New Bond Issue and Exchange Offer
- New bond of up to EUR 50 million with a maturity of six years and an annual coupon of 2.750% (possibility of increase to up to EUR 120 million)
- Exchange Offer to Holders of UBM Bond 2015-2020 (ISIN: DE000A18UQM6)
UBM Development AG (the “Issuer”) today decided to issue a new corporate bond with a maturity of six years, an interest rate of 2.750% p.a. and a denomination of EUR 500. The issue volume of the UBM Bond 2019-2025 (the “UBM Bond 2019”) is to be up to EUR 50 million, with the possibility of an increase to up to EUR 120 million, and will depend in particular on the acceptance rate of the exchange offer. Interested investors will be able to subscribe for the bonds in the period from 4 November to 8 November 2019, subject to early closing. The re-offer price will range between 99% and 100% of the nominal amount of the bonds and will be determined by the Issuer in consultation with the Joint Lead Managers taking into account the then prevailing market conditions after the end of the exchange offer and published prior to the commencement of the cash subscription offer.
Under the exchange offer, the holders of the 4.250% UBM Bond 2015-2020 (ISIN: DE000A18UQM6) issued in 2015 (the “UBM Bond 2015”) with a denomination per unit of EUR 1,000 will be invited to submit offers for the exchange for the new UBM Bond 2019 to be issued by the Issuer. The exchange period is expected to begin on 15 October 2019 and to end on or about 31 October 2019. Upon acceptance of the exchange offer by the Issuer, holders of bonds of the UBM Bond 2015 shall receive two new bonds of the UBM Bond 2019 for one existing bond of the UBM Bond 2015 (exchange ratio 1:2) as well as an additional cash settlement amount of EUR 58.23 per exchanged partial bond of the UBM Bond 2015. The cash settlement amount shall be calculated on the basis of the proportionate accrued interest and an additional amount. The accrued interest will amount to EUR 18.23 (per partial bond of the UBM Bond 2015). The additional amount was set at EUR 40.00 (per partial bond of the UBM Bond 2015).
After completion of the exchange offer, the remaining amount of the UBM Bond 2019 is to be offered for subscription in Austria, Germany and Luxembourg by way of a public offer subject to a prospectus requirement and in other countries by way of a private placement (cash subscription offer).
The listing of the UBM Bond 2019 on the Official Market (Corporates Prime) of the Vienna Stock Exchange is intended.
The transaction is subject to the approval of a prospectus by the Austrian Financial Market Authority.
This document does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities. In particular, the information contained herein is not intended for direct or indirect publication in or into the United States of America, Australia, Canada or Japan. In particular, this document (and the information contained herein) does not constitute or imply any offer of securities for sale or any solicitation of an offer to purchase any securities in the United States, Australia, Canada or Japan or the United Kingdom of Great Britain and Northern Ireland or in any other country in which such offer or solicitation is prohibited. A public offering of Bonds of the UBM Bond 2019 subject to a prospectus will be made exclusively in Austria, Germany and Luxembourg (the “Offer”) to investors resident there on the basis of a securities prospectus prepared in accordance with Regulation (EU) 2017/1129 (Prospectus Regulation) which is expected to be approved by the Austrian Financial Market Authority on or about 14 October 2019, published as planned and notified to the Federal Financial Supervisory Authority in the Federal Republic of Germany and to the Commission de Surveillance du Secteur Financier in the Grand Duchy of Luxembourg as well as any supplements thereto (together the “Prospectus”). The prospective approval of the Prospectus is not to be understood as an endorsement of the bonds of the UBM Bond 2019 offered. Once approved, the Prospectus will be published in electronic form on the Issuer’s website at www.ubm-development.com, sub-menu “investor relations”, sub-item “bonds” and will be available at https://www.ubm-development.com/investor-relations/anleihen/2750-ubm-bond-2019-2025/ and free of charge at the registered office of the Issuer, Laaer-Berg-Straße 43, 1100 Vienna. In connection with the offer of the bonds of the UBM Bond 2019, only the information in the Prospectus is binding, the information in this publication is non-binding. Investors should therefore familiarize themselves with the contents of the Prospectus before making their investment decision, in particular with the information on risks, taxes and conflicts of interest, and seek detailed personal advice taking into account their personal asset and investment situation. Investors are therefore advised to read the Prospectus before making any investment decision in order to fully understand the potential risks and rewards of the decision to invest in the 2019 UBM Bonds. An investment in securities is subject to risks. Investors bear the credit risk of the Issuer. In the event of insolvency and/or liquidation of the Issuer, amounts payable on interest and/or principal may be lower; total loss of the capital invested is also possible in these cases.