NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”)) OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
INDIANAPOLIS, Nov. 7, 2023 /PRNewswire/ — Simon Property Group L.P. (“Simon” or the “Guarantor”) announces today that its wholly-owned subsidiary Simon Global Development B.V. (the “Issuer”) has launched an offering (the “Offering”) of senior unsecured exchangeable bonds in the aggregate principal amount of EUR 750 million (the “Bonds”), fully and unconditionally guaranteed (the “Guarantee”) by the Guarantor, exchangeable initially into existing ordinary shares (the “Shares”) of Klépierre SA (Euronext Paris: LI) a public limited liability company (société anonyme) incorporated in France (the “Company”). As of today’s date, Simon holds, through the Issuer, 22.4% of the issued and outstanding shares of the Company.
The net proceeds from the Offering are expected to be used for general corporate purposes, including the repayment of existing facilities (which, without limitation, includes the repayment of debt previously provided by the Bookrunners).
Brian J. McDade, Chief Financial Officer, commented: “We have decided to issue a €750 million exchangeable bond as an efficient and cost-effective funding source while also allowing us to diversify our investor base.”
The Bonds will have a maturity of three years and will be redeemed at their principal amount at maturity (unless previously redeemed, exchanged or purchase and cancellated). The Bonds will be issued at 100% of their principal amount (being €100,000 per Bond) and are expected to pay a fixed coupon rate between 2.75% and 3.50% per annum, payable semi-annually in arrear on 14 May and 14 November of each year, with the first coupon to be paid on 14 May 2024.
The initial exchange price of the Bonds used to calculate the exchange property underlying the Bonds will be set later today and is expected to be set at a premium of 20% to the reference share price, being the volume-weighted average price of the Shares on Euronext Paris between the opening and closing of trading today.
Upon delivery of an exchange notice by a bondholder, the Issuer may elect to pay a cash alternative amount instead of delivering some or all of the relevant exchange property per Bond.
The Offering will be made outside the United States to non-U.S. persons (as defined in Regulation S (“Regulation S”) under the U.S. Securities Act of 1933 (the “Securities Act”)).
The Bonds will be offered by way of an offer solely to qualified investors (as defined in point (e) of article 2 of the Prospectus Regulation (EU) 2017/1129 in the European Economic Area and as it forms part of United Kingdom domestic law) that are neither resident nor otherwise located in the United States of America, Australia, Canada, South Africa and Japan. Such offer is to be executed through an accelerated bookbuilding process.
The final terms of the Bonds are expected to be announced later today, following the completion of the bookbuilding process and settlement of the Bonds is expected to occur on or around 14 November 2023 (the “Issue Date”).
Application will be made for the Bonds to be admitted to trading on the Open Market segment (Freiverkehr) of the Frankfurt Stock Exchange or another internationally recognised, regularly operating, regulated or non-regulated stock exchange or securities market, no later than 90 days after the Issue Date.
The Issuer, the Guarantor and the Guarantor’s subsidiaries have agreed to a 90-day lock-up in respect of the Shares and relevant related securities after the Issue Date, subject to customary exceptions and waiver by the Joint Global Coordinators.
J.P. Morgan is acting as the Sole Structuring Bank, and J.P. Morgan and Barclays are acting as the “Joint Global Coordinators” in the Offering.
About Simon
Simon® is a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment and mixed-use destinations and an S&P 100 company (Simon Property Group, NYSE: SPG). Our properties across North America, Europe and Asia provide community gathering places for millions of people every day and generate billions in annual sales.
Disclaimer
This press release is neither an offer to sell nor the solicitation of an offer to buy the Bonds or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful.
No action has been taken by the Issuer, the Guarantor, the Joint Global Coordinators (together with any bookrunners appointed, the “Bookrunners”) or any of their respective affiliates that would permit an offering of the Bonds or possession or distribution of this announcement or any offering or publicity material relating to the Bonds in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement or other information referred to herein comes are required by the Issuer, the Guarantor and the Bookrunners to inform themselves about, and to observe, any such restrictions.
This announcement is not for distribution, directly or indirectly in or into the United States or to U.S. persons (as defined in Regulation S under the Securities Act). This announcement is not an offer to sell securities or the solicitation of any offer to buy securities, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful.
The Bonds and the Guarantee (collectively, the “Securities”) are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Securities in such jurisdiction. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction in which such offer or solicitation is unlawful.
The Securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons, absent registration under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States, Australia, Canada, Japan or South Africa. No action has been taken by the Issuer, the Guarantor, the Bookrunners or any of their respective affiliates to permit a public offering of the Securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitute or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction.
This announcement is an advertisement and does not comprise a prospectus for the purposes of the Prospectus Regulation (as defined below) and/or Part VI of the Financial Services and Markets Act 2000 of the United Kingdom or otherwise and has not been approved by the French Autorité des marchés financiers (AMF) or any other European securities supervisory authority. It is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgement. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell to, or a solicitation of an offer to buy any security nor is it a recommendation to buy or sell any security.
This announcement and the Offering when made are only addressed to, and directed in, member states of the European Economic Area (the “EEA”) (each, a “Member State”) and the United Kingdom, at persons who are “qualified investors” within the meaning of the Prospectus Regulation (“Qualified Investors”) or to and at other persons to whom the offering can otherwise be made pursuant to available exemptions under the Prospectus Regulation. For these purposes, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended and Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”).
