Launch of a CHF 120 million mandatory convertible bonds issue announced
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, ITALY, CANADA, SOUTH AFRICA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.
=> Launch of a CHF 120 million mandatory convertible bond with the option to increase the nominal amount to CHF 150 million to finance the recent acquisition of the Eagle portfolio and the Company’s further growth
=> The Bonds will carry a coupon of 2.50% per annum and will be converted into newly issued registered shares on 23 December 2021 at an initial conversion price of CHF 55.00
=> The Company has received irrevocable commitments and indications of interest to subscribe for the Bonds from major shareholders Ares Management Corporation, ZBG Capital and new investors Alpen Partners and Crossinvest for an aggregate amount of CHF 120 million
=> The offer period will start immediately and is expected to end on 18 June 2021, 12:00 CET
Peach Property Group AG (Symbol: PEAN, ISIN CH0118530366), an investor specialising in holding investment properties in Germany with a focus on residential real estate, announces the launch of an offering (the “Offering”) of CHF 120 million unsecured, subordinated mandatory convertible bonds due December 2021 (the “Bonds”) with the option to increase the nominal amount to CHF 150 million.
Peach Property Group AG (the “Company”) intends to use the net proceeds of the Offering to finance the recent acquisition of 4,300 apartments in North Rhine-Westphalia and Bremen, Germany (as announced on 27 May 2021) (the “Eagle portfolio”), as well as for the Company’s further growth.
The Bonds will be issued by the Company at 100% of their nominal value and will be mandatorily converted into newly issued registered shares of the Company with a par value of CHF 1.00 per share (the “Shares”) on 23 December 2021 (the “Maturity Date”) at an initial conversion price of CHF 55.00. The Bonds may furthermore be early converted at any time from and including 19 July 2021 until 23 July 2021 and from and including 20 September 2021 until 24 September 2021 at the conversion price, pursuant to the terms and conditions of the Bonds. The Bonds will carry a coupon of 2.50% per annum from 23 June 2021, payable at the Maturity Date and will have a denomination of CHF 100,000 and integral multiples of CHF 1,000 in excess thereof. The Coupon of the Bonds is subject to Swiss Withholding Tax of currently 35%.
At the base deal size of CHF 120 million and at the initial conversion price, the Bonds will be convertible into 2,181,818 newly issued Shares, representing 17.2% of the current outstanding share capital of the Company. The shares to be delivered upon conversion shall be sourced from the conditional capital created at the Company’s general meeting of 27 May 2021.
The Company has received irrevocable commitments and indications of interest to subscribe for the Bonds from major shareholders Ares Management Corporation, ZBG Capital and new investors Alpen Partners and Crossinvest for an aggregate amount of CHF 120 million.
The offer period will start with immediate effect and is expected to end on 18 June 2021, 12:00 CET. The Company reserves the right to accelerate or extend the offer period.
Dr. Thomas Wolfensberger, CEO, Peach Property Group AG: “The proceeds from the mandatory convertible bond will allow us to further drive Peach Property Group’s dynamic growth via the acquisition of the Eagle portfolio. We are very happy that our anchor shareholders Ares, ZBG Capital and our new investors Alpen Partners and Crossinvest are supporting the issuance. Our continued aim is to reduce our LTV and improve our rating.”
The Offering consists of (i) a public offering in Switzerland to either “professional clients” pursuant to the Swiss Financial Services Act (“FinSA”) or otherwise and (ii) a private placement to qualified investors in certain other jurisdictions outside Switzerland, the United States of America, Canada, Australia, South Africa and Japan or any other jurisdictions in which an offering would be unlawful in reliance on Regulation S of the US Securities Act of 1933, as amended (the “Securities Act”) and in compliance with the laws and regulations applicable in every country where the offering takes place.
Application will be made for the Bonds to be admitted for listing and trading on the SIX Swiss Exchange, with provisional trading expected to start on or around 23 June 2021. Payment and settlement of the Bonds is expected to be on or around 23 June 2021 (the “Settlement”). The Shares are listed and traded according to the International Reporting Standard on the SIX Swiss Exchange.
