Global Fashion Group S.A. / Key word(s): Financing
Global Fashion Group S.A.: launches an offering of approx. EUR 375 million Convertible Bonds due 2028
03-March-2021 / 17:46 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAWS.
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No. 596/2014
Global Fashion Group S.A. launches an offering of approx. EUR 375 million Convertible Bonds due 2028
Luxembourg, 3 March 2021 - Global Fashion Group S.A. ("GFG" or the "Company", ISIN: LU2010095458, Frankfurt Stock Exchange: GFG), the leading online fashion and lifestyle destination in growth markets, launches an offering of senior, unsecured bonds convertible as per their terms and conditions (the "Convertible Bonds") in an aggregate principal amount of approximately EUR 375 million.
The management board of GFG, with the consent of the Company's supervisory board, resolved today to launch an offering of Convertible Bonds, which will be issued at 100% of their principal amount with a denomination of EUR 100,000 each and will be redeemed at their principal amount on 15 March 2028, unless previously converted, redeemed or repurchased and cancelled.
The Convertible Bonds will be offered with a coupon between 0.50% and 1.25% payable semi-annually in arrears, and a conversion premium of 40% to 45% above the reference price, being the clearing price in the Concurrent Offer of Existing Shares (as described below). The Convertible Bonds will be convertible into new/and or existing (at the discretion of the Company) no-par value common shares in dematerialized form of GFG (the "Shares").
The pricing of the offering of the Convertible Bonds will be determined based on an accelerated bookbuilding. The Convertible Bonds will be offered solely to institutional investors in certain jurisdictions outside the United States of America, Australia, South Africa and Japan via a private placement. In Canada, the offering will only be made in the provinces of Ontario, Québec, British Columbia or Alberta, to institutional investors who are both an accredited investor and a Canadian permitted client under applicable Canadian securities laws. The pre-emptive rights of existing shareholders of the Company to subscribe for the Convertible Bonds are excluded.
The Company will be entitled to redeem all, but not some only, of the Convertible Bonds outstanding at their principal amount plus accrued interest at any time (i) on or after the date fixed for redemption (which will be no earlier than 14 May 2025) if the stock exchange price per GFG share amounts to at least 130% of the then relevant conversion price over a certain period or (ii) if 15% or less of the aggregate principal amount of the Convertible Bonds remain outstanding. Holders of the Convertible Bonds will be entitled to require an early redemption of their Convertible Bonds at their principal amount plus accrued but unpaid interest on the fifth anniversary of the Convertible Bonds' issue.
The Company is entitled to make a cash payment in lieu of delivering Shares if and to the extent on the settlement date the Company is unable to deliver Shares upon conversion.
The Company is also entitled to fulfill its obligation to redeem the Convertible Bonds in cash by redeeming all of the Convertible Bonds by delivering Shares and, if applicable, paying an additional cash amount and accrued interest.
The final terms of the Bonds are expected to be announced by tomorrow morning before market opening through a separate press release. The Convertible Bonds are expected to be issued by the Company on or around 15 March 2021.
The Company intends to apply for the Convertible Bonds to be included to trading on the unregulated Open Market Segment (Freiverkehr) of the Frankfurt Stock Exchange.
Concurrent Offer of Existing Shares by Financial Institutions
The Global Coordinators have informed the Company that concurrently with the placement of the Convertible Bonds, they intend to conduct a simultaneous placement of existing shares of the Company (the "Concurrent Offer of Existing Shares") on behalf of buyers of the Convertible Bonds who wish to sell such shares in short sales to hedge the market risk of an investment in the Convertible Bonds at a clearing price to be determined by way of an accelerated bookbuilding process. The Company will not receive any proceeds from the Concurrent Offer of Existing Shares.
Use of Proceeds
The Company intends to use the net proceeds from the issue of the Convertible Bonds to support the Company's continued growth strategy, for general corporate purposes and to pursue strategic opportunities that may arise.
As part of the transactions, the Company has agreed to a lock-up period of 90 days, subject to customary exceptions.
Person making the notification:
Claire Higgins, Group Legal Counsel
Press / Communications
Christina Song, Strategy Director
Adam Kay, Investor Relations Director
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, South Africa or Japan or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Company or of any of its subsidiaries in the United States of America, Luxembourg, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" with-in the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Bonds are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the Unit ed Kingdom ("UK"). For the purposes of this provision the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be un lawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.
This announcement may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
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