26th Jun 2013 07:00
NOT FOR DISTRIBUTION IN THE U.S., CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
26 June 2013
Hansteen Holdings PLC Convertible Bond Offering
Hansteen Holdings PLC(the "Company", "Hansteen") today announces the launch of an offering of €100 million of senior, unsecured Convertible Bonds due 2018 (the "Bonds").
The Company intends to use the net proceeds of the offering to allow flexibility when refinancing its existing debt and to provide funds for future growth. The offering contributes to the Company's existing strong financial position while also taking advantage of the current favourable market conditions to diversify its medium term sources of finance.
The Bonds will be issued by Hansteen (Jersey) Securities Limited, a wholly-owned subsidiary of the Company incorporated in Jersey (the "Issuer"), and will be guaranteed by the Company.
The Bonds, which will have a stated maturity date of 15 July 2018, will be issued at par and are expected to carry a coupon of between 3.25% and 4.00% per annum payable semi-annually in arrear. The Bonds will, subject to the satisfaction of certain conditions, be convertible into ordinary shares of the Company (the "Shares"). The initial conversion price is expected to be set at a premium of between 22.5% and 27.5% above the volume weighted average price of the Shares between launch and pricing, and will be subject to adjustments pursuant to the terms and conditions of the Bonds.
Under the terms of the Bonds, the Company will have the right to elect to settle any conversion entirely in Shares, cash or a combination of Shares and cash. The Company does not intend to issue more than 10% in aggregate of its issued ordinary share capital in order to settle conversion under the Bonds.
If not previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 15 July 2018. The final terms of the Bonds are expected to be announced today and settlement is expected to take place on or about 3 July 2013 (the "Settlement Date").
It is intended that application will be made for the Bonds to be listed on the Official List of the UK Listing Authority and admitted to trading on the Professional Securities Market of the London Stock Exchange, after the Settlement Date but prior to the first interest payment date in respect of the Bonds.
Jefferies International Limited and The Royal Bank of Scotland plc are acting as joint bookrunners (together the "Joint Bookrunners"). Peel Hunt LLP (together with the Joint Bookrunners, the "Managers") is acting as co-manager and corporate broker to the Company.EQL Capital has acted as financial adviser to the Company in connection with the issue of the Bonds.
For further information please contact:
Ian Watson / Morgan JonesHansteen Holdings PLCTel: 020 7408 7000 | Jeremy Carey / Amy WalkerTavistock CommunicationsTel: 020 7920 3150 |
About Hansteen Holdings PLC
Hansteen Holdings PLC (LSE: HSTN) is a European industrial REIT that invests in properties with high yields, low capital costs and opportunity for value improvement across the Netherlands, Germany, Belgium, France and the UK.
Founded by Morgan Jones and Ian Watson, the Company listed on AIM in November 2005 raising £125 million. In July 2009, it raised a further £200.8 million by way of a Placing and Open Offer and moved to the Official List, converting to a REIT shortly thereafter. In May 2011, the Company raised a further £150 million by way of a Placing and Open Offer.
At 31 December 2012, Hansteen had total property under management of some 282 assets with a value of £1 billion.
www.hansteen.co.uk
DISCLAIMER
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for or otherwise buy any securities to any person in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, South Africa, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, South Africa, Canada or Japan. There will be no public offer of the securities in the United States, Australia, Canada, Japan or South Africa.
This communication is directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and qualified investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
Each of the Managers are acting on behalf of the Company and no one else in connection with the Bonds and will not be responsible to any other person for providing the protections afforded to clients of such Manager or for providing advice in relation to the Bonds or any transaction, matter or arrangement referred to in this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bonds. The value of the Bonds can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bonds for the person concerned.
In connection with the offering of the Bonds, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Company or related investments in connection with the Bonds or the Company or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, 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 announcement or its contents or otherwise arising in connection therewith.
Stabilisation/FCA.
Related Shares:
HSTN.L