CPI PROPERTY GROUP FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
17 December 2020
CPI PROPERTY GROUP
(a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) under number B102254)
Legal Entity Identifier (LEI): 222100CO2ZOTEPGJO223
(the Issuer)
ANNOUNCEMENT OF CONSENT SOLICITATION
in respect of the Issuer's outstanding Notes listed below:
Description | ISIN/Common Code | Nominal Amount |
Outstanding | ||
EUR 825,000,000 2.125 per cent. Notes due 4 October 2024 | ISIN: XS1693959931; | EUR 368,327,000 |
(the Series 1 Notes)1 | Common Code: | |
169395993 | ||
EUR 550,000,000 4.375 per cent. Fixed Rate Resettable | ISIN: XS1819537132; | EUR 221,808,000 |
Undated Subordinated Notes (the Series 2 Notes)1 | Common Code: | |
181953713 | ||
EUR 610,000,000 1.45 per cent. Senior Notes due 14 April 2022 | ISIN: XS1894558102; | EUR 335,062,000 |
(the Series 3 Notes)1 | Common Code: | |
189455810 | ||
CHF 165,000,000 1.630 per cent. Senior Notes due 25 October | ISIN: CH0441186472; | CHF 150,700,000 |
2023 (the Series 4 Notes)2 | Common Code: | |
189827601 | ||
JPY 8,000,000,000 1.414 per cent. Senior Notes due 10 | ISIN: XS1917880012; | JPY 8,000,000,000 |
December 2021 (the Series 5 Notes)3 | Common Code: | |
191788001 | ||
JPY 3,000,000,000 1.995 per cent. Senior Notes due 8 | ISIN: XS1917855337; | JPY 3,000,000,000 |
December 2028 (the Series 6 Notes)3 | Common Code: | |
191785533 | ||
HKD 450,000,000 4.51 per cent. Senior Notes due 12 February | ISIN: XS1950499639; | HKD 450,000,000 |
2024 (the Series 7 Notes)1 | Common Code: | |
195049963 | ||
U.S.$ 450,000,000 4.750 per cent. Senior Notes due 8 March | ISIN: XS1955030280; | U.S.$ 376,893,000 |
2023 (the Series 8 Notes)1 | Common Code: | |
195503028 | ||
EUR 550,000,000 4.875 per cent. Fixed Rate Resettable | ISIN: XS1982704824; | EUR 550,000,000 |
Undated Subordinated Notes (the Series 9 Notes)1 | Common Code: | |
198270482 | ||
HKD 283,000,000 4.45 per cent. Notes due 6 June 2026 (the | ISIN: XS2008905155; | HKD 283,000,000 |
Series 10 Notes)1 | Common Code: | |
200890515 | ||
EUR 750,000,000 1.625 per cent. Senior Notes due 23 April | ISIN: XS2069407786; | EUR 750,000,000 |
2027 (the Series 11 Notes)1 | Common Code: | |
206940778 |
75123870 | Page 1 |
GBP 350,000,000 2.750 per cent. Senior Notes due 22 January | ISIN: XS2106589471; | GBP 350,000,000 |
2028 (the Series 12 Notes)1 | Common Code: | |
210658947 | ||
SGD 150,000,000 5.80 per cent. Fixed Rate Resettable Undated | ISIN: XS2106857746; | SGD 150,000,000 |
Subordinated Notes (the Series 13 Notes)1 | Common Code: | |
210685774 | ||
HKD 250,000,000 3.014 per cent. Notes due 13 February 2030 | ISIN: XS2117757182; | HKD 250,000,000 |
(the Series 14 Notes)1 | Common Code: | |
211775718 | ||
EUR 750,000,000 2.750 per cent. Senior Notes due 12 May | ISIN: XS2171875839; | EUR 750,000,000 |
2026 (the Series 15 Notes)1 | Common Code: | |
217187583 | ||
EUR 525,000,000 4.875 per cent. Fixed Rate Resettable | ISIN: XS2231191748; | EUR 525,000,000 |
Undated Subordinated Notes (the Series 16 Notes)1 | Common Code: | |
223119174 | ||
1 Listed on Euronext Dublin (Irish Stock Exchange plc) |
2 Listed on SIX Swiss Exchange Ltd.
3 Listed on Tokyo Stock Exchange
(each a Series and together the Notes), which were issued under the Issuer's Euro Medium Term Note
Programme.
