Curmi & Partners

GAP Group plc - €40 million 3.65% Secured Bonds 2022

Gap Group plc  - €40million 3.65% Secured Bonds 2022

Download the Prospectus here.

GAP Group plc ("the Issuer" or "GAP") will be issuing an amount of €40 million (“the Bond Issue”).

The Bond will be issued in two fungible tranches, but the combination of these 2 tranches shall not exceed the aggregate amount of €40million:

  • First Tranche Bonds: Shall be issued to a maximum of €40 million against the surrender and conversion of the €40m 4.25% Secured Bonds 2023 (“Original Bonds”).
  • Second Tranche Bonds: The Issuer would have to exercise Second Tranche Bond Option if the full total €40 million of the Original Bonds are not converted. In this case, a    Second Tranche of up to an additional €20million will be issued.

Amount:

€40 million

Issuer:

GAP Group  plc

Maturity:

5th April 2022

Coupon:

3.65%

Security:

Secured

Guarantors:

GAP Luqa Ltd and GAP Mellieha (I) Ltd

The Issuer is a holding company that promotes, including through subsidiaries, the acquisition and development of real estate properties. GAP is mainly dependent on the business prospects of its operating subsidiaries. Each project undertaken by the Group is typically undertaken through a special purpose vehicle established for that project. The Issuer, through the Guarantors, is currently involved in the construction and development of the two projects; the Mellieha Development and the Luqa Development. GAP has successful completed other development projects in Zebbug, Gharghur and Qawra.

Use of proceeds:

In the event that the Issuer exercises the Second Tranche Bond Option and, accordingly, issues a maximum amount of €20 million in nominal value of Second Tranche Bonds, the proceeds which, net of Bond Issue expenses are expected to amount to approximately €19.4 million, will be used by the Issuer for the following purposes, in the amounts and priority set out below:

i.        A maximum amount of €5.2 million shall be on-lent by the Issuer to GLL to be utilised by GLL to settle all amounts outstanding under the MeDirect Facility; and

ii.       A maximum amount of €14.2 million shall be on-lent by the Issuer to GLL for the development and completion of the Luqa Development.

The MeDirect facility has to be repaid first given that the Bank has a first ranking General Hypothec and a Special Hypothec on the Luqa Property which would need to be released. 

Application

As an incentive for existing Bondholders to convert to the new bond, a premium of 5% on the nominal value of the Original Bonds being surrendered. This 5% premium could be either given as cash or re-invested in the box. The Accrued interest up to 4th April will be given back to the existing bondholders.

  • First Preference: Existing Bondholders converting from the Original Bond to the New Bond
  • Second Preference: Existing Bondholders who wish to invest an additional amount in the New Bond
  • Third Preference: Subject to the Second Tranche Bonds being issued, the general public could then apply for the bonds

Three application forms will be provided:

  • Application Form A will be for existing Bondholders to accept or otherwise to invest part or all of their existing holding into the New Bond
  • Application Form B will be for existing Bondholders who wish to add to their existing holding
  • Application Form C will be made available for new investors

Expected Timetable:

Application forms mailed to Eligible Applicants 

6 March 2019

Closing of Offer Period 26 March 2019
Intermedieries' Offer 29 March 2019
Commencement of interest 5 April 2019
Expected date of announcement of basis of acceptance  5 April 2019
Refunds of unallocated monies  12 April 2019
Expected date for admission to listing 15 April 2019
Expected date of commencement of trading  16 April 2019



Disclaimer
The information above is solely provided for informational purposes and is not to be interpreted as investment advice, or to be used or considered as an offer or a solicitation to sell, or an offer or solicitation to buy or subscribe for any financial instruments, nor to constitute any advice or recommendation with respect to such financial instruments. The information contained in this note is based on public information, included that provided at stockbroker meetings. Investors are urged to read the Prospectus. The value of investments can fall as well as rise and past performance is no indication of future performance. Curmi and Partners Ltd. is a member of the Malta Stock Exchange, and is licensed by the MFSA to conduct investment services business