Global Fashion Group S.A.: successfully places EUR 375 million Convertible Bonds due 2028

03/04/2021
DGAP-News: Global Fashion Group S.A.: successfully places EUR 375 million Convertible Bonds due 2028

DGAP-News: Global Fashion Group S.A. / Key word(s): Financing
04.03.2021 / 08:00
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.

Global Fashion Group S.A successfully places EUR 375 million Convertible Bonds due 2028

Luxembourg, 4 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, successfully placed senior, unsecured bonds convertible as per their terms and conditions (the "Convertible Bonds") in an aggregate principal amount of EUR 375 million, divided into 3,750 bonds in a nominal amount of EUR 100,000 each.

The Convertible Bonds will be issued at 100% of their principal amount with a coupon of 1.25% payable semi-annually in arrears. The initial conversion price amounts to EUR 17.9550, representing a conversion premium of 42.5% above the reference price of EUR 12.60, i.e. the clearing price of the Concurrent Offer of Existing Shares (as described below).

Christoph Barchewitz and Patrick Schmidt, Co-CEOs of GFG, said: "This additional capital supports our ambition of becoming a EUR 10 billion Net Merchandise Value ("NMV") business in the next 7-9 years. Alongside investment in core growth areas, we also intend to accelerate the execution of our strategy, in particular the expansion of our Marketplace and Platform Service capabilities. With this transaction, we have even greater capacity to accelerate fashion e-commerce adoption in our markets and to fuel the next chapter of our growth."

Unless previously converted, redeemed or repurchased and cancelled, the Convertible Bonds will be redeemed at their principal amount on 15 March 2028. Investors also have the right to convert the Convertible Bonds into new and/or existing (at the discretion of the Company) no-par value common shares in dematerialised form of GFG.

Concurrent Offer of Existing Shares by Financial Institutions

The Global Coordinators have concurrently placed approximately 4.2 million existing common shares of GFG (the "Concurrent Offer of Existing Shares") on behalf of buyers of the Convertible Bonds who wished to sell such shares in short sales to hedge the market risk of their investment in the Convertible Bonds at a clearing price of EUR 12.60. The Company will not receive any proceeds from the Concurrent Offer of Existing Shares.

Use of Proceeds

The Company receives gross proceeds of EUR 375 million from the issue of the Convertible Bonds which are intended to be used 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.

--Ends--

Media contact:
Press / Communications
Christina Song, Strategy Director
[email protected]

Investor Relations
Adam Kay, Investor Relations Director
[email protected]

IMPORTANT NOTICE
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, 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" within 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 United 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 unlawful. 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.



04.03.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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