The Management Board of CA Immobilien Anlagen AG ("CA Immo"), with the approval of the Supervisory Board, resolved today to issue senior, unsecured convertible bonds. The shareholders’ pre-emptive rights are excluded.
The offering size will be €200m. CA Immo intends to use the net proceeds of the issue of the Bonds for the optimisation of the financing structure and other general corporate purposes. The expected net proceeds are partly earmarked for the early repayment of project-financed bank loans in CEE, irrespective of them being due for repayment or not, or rather for the substitution of planned bank financings. The repayment may also involve existing financing agreements between the Joint Bookrunners and the company. Remaining net proceeds will be used for other general corporate purposes.
The Bonds will have a maturity of 7.5 years. The semi-annual coupon is expected to be set between 0.50% - 1.00% p.a. The Bonds will be issued at 100% of their nominal value of €100,000 per Bond and will be redeemed, if not previously converted, at 100% of the nominal value. Upon conversion, the Company will have the option to deliver shares, cash or a combination thereof. The Company will have the right to elect to settle redemption of the Bonds on the maturity date entirely in cash, shares or with a combination of cash and shares. The Bonds are callable by CA Immo at any time after 25 October 2022 if the share price of CA Immo shares (over certain periods) is equal to or exceeds 150% of the then applicable conversion price or, if 20% or less of the aggregate principal amount of the Bonds remain outstanding.
The conversion price is expected to be set at a conversion premium between 25.0% and 30.0% above the volume-weighted average price (VWAP) of the CA Immo shares on the Vienna Stock Exchange on the launch date.
The Bonds will be offered and sold in an accelerated bookbuilding only to institutional investors outside of the United States, Canada, Australia, and Japan. No public offering of the Bonds will be made. Pricing of the Bonds is expected to take place today and settlement is expected to take place on or around 4 October 2017. The Company intends to submit an application to admit the Bonds to trading on the Third Market of the Vienna Stock Exchange no later than 30 days after the Closing Date.
J.P. Morgan and UniCredit Bank AG are acting as Joint Bookrunners in relation to the transaction.