Swiss Prime Site plans to issue a convertible loan in the amount of CHF 250 million maturing in 2030
Swiss Prime Side, which has an issuer rating of "A3" from Moody's, plans to issue an unsubordinated, unsecured convertible loan in the amount of CHF 250 million due in 2030 (the "SPS Convertible Loan") to finance real estate projects and refinance current debt. The Bonds are convertible into newly issued or existing registered shares (the "Shares") of Swiss Prime Site (or comparable compensation in cash, or an equivalent combination in cash and shares, at the option of Swiss Prime Site) and serve as collateral for an exchangeable bond to be issued simultaneously by a financing company to investors.
Swiss Prime Site AG (“Swiss Prime Site”), rated by Moody’s as an “A3” issuer, plans to issue an unsubordinated, unsecured convertible loan in the amount of CHF 250 million due in 2030 (the “SPS Convertible Loan”) to finance real estate projects and refinance current debt. The Bonds are convertible into newly issued or existing registered shares (the “Shares”) of Swiss Prime Site (or equivalent compensation in cash, or equivalent combination in cash and shares, at the option of Swiss Prime Site) and serve as collateral for an exchangeable bond to be issued simultaneously by a financing company to investors.
Swiss Prime Site plans to issue the SPS Convertible Loan to be issued to ELM B.V. (“ELM”) and held by ELM, or an agent of ELM on its behalf. ELM is a finance company (a so-called “repackaging vehicle”) held through a trust and domiciled in the Netherlands. ELM, in turn, intends to issue a 7-year exchangeable bond (the “ELM Exchangeable Bond”) secured by the SPS Convertible Loan. Holders of the ELM Exchangeable Bonds will have the right to exchange the ELM Exchangeable Bonds for Swiss Prime Site Shares (or equivalent cash compensation, or equivalent combination of cash and shares, at the option of Swiss Prime Site) based on the relevant terms of the SPS Convertible Loan. All payments as well as the delivery of the Shares to the holders of the ELM Exchangeable Bonds will be made provided that ELM, as holder of the SPS Convertible Loan, receives the payment or delivery of the Shares under the SPS Convertible Loan.
The SPS Convertible Loan is a non-subordinated, unsecured convertible loan from Swiss Prime Site and is expected to bear interest at a fixed rate of between 1.125% and 1.625% per annum, payable annually in arrears. The SPS convertible loan will be repaid at its nominal value on or about 31 May 2030. Under certain circumstances, Swiss Prime Site may repay the convertible loan early in cash. Holders of the SPS Convertible Loan are entitled to demand repayment of the SPS Convertible Loan after 4 years (and in certain other circumstances customary in the market) at its nominal value plus accrued interest.
Under its terms, the SPS Convertible Loan is convertible by the holders thereof into Swiss Prime Site Shares at an initial Conversion Price which is expected to be fixed at a premium between 10% and 15% above the volume weighted average price of the Shares on the SIX Swiss Exchange AG between the Commencement Date and the pricing of the Offer on 23 May 2023. The conversion price may be adjusted under certain circumstances. Swiss Prime Site has the right to settle the conversion right in shares or cash (or an equivalent combination thereof).
The net proceeds received from the issuance of the SPS Convertible Loan will be used for projects under Swiss Prime Site’s Green Finance Framework. The ELM Exchangeable Bond is not itself classified as a Green Bond.
As part of the issuance of the SPS Convertible Loan, Swiss Prime Site has committed to a lock-up period of 90 days after the issue date with respect to the issuance of shares (or equity-like financing instruments), subject to customary exceptions. The pricing of the ELM Exchangeable Bonds (and the SPS Convertible Loan) will take place today in an accelerated bookbuilding process. The final terms of the ELM Exchangeable Bonds and the SPS Convertible Loan are expected to be announced today. The payout is expected on or around 31 May 2023.
The offering of the ELM Exchangeable Bonds will be made as a private placement to professional investors in and outside Switzerland. Advance subscription rights of Swiss Prime Site shareholders will be excluded. It is planned to apply for admission of the ELM Exchangeable Bonds to trading on the Regulated Unofficial Market of the Frankfurt Stock Exchange. Neither the ELM Exchangeable Bonds nor the SPS Convertible Loan will have a rating. This press release is only a summary of the terms of the ELM Exchangeable Bonds and the SPS Convertible Loan. Please refer to the full terms and conditions of the ELM Exchangeable Bonds and the SPS Convertible Loan.