GAP Group plc - Details of New Bond Issue

On 7 December 2022, GAP Group plc published a Prospectus in relation to a new €23 million bond issue maturing in 2027 with the possibility of early redemption as from 2025. The salient features of the new bonds are as follows:

Coupon:

4.75%

Amount Offered:

€23 million

Issue Price:

100% (par)

Interest Payment Date:

Annually on 22 December (with the first interest payment date being 22 December 2023)

Maturity Date:

22 December 2027

Early Redemption Dates:

Any date falling between 22 December 2025 and 21 December 2027 (subject to the Issuer giving not less than 30 days’ notice)

Use of Proceeds:

The net proceeds from the bond issue, estimated at €22.5 million after issuance costs, will be used by the Group for the following purposes, in the amounts and order of priority set out below:

  • €15.9 million for the acquisition of the ‘Żonqor Site’ at Marsascala, including stamp duty, notary costs, and applicable brokerage fees.
  • €6.6 million for the partial financing of the ‘Żonqor Site’ development costs.

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 Żonqor Limited. The bonds will also be secured as follows:

Collateral provided by GAP Group plc:

  • Fourth-ranking general hypothec for the full nominal value of the bonds and interest thereon over all its property (present and future) for the full nominal value of the bonds and interest thereon.
  • A pledge on the insurance policy proceeds for the full nominal value of the bonds and interest thereon.

Collateral provided by GAP Żonqor Limited:

  • First-ranking general hypothec for the full nominal value of the bonds and interest thereon over all its property (present and future) for the full nominal value of the bonds and interest thereon.
  • First-ranking special hypothec for the full nominal value of the bonds and interest thereon over the ‘Żonqor Site’ and any developments and constructions thereon.
  • First-ranking special privilege over the ‘Żonqor Site’ for an amount of €14.2 million.

Plan of Distribution:

The bonds will be made available for subscription to all categories of investors and offered exclusively to Authorised Financial Intermediaries through an Intermediaries’ Offer. The bond issue is conditional upon it being fully subscribed.

Closure of Offer Period:

21 December 2022 at 14:00 hrs

Minimum Subscription Amount:

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

Listing:

Official List of the Malta Stock Exchange

Downloads:

Prospectus dated 5 December 2022

Bond Fact Sheet

Disclaimer:

This webpage has been prepared based on the Prospectus dated 5 December 2022 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.