Mizzi Organisation Finance plc - Details of New Bond Issue

On 28 September 2021, Mizzi Organisation Finance plc published a Prospectus in relation to a new €45 million bond issue maturing in 2031 with the possibility of early redemption as from 2028. The salient features of the new bonds are as follows:

Coupon:

3.65%

Amount Offered:

€45 million

Issue Price:

100% (par)

Interest Payment Date:

Annually on 15 October (with the first interest payment date being 15 October 2022)

Maturity Date:

15 October 2031

Early Redemption Dates:

Any date falling between 15 October 2028 and 14 October 2031 (subject to the Issuer giving not less than 30 days’ notice)

Use of Proceeds:

The net proceeds from the bond issue, estimated at €44 million after issuance costs, will be used for the following purposes, in the amounts and order of priority set out below:

  • €25 million for the part refinancing of existing borrowings of the Mizzi Organisation.
  • €5 million for the partial financing of the ‘Ħofra Project’, consisting of the development of a vacant excavated site measuring circa 3,200 sqm into a petrol station, underground facilities and a showroom to be occupied by the ‘Automotive’ division. The ground floor of the site will be developed into a drive-through restaurant.
  • €3 million for the partial financing of the refurbishment of the ‘Arkadia’ complex located in Rabat, Gozo. The project will entail the gutting of the premises for the purposes of completing the entire re-modelling and modernising of the property.
  • €11 million for general corporate funding purposes of the Mizzi Organisation.

Status & Ranking:

The bonds will constitute the general, direct, unsecured, and unconditional obligations of the Issuer and will, at all times, rank pari passu, without any priority or preference among themselves. The payment obligations of the Issuer under the bonds will, save for such obligations as may be mandatorily preferred by law, at all times rank at least equally with all the Issuer’s present and future unsecured and unsubordinated obligations. This means that any secured or privileged debts of the Issuer will rank at all times ahead of the obligations of the Issuer under the bonds, as a result of which bondholders may not be able to recover in full or in part their investment in the bonds in the case of insolvency.

The bonds are guaranteed by the Guarantors on a joint and several basis. Accordingly, bondholders will be entitled to request the Guarantors to pay both the interest due and the principal amount under said bonds on first demand (subject to the terms of the Guarantee) if the Issuer fails to meet any amount due in terms of the prospectus. The joint and several Guarantee also entitles the bondholders to demand payment from any or all the Guarantors without having to first take action against the Issuer.

Each of the Guarantors have unconditionally and irrevocably guaranteed the due and punctual payment of all sums from time to time payable by the Issuer in respect of the bonds. The Guarantee constitutes a direct, unconditional, and unsecured obligation of the Guarantors. The payment obligations of the Guarantor under the Guarantee will, save for such exceptions as may be provided by applicable law, at all times rank at least equally with all their respective present and future unsecured and unsubordinated obligations.

Plan of Distribution:

Placement Intermediaries’ Offer

An amount of €25 million of the bond issue is reserved for subscriptions from Placement Financial Intermediaries through Placement Agreements.

‘Preferred Applicants’

An amount of €5 million of the bond issue is reserved for subscriptions from ‘Preferred Applicants’ – i.e. Mizzi Organisation shareholders, employees, and Directors.

Intermediaries‘ Offer

An amount of €15 million of the bond issue is reserved for subscriptions by Financial Intermediaries.

Offer Period:

8 October 2021 at 12:00 hrs (noon)

Minimum Subscription Amount:

€5,000 (nominal) and in multiples of €100 thereafter.

Listing:

Official List of the Malta Stock Exchange

Downloads:

Bond Prospectus dated 24 September 2021

Bond Fact Sheet

Disclaimer:

This webpage has been prepared based on the Prospectus dated 24 September 2021 issued by Mizzi Organisation Finance 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

Rizzo, Farrugia & Co. (Stockbrokers) Ltd is acting as Sponsor and Manager to Mizzi Organisation Finance plc.

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