Global Fashion Group S.A.: Global Fashion Group S.A. resolves on invitation to all eligible holders to offer to sell for cash their convertible bonds due 2028 (ISIN DE000A3KMT51)04/26/2022
DGAP-Ad-hoc: Global Fashion Group S.A.: Global Fashion Group S.A. resolves on invitation to all eligible holders to offer to sell for cash their convertible bonds due 2028 (ISIN DE000A3KMT51)
Global Fashion Group S.A. / Key word(s): Miscellaneous
NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
Disclosure of an inside information acc. to Art. 17 Sec. 1 of the Regulation (EU) No. 596/2014 (Market Abuse Regulation - MAR)
Global Fashion Group S.A. resolves on invitation to all eligible holders to offer to sell for cash their convertible bonds due 2028 (ISIN DE000A3KMT51)
Luxembourg, 26 April 2022 - The management board of Global Fashion Group S.A. ("GFG" or the "Company", ISIN: LU2010095458, Frankfurt Stock Exchange: GFG) resolved today, with the approval of the supervisory board, to invite, from 10:00 a.m. (CEST) today, eligible holders of the convertible bonds due 2028 issued by GFG, ISIN DE000A3KMT51, included in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (the "Bonds") with an outstanding aggregate nominal amount of EUR 375 million to submit offers to sell for cash their Bonds in a modified Dutch auction procedure (the "Invitation"). The Company intends to repurchase up to around EUR 100 million in aggregate principal amount of the Bonds (the "Target Amount"). The Company reserves the right, in its sole and absolute discretion, to purchase less than or more than the Target Amount.
The purchase price per EUR 100,000 principal amount of the Bonds will be between EUR 76,000 and EUR 79,000. The final purchase price and the total number of the Bonds expected to be acquired will be determined on 27 April 2022 at 5:00 p.m. CEST. Settlement is expected to occur on or around 4 May 2022. The repurchase of the Bonds can be modified, suspended or resumed at any point in time. The Company does not intend to disclose each individual transaction. The Bonds repurchased may be cancelled or held and resold.
The Invitation is not being made, and will not be made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone, the internet and other forms of electronic communication) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Invitation cannot be accepted, and no Bonds can be offered for sale, by any such use, means, instrumentality or facility or from within the United States. The Invitation is not open to any persons located or resident in the United States, or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Invitation or any participation therein would be unlawful.
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Person making the notification:
This publication is not an extension of a tender offer in the United States for securities of GFG. A tender offer for the sale of Bonds is not being made within the United States or to, or for the account or benefit of, persons located or resident in the United States.
In the United Kingdom, this document is only being distributed to and 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 is directed only at Relevant Persons and must not be acted on or relied on 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.
|Company:||Global Fashion Group S.A.|
|Phone:||+352 691 20 56 54|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Dusseldorf, Tradegate Exchange; Luxembourg Stock Exchange|
|EQS News ID:||1334831|
|End of Announcement||DGAP News Service|