Sustainability-linked bond issue and exchange offer as well as possible later issue a sustainability-linked hybrid bond
- New intended Sustainability-linked bond of up to EUR 75 million with a maturity of five years and an annual coupon of 3.125% (possible increase to up to EUR 125 million)
- Planned Exchange Offer to Holders of UBM Bond 2017-2022 (ISIN: AT0000A1XBU6)
- Possible issue of a sustainability-linked hybrid bond in June 2021
UBM Development AG (the “Issuer” ) decided today to issue a new sustainability-linked bond ( “Sustainability-Linked Bond” or “UBM Bond 2021” ) with a maturity of five years, an interest rate of 3.125% p.a. and a denomination of EUR 500.00. Sustainability-linked bond means that in case both ESG Ratings defined in the terms and conditions are below the ESG Rating threshold set forth in the terms and conditions during the term of the Sustainability-Linked Bond at the determined observation dates ( “Adjustment Event” ), investors will receive an increased redemption amount at the end of the term. The redemption amount to be adapted will increase by 10 basis points on each observation date on which an Adjustment Event exists.
The issue volume of the UBM Bond 2021 is to be up to EUR 75 million, with the possibility of an increase to up to EUR 125 million, and will depend in particular on the acceptance rate of the exchange offer.
Subject to the approval of a prospectus by the Austrian Financial Market Authority ( “FMA” ) and its publication, interested investors will be able to subscribe for the Sustainability-Linked Bond during the period which is expected to be from 11 May to 17 May 2021, subject to early closing.
The re-offer price for institutional investors will amount to 100% of the nominal amount. Retail investors may subscribe the UBM Bond 2021 at the Re-offer Price plus a selling fee of up to 1.5%-points charged by the respective financial intermediary placing the UBM Bond 2021.
Pursuant to the exchange offer, the holders of the 3.250% UBM Bond 2017-2022 (ISIN: AT0000A1XBU6 ) issued in 2017 with a denomination per unit of EUR 500.00 (the “UBM Bond 2017” ) will be invited to tender their UBM Bonds 2017 in the exchange for the new UBM Bond 2021 to be issued by the Issuer. The exchange period is expected to begin on 27 April 2021 and to end on 7 May 2021. Holders of UBM Bonds 2017 whose tender is accepted by the Issuer shall receive one new bond of the UBM Bond 2021 for one existing bond of the UBM Bond 2017 (exchange ratio 1:1) as well as an additional cash settlement amount of EUR 18,01 per exchanged bond of the UBM Bond 2017. 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 9,88 (per bond of the UBM Bond 2017). The additional amount was set at EUR 8,13 (per bond of the UBM Bond 2017). Upon completion of the exchange offer, the UBM Bond 2021 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 offers which are exempt from the prospectus obligation (cash subscription offer). The UBM Bond 2021 is intended to be listed on the Official Market (Corporates Prime) of the Vienna Stock Exchange.
The transaction is subject to the approval and publication of a prospectus by the FMA.
As the UBM Bond 2021 can be redeemed with a redemption amount of more than 100% of the nominal amount due to the sustainability rating (ESG Rating), a corresponding key information document (KID) will be prepared in accordance with Regulation (EU) 1286/2014, which will be available on the Issuer’s website (subject to approval of the prospectus).
The Management Board of the Issuer resolved today to examine in detail the possibility of issuing a sustainability-linked hybrid bond. The Issuer is considering issuing a sustainability-linked hybrid bond (including the possibility of an exchange offer of the hybrid bond 2018, ISIN: XS1785474294) at the earliest in June 2021, subject to prevailing capital market conditions at the possible issue date. In contrast to the Sustainability-Linked Bond, the offer of a sustainability-linked hybrid bond would be aimed exclusively at institutional investors.
Disclaimer: This document does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities and is not to be interpreted in such way. In particular, the information contained herein is not intended for publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or the United Kingdom of Great Britain and Northern Ireland. 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 jurisdiction in which such offer or solicitation is prohibited. Offerings of bonds of the UBM Bond 2021 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), together with any supplements thereto, which is expected to be approved by the FMA on or about 27 April 2021, 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 (together the “Prospectus” ). The prospective approval of the Prospectus is not to be understood as an endorsement of the bonds of the UBM Bond 2021 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 free of charge at the registered office of the Issuer, Laaer-Berg-Straße 43, 1100 Vienna. In connection with the Offer , only the information in the Prospectus will be 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 their own professional 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 any decision to invest in the UBM Bond 2021. 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.