The Issuer has today given a notice of meeting (the Notice) in respect of the Notes for the purpose of soliciting the consent of the holders of the Notes (the Noteholders) to (i) the Deutsche Bank Removal (as defined below), (ii) the HSBC Appointment (as defined below) and (iii) amendments to the terms and conditions of the relevant Series of Notes, the relevant Trust Deed and the relevant Agency Agreement in order to effect the Trustee/Agent Transition (as defined below), as proposed by the Issuer for approval by an extraordinary resolution of the holders of all Series of Notes (the Extraordinary Resolution) at a single, combined meeting of the Noteholders of all Series of Notes (the Meeting), and all as further described in the consent solicitation memorandum dated 17 December 2020 (the Consent Solicitation Memorandum).
As described in the Consent Solicitation Memorandum, the Issuer, or a nominee on its behalf, will pay to each Noteholder from whom a valid Consent Instruction in favour of the Extraordinary Resolution is received by the Information and Tabulation Agent or the Swiss Information and Tabulation Agent (in respect of the Series 4 Notes only) by 4 p.m. (London time) (5 p.m. (CET)) on 8 January 2021 (the Early Consent Deadline), an amount equal to 0.03 per cent. of the nominal amount of the relevant Notes that are the subject of such Consent Instruction (the Early Consent Fee), subject to conditions described further below and as more fully described in the Consent Solicitation Memorandum.
Capitalised terms used but not defined herein shall have the meanings set out in the Consent Solicitation Memorandum.
1. RATIONALE
In keeping with the Issuer's policy of reducing complexity and increasing efficiency, while also keeping to the Issuer's policy of engaging in treasury and back office activities only with banks who are lenders under the Issuer's EUR700 million revolving credit facility due 2026 (the RCF), the Issuer is seeking in accordance with the relevant Trust Deed and relevant Agency Agreement for each Series of Notes, to replace Deutsche Trustee Company Limited, Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A. (together described herein as Deutsche Bank) in their respective roles as Original Trustee, Original Principal Paying Agent, Original Agent Bank, Original Registrar and Original Transfer Agent (each as defined below), in each case as applicable in respect of each Series of Notes.
As a result, the Issuer, in accordance with the terms of the Trust Deeds, is seeking the approval of Noteholders in order to:
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- remove Deutsche Bank in its role as Original Trustee in respect of each Series of Notes (Deutsche Bank Trustee Removal); and
- approve and appoint HSBC Corporate Trustee Company (UK) Limited as Successor Trustee (as defined below) in respect of the Notes (HSBC Trustee Appointment).
While noting any further approval is not a requirement under the terms and conditions of any Series of Notes, the relevant Trust Deed or the relevant Agency Agreement in respect of any Series, the Issuer is also seeking from Noteholders approval of:
- the removal of Deutsche Bank from its roles as Original Principal Paying Agent, Original Agent Bank, Original Registrar and Original Transfer Agent, in each case as applicable in respect of each Series of Notes (together with the Deutsche Bank Trustee Removal, the Deutsche Bank Removal); and
- the appointment of HSBC Bank plc as Successor Principal Paying Agent, Successor Registrar, Successor Agent Bank and Successor Transfer Agent (each as defined below), in each case as applicable in respect of each Series of Notes (together with the HSBC Trustee Appointment, the HSBC Appointment and, together with the Deutsche Bank Removal, the Trustee/Agent Transition).
For the avoidance of doubt, in relation to the Series 4 Notes only, Credit Suisse AG acts as Principal Swiss Paying Agent (as defined in the Final Terms dated 24 October 2018 relating to the Series 4 Notes) and shall remain in this role. The Trustee/Agent Transition will only apply to the Series 4 Notes in so far as it relates to the role of trustee under the Series 4 Notes.
HSBC Corporate Trustee Company (UK) Limited and HSBC Bank plc (HSBC) will also replace Deutsche Bank in its respective roles as trustee, principal paying agent, agent bank, registrar and transfer agent on its Euro Medium Term Note Programme with the effect that HSBC will undertake these roles on any new issuances of notes under the Euro Medium Term Note Programme.
2. PROPOSAL
The Issuer, under the Proposal, is requesting that the Noteholders of all Series of Notes consider and, if thought fit, approve the Extraordinary Resolution. If approved by the Noteholders, the Extraordinary Resolution will be binding on all Noteholders of all Series of Notes, including those Noteholders who do not vote in favour of the Extraordinary Resolution or who do not vote in connection with the Extraordinary Resolution.
