WERELDHAVE N.V. LAUNCHES AN ISSUE OF EURO 200 MILLION OF 5-YEAR SENIOR UNSECURED CONVERTIBLE BONDS
Wereldhave N.V. ('Wereldhave') announced today that it has launched an offering (the 'Offering') of EUR 200 million senior unsecured convertible bonds due 2014 (the 'Bonds'). Wereldhave has also granted Barclays Capital and UBS Investment Bank an increase option of up to EUR 30 million, exercisable at any time prior to the closing date of the Bonds. The shares to be issued upon conversion of the Bonds (the 'Shares') will represent approximately 13% of Wereldhave's currently issued share capital (prior to exercise of the increase option).
The maturity of the Bonds is 5 years. The Bonds will be issued at 100 per cent. of their principal amount and are expected to have a coupon of between 4.375 per cent. and 4.875 per cent. per annum payable semi-annually in arrear. The conversion price is expected to be set at a premium of between 10 per cent and 15 per cent above the volume-weighted average price of the Shares on Euronext Amsterdam during the course of today up to the time of pricing. The final terms of the Bonds are expected to be announced later today through a separate press release.
The net proceeds of the Offering will be used by Wereldhave for general corporate purposes.
The Bonds will be offered to institutional investors only. Neither the Bonds nor the Shares have been or will be registered under the U.S. Securities Act 1933, as amended (the 'Securities Act') and will be offered and sold only outside the United States in compliance with Regulation S under the Securities Act. Neither the Bonds nor the Shares will be offered to investors in the United States, Australia, Canada, Italy or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law.
Payment for and delivery of the Bonds is expected to be on or about 16 September 2009. On or before such time an offering circular will be made available by Wereldhave. Barclays Capital will act as settlement agent in respect of the Offering.
Application will be made for the admission of the Bonds to the official list of the Luxembourg Stock Exchange and application will be made for the admission of the Bonds to trading on the Luxembourg Stock Exchange's EuroMTF Market.
Barclays Capital and UBS Investment Bank are acting as Joint Bookrunners of the Offering.
In connection with the issue of the Bonds, UBS Limited (the 'Stabilising Manager') (or persons acting on behalf of the Stabilising Manager) may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than 30 days after the issue date of the Bonds.
Wereldhave is a leading independent property company with an internationally diversified real estate portfolio in Europe and the United States.
Wereldhave invests in office buildings, shopping centers, industrial property and apartments in Belgium, Finland, France, the Netherlands, Spain, the United Kingdom and the United States. Wereldhave has at its disposal an integrated organisation for the development, investment and management of its properties with local offices in each of these countries. Wereldhave's headquarters are in The Hague, with regional offices in the countries in which Wereldhave operates. Wereldhave's shares are listed and admitted to trading on Euronext Amsterdam by NYSE Euronext and Euronext Paris by NYSE Euronext.
The Hague, 13 August 2009 Wereldhave N.V.
For further information, please contact:
Charles F. Bloema
Tel. + 31 70 346 93 25
Disclaimer see text on website Wereldhave