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.
15 January 2021
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 RESULTS
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 |
75853869 | 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.
On 17 December 2020, the Issuer gave a notice of meeting 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 in the consent solicitation memorandum dated 17 December 2020 (the Consent Solicitation Memorandum)), (ii) the HSBC Appointment (as defined in the Consent Solicitation Memorandum) 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 in the Consent Solicitation Memorandum), 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.
Capitalised terms used but not defined herein shall have the meanings set out in the Consent Solicitation Memorandum.
RESULT OF THE PROPOSAL
The Meeting to consider the Proposal was held earlier today, and the Issuer has today given notice to Noteholders that the Meeting was quorate and the Extraordinary Resolution was duly passed.
Pursuant to the terms of the Consent Solicitation Memorandum, the Issuer hereby announces that:
- (i) the Supplemental Trust Deed and (ii) the Supplemental Agency Agreement (together, the Amendment Documents) relating to the Notes will be executed on 15 January 2021 (the Effective Date) and the amendments with respect to the Notes described in the Consent Solicitation Memorandum will be effective from the Effective Date; and
- the Payment Date for the Early Consent Fee is expected to be no later than 22 January 2021 which is the fifth Business Day following the Effective Date.
Notice in relation to the results of the Meeting has been given to Noteholders in accordance with the relevant Trust Deed on the date of this announcement.
75853869 | Page 2 |
Requests for further information in relation to the Consent Solicitation and the Proposal should be directed to:
THE SOLICITATION AGENT
HSBC Bank plc 8 Canada Square London E14 5HQ
Telephone: +44 (0) 20 7992 6237
Attention: Liability Management
Email: LM_EMEA@hsbc.com
Requests for further information in relation to submitted Consent Instructions (other than in respect of the Series 4 Notes) and for documentation, including copies of the Consent Solicitation Memorandum, should be directed to:
THE INFORMATION AND TABULATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: Thomas Choquet
Email: cpi@lucid-is.com
Consent Website: www.lucid-is.com/cpi
Requests for further information in relation to submitted Consent Instructions (in respect of the Series 4 Notes only) should be directed to:
THE SWISS INFORMATION AND TABULATION AGENT (in respect of the Series 4 Notes only)
Credit Suisse AG
Paradeplatz 8
CH-8001
Zurich
Switzerland
Telephone: +41 44 333 49 73
Attention: VUCC 22
Email: newissues.fixedincome@credit-suisse.com
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the consent solicitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (if in the United Kingdom) or other appropriately authorised financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the consent solicitation.
75853869 | Page 3 |
The distribution of this announcement and/or the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law and persons into whose possession this announcement and/or the Consent Solicitation Memorandum come(s) are required by the Issuer, the Original Trustee, the Successor Trustee, the Solicitation Agent, the Information and Tabulation Agent, the Swiss Information and Tabulation Agent, the Principal Swiss Paying Agent, the Original Principal Paying Agent, the Successor Principal Paying Agent, the Original Registrar and the Successor Registrar to inform themselves about, and to observe, any such restrictions.
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CPI Property Group SA published this content on 14 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 January 2021 18:23:03 UTC