The purpose of the Consent Solicitation is to:
- approve the removal of Deutsche Trustee Company Limited as original trustee (the Original Trustee) under the relevant Trust Deed and the relevant Agency Agreement for each Series of Notes;
- approve the appointment of HSBC Corporate Trustee Company (UK) Limited as successor trustee (Successor Trustee) under the relevant Trust Deed and the relevant Agency Agreement for each Series of Notes in place of the Original Trustee; and
- make certain amendments to each Series of Notes, the Trust Deeds and the Agency Agreements to reflect:
- the removal of the Original Trustee under the relevant Trust Deed and the relevant Agency Agreement for each Series of Notes and the removal of Deutsche Bank AG, London Branch as original principal paying agent (Original Principal Paying Agent) and original agent bank (Original Agent Bank) and Deutsche Bank Luxembourg S.A. as original registrar (Original Registrar) and original transfer agent (Original
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Transfer Agent) under the relevant Agency Agreement for each Series of Notes in each case in accordance with the terms of the relevant Trust Deed and/or the relevant Agency Agreement (as applicable) and as applicable to the relevant Series of Notes (the Proposed Removal Amendments); and
- the appointment of the Successor Trustee under the relevant Trust Deed and the relevant Agency Agreement for each Series of Notes and HSBC Bank plc as successor principal paying agent (Successor Principal Paying Agent), successor registrar (Successor Registrar), successor agent bank (Successor Agent Bank) and successor transfer agent (Successor Transfer Agent) under the relevant Agency Agreement for each Series of Notes, in each case in accordance with the terms of the relevant Trust Deed and/or the relevant Agency Agreement (as applicable) and as applicable to the relevant Series of Notes (the Proposed Appointment Amendments, and together with the Proposed Removal Amendments, the Proposed Amendments).
The Extraordinary Resolution, if passed, constitutes (amongst other things) (i) the approval by Noteholders of the Deutsche Bank Removal, (ii) the approval by Noteholders of the HSBC Appointment and (iii) a direction by the Noteholders of the Notes to the Original Trustee to consent to and to concur in the Proposed Amendments in order to implement the Trustee/Agent Transition, by way of entry into the Amendment Documents (together, the Proposal).
3. DETAILS OF THE CONSENT SOLICITATION
The Consent Solicitation (as defined in the Consent Solicitation Memorandum) commences on the date of the Consent Solicitation Memorandum and expires at 10 a.m. (London Time) (11 a.m. CET) on 13 January 2021 (the Expiration Deadline).
The deadline for receipt by the Information and Tabulation Agent or the Swiss Information and Tabulation Agent (in respect of the Series 4 Notes only) of valid Consent Instructions in favour of the Extraordinary Resolution for Noteholders to be eligible for the Early Consent Fee is the Early Consent Deadline.
Noteholders may continue to submit Consent Instructions in favour of the Extraordinary Resolution up to the Expiration Deadline but any Noteholder from whom a valid Consent Instruction in favour of the Extraordinary Resolution is received after the Early Consent Deadline will not be eligible to receive the Early Consent Fee.
The deadline for receipt by the Information and Tabulation Agent or the Swiss Information and Tabulation Agent (in respect of the Series 4 Notes only) of valid Consent Instructions from Noteholders wishing to vote in respect of the Extraordinary Resolution is the Expiration Deadline.
Noteholders are advised to check with any Clearing System, bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Consent Solicitation by the deadlines specified above. The deadlines set by any such intermediary and each relevant Clearing System for the submission and (where permitted) revocation of Consent Instructions may be earlier than the relevant deadlines specified above.
As described in the Consent Solicitation Memorandum, the Issuer, or a nominee on its behalf, will pay to each Noteholder from whom a valid Consent Instruction in favour of the Extraordinary Resolution is received by the Information and Tabulation Agent or the Swiss Information and Tabulation Agent (in respect of the Series 4 Notes only) by the Early Consent Deadline, the Early Consent Fee, subject to
- such Consent Instruction not being validly revoked (in the limited circumstances in which such revocation is permitted), (ii) the Extraordinary Resolution being duly passed and the Amendment Documents being executed and delivered by the parties thereto and (iii) the Issuer not having previously
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CPI Property Group SA published this content on 16 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 December 2020 16:46:00 UTC