In relation to the Offering, the Company has agreed to a lock-up period for new equity and equity-linked related issuances ending 90 calendar days after the Settlement, subject to customary exceptions.
No prospectus has been or will be published in connection with the Offering.
Media, investors and analysts
Dr. Thomas Wolfensberger, Chief Executive Officer and Thorsten Arsan, Chief Financial Officer
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About Peach Property Group AG
The Peach Property Group is a real estate investor with an investment focus in Germany. The group stands for many years of experience, competence and quality. Innovative solutions for state-of-the-art living needs, strong partnerships and a broad value chain round off the profile. The portfolio consists of high-yield portfolio properties, typically in B-cities in the catchment area of conurbations. In addition, the Group develops real estate for its own portfolio or for condominium marketing. In the latter area, the Group concentrates on A locations and properties with attractive architecture and upscale furnishings for an international clientele. Its activities span the entire value chain from evaluating locations through to acquisitions and also active asset management and property sales or lettings.
Peach Property Group AG has its registered office in Zurich and the Group is headquartered in Cologne. Peach Property Group AG is listed on SIX Swiss Exchange (PEAN, ISIN CH0118530366). Its Board of Directors consists of Reto Garzetti (President), Peter Bodmer, Dr. Christian De Prati, Kurt Hardt and Klaus Schmitz.
For more information, see http://peachproperty.com
This document constitutes neither an offer nor an advise to buy or invest in the mandatory convertible bond. This document also does not constitute a prospectus in the meaning of the FinSA.
This document does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the Securities Act, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this document may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Canada, Japan or the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swiss law. Actions taken in violation of this instruction may constitute a crime under applicable securities laws and regulations.
This document is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “EU Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorised any offer to the public of securities or rights in any member state of the European Economic Area (“EEA”) and no prospectus has been or will be prepared in connection with the Offering. In any EEA Member State, this document is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the EU Prospectus Regulation.
The Bonds are not intended to be offered, issued or otherwise made available to and should not be offered, issued 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 (as defined below); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (“IDD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the EU Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPS Regulation”) for offering or issuing the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or issuing the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
In the United Kingdom, this document and any other materials in relation to the Bonds is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” within the meaning of the United Kingdom version of the EU Prospectus Regulation which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018, as amended, who are: (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
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. For these purposes, a retail investor means a person who is one (or more) of: (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”); (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 IDD, 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 Regulation (EU) 2017/1129 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 Bonds or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
The Sole Global Coordinator is acting on behalf of the Company and no one else in connection with the Offering. It will not regard any other person as its client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Offering, the contents of this document or any transaction, arrangement or other matter referred to herein. None of the Sole Global Coordinator or any of its affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this document (or whether any information has been omitted from this document) or any other information relating to the Company or its affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith. Accordingly, the Sole Global Coordinator disclaims, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that it might otherwise be found to have in respect of this document and/or any such statement.
In connection with the Offering, of the Sole Global Coordinator and any of its affiliates acting as an investor for its own account may take up as a proprietary position any of the Company’s securities and in that capacity may retain, purchase or sell for their own account such securities or related investments in connection with the Offering or otherwise. In addition, the Sole Global Coordinator or its affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with the Sole Global Coordinator and any of its affiliates may from time to time acquire, hold or dispose of the Company’s securities. None of the Sole Global Coordinator or its affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
This document does not constitute a recommendation concerning any prospective investor’s option with respect to the Offering. Each prospective investor should conduct their own investigation, analysis and evaluation of the business and data described in this document and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
This document contains forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this document are free from errors and readers of this document should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this document.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that, subject to an offering of the Bonds in Switzerland that may include offerings to non-professional investors, such Bonds are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: an investment in the Bonds is compatible only with investors who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Bonds.
Each distributor is responsible for undertaking its own target market assessment in respect of the Bonds and determining appropriate distribution channels.