom may go down as well as up and investors may lose some or all of the money invested.
This advertisement has been issued by Rizzo, Farrugia & Co. (Stockbrokers) Limited, a company licensed to undertake investment services in Malta by the MFSA under the Investment Services Act, Cap. 370 of the Laws of Malta, and having its registered address at Airways House, Fourth Floor, High Street, Sliema SLM 1551, Malta