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on Markets in Financial Instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures in the EEA; (d) Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA (“UK MiFIR”); and (e) the FCA Handbook Product Intervention and Product Governance Sourcebook (together, the “Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “Manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Securities have been subject to a product approval process, which has determined that: (i) the target market for the Securities is (a) in the EEA, eligible counterparties and professional clients only, each as defined in MiFID II and (b) in the United Kingdom, eligible counterparties (as defined in the FCA Handbook Conduct of Business Sourcebook) and professional clients (as defined in UK MiFIR); and (ii) all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities (a “distributor”) should take into consideration the Manufacturers’ target market assessment; however, a distributor subject to MiFID II or the Product Governance Requirements is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the Manufacturers’ target market assessment) and determining appropriate distribution channels.
The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Securities. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Securities.
The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom. For these purposes, a retail investor means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II and (b) in the United Kingdom, a person who is one (or more) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) no 2017/565 as it forms part of United Kingdom domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial and Services and Markets Act 2000 (the “FMSA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) no 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) or the PRIIPs Regulation as it forms part of United Kingdom domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation and/or the UK PRIIPs Regulation.
In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or who are high-net-worth entities and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This announcement is directed only at Relevant Persons and must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in a Member State of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (a) Relevant Persons in the United Kingdom and will be engaged in only with Relevant Persons in the United Kingdom and (b) Qualified Investors in Member States of the EEA. Any person in the United Kingdom who is not a Relevant Person should not act or rely on this announcement or any of its contents.
This announcement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.
Singapore SFA Product Classification: In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Securities are ‘prescribed capital markets products’ (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Any decision to purchase any of the Securities should only be made on the basis of an independent review by a prospective investor of the Issuer’s, the Guarantor’s and the Company’s publicly available information. None of the Bookrunners, their respective affiliates or any of their or their respective affiliates’ directors, officers, employees, advisers or agents accept any liability arising from the use of, or make any representation or warranty, express or implied, as to the accuracy or completeness of, this announcement, the Issuer’s and the Guarantor’s publicly available information, or any other information relating to either of them, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. The information contained in this announcement is subject to change in its entirety without notice up to the final settlement date.
Each prospective investor should proceed on the assumption that it must bear the economic risk of an investment in the Securities and the Shares underlying the Bonds. None of the Issuer, the Guarantor or the Bookrunners make any representation as to (i) the suitability of the Securities and the Shares underlying the Bonds for any particular investor, (ii) the appropriate accounting treatment and potential tax consequences of investing in the Securities and the Shares underlying the Bonds or (iii) the future performance of the Securities and the Shares underlying the Bonds either in absolute terms or relative to competing investments.
The Bookrunners are acting on behalf of the Issuer and the Guarantor and no one else in connection with the Offering and will not be responsible to any other person for providing the protections offered to clients of the Bookrunners or for providing advice in relation to the Offering.
The Bookrunners are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Bookrunners and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for the Guarantor, Simon Property Group, Inc. and their respective subsidiaries (together the “Guarantor’s Group” or the “Group”) from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for the Guarantor and the Guarantor’s Group in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses.
In connection with the Offering, the Bookrunners and any of their affiliates may take up a portion of the Securities as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Securities and other securities of the Issuer, the Guarantor, the Company or related investments in connection with the Offering or otherwise. Accordingly, references in this announcement to the Securities being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of the Bookrunners and any of their affiliates acting in such capacity. In addition, the Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of the Securities. In addition, certain of the Bookrunners or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of Bonds or the underlying Shares. None of the Bookrunners intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, each of the Bookrunners and their respective subsidiaries and affiliates may perform services for, or solicit business from, the Issuer, the Guarantor and/or the Company and may make markets in the securities of such persons and/or have a position or effect transactions in such securities.
The Bookrunners or their affiliates are, and/or may in the future be, lenders, and in some cases agents or managers for the lenders, under certain of the Group’s credit facilities and other credit or those of its affiliates. In particular, certain of the proceeds received by the Issuer from the offering are expected to be used to repay debt previously provided by the Bookrunners to the Group. In addition, the Bookrunners or their affiliates that have a lending relationship with the Group and may hold long or short positions in the Group or its competitors at any time and from time to time.
Each of the Issuer, the Guarantor, the Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
No assurance can be given that the Offering will be consummated or as to the ultimate terms of the Offering. This announcement contains certain forward-looking statements that reflect the current views and/or expectations of the Issuer, the Guarantor and their respective management with respect to its performance, business and future events. We use words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and other similar words or expressions to identify forward-looking statements, but they are not the only way we identify such statements. Such statements are subject to a number of risks, uncertainties and assumptions, many of which are beyond the control of the Issuer and the Guarantor. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in this release. Neither the Issuer nor the Guarantor is under any obligation and expressly disclaims any intention or obligation to update or revise any information (including any forward-looking statements), whether as a result of new information, future events or otherwise or to inform any person of any matters of which the Issuer and/or the Guarantor become(s) aware after the date of this announcement which may affect any matter referred to in this announcement.
Copies of this announcement are not being, and must not be, mailed, or otherwise forwarded, distributed or sent in, into or from the United States or any other jurisdiction in which such mailing would be illegal, or to publications with a general circulation in those jurisdictions, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from the United States or any other jurisdiction in which such mailing would be illegal or to publications with a general circulation in those jurisdictions.
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