Swiss Prime Site intends to issue CHF 250 million convertible notes due 2030
Ad Hoc announcement pursuant to article 53 LR
Zug, 23 May 2023
Swiss Prime Site AG («Swiss Prime Site»), rated A3 by Moody’s, intends to issue CHF 250 million senior convertible notes due 2030 (the «SPS Convertible Loan Notes») to refinance its real estate portfolio and upcoming debt maturities. The SPS Convertible Loan Notes will be convertible into registered shares («shares») of Swiss Prime Site (or, at the option of Swiss Prime Site, cash or a combination of shares and cash) and will serve as security for exchangeable notes concurrently issued by a financing vehicle to investors.
Swiss Prime Site intends to issue the SPS Convertible Loan Notes to ELM B.V. («ELM»), or a nominee of ELM acting on its behalf. ELM is a foundation-owned and so called «repackaging vehicle» incorporated in the Netherlands. ELM in turn will issue its own 7-year exchangeable notes (the «ELM Exchangeable Notes») secured by the SPS Convertible Loan Notes. Holders of the ELM Exchangeable Notes («ELM Noteholders») will be entitled to exchange the ELM Exchangeable Notes for shares (or, at the option of Swiss Prime Site, cash or a combination of shares and cash) on the same basis as the equivalent provisions of the SPS Convertible Loan Notes. All payments on the ELM Exchangeable Notes, and delivery of shares to ELM Noteholders, will be made under the ELM Exchangeable Notes when, if and to the extent that ELM, as holder of the SPS Convertible Loan Notes, receives payment, or deliveries of shares, in respect of the SPS Convertible Loan Notes.
The SPS Convertible Loan Notes are senior and unsecured obligations of Swiss Prime Site and are expected to carry a fixed coupon of between 1.125% – 1.625% per annum, payable annually in arrear. The SPS Convertible Loan Notes will be redeemed on or around 31 May 2030 at their principal amount. In certain circumstances customary to such notes, the SPS Convertible Loan Notes may be redeemed early, in cash. Holders of the SPS Convertible Loan Notes have a put option at par plus accrued interest in year 4 and in certain other events also customary to such notes.
Subject to their Terms and Conditions, the SPS Convertible Loan Notes may be converted, at the option of the holders of the SPS Convertible Loan Notes, for shares at the conversion price that is expected to be set at a premium of between 10 – 15% to the reference share price, which is the initial volume weighted average price of the shares between launch and pricing on 23 May 2023. The conversion price is subject to adjustment in accordance with the Terms and Conditions. Swiss Prime Site may elect to satisfy any exercise of conversion rights in shares, cash or a combination of shares and cash.
The net proceeds from the issuance of the SPS Convertible Loan Notes will be used for real estate development projects that are defined in accordance with its Green Finance Framework. The ELM Exchangeable Notes are not classified as green instruments.
In connection with the issuance of the SPS Convertible Loan Notes, Swiss Prime Site has agreed to a lock-up, ending 90 days after the settlement date, in respect of shares (or related securities), subject to customary exceptions and regulatory requirements. Pricing of the ELM Exchangeable Notes (and the SPS Convertible Loan Notes) will be determined based on an accelerated bookbuilding process. The final terms of both notes are expected to be announced later today with a settlement on or around 31 May 2023.
The offering of the ELM Exchangeable Notes will be conducted as a private placement in and outside of Switzerland. The advance subscription rights of Swiss Prime Site’s shareholders have been excluded. It is intended that an application will be made for the ELM Exchangeable Notes to be listed on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. Neither the ELM Exchangeable Notes nor the SPS Convertible Loan Notes will be rated. This press release is merely a summary of certain key provisions of the notes and the loan. References above to the ELM Exchangeable Notes and the SPS Convertible Loan Notes are subject, in each case, to the full Terms and Conditions.