Wereldhave N.V. ('Wereldhave') announces that the offering (the 'Offering') of senior unsecured convertible bonds due 2014 (the 'Bonds') was successfully priced today at the best end of the indicative terms for Wereldhave.
The Bonds will be issued at 100 per cent. of their principal amount and will have a coupon of 4.375 per cent. per annum payable semi-annually in arrear. The conversion price is EUR 72.184, a premium of approximately 15 per cent. above the volume-weighted average price of the ordinary shares of Wereldhave (the 'Shares') on Euronext Amsterdam during the course of today up to the time of pricing. The maturity of the Bonds is 5 years.
Barclays Capital and UBS Investment Bank have also notified Wereldhave that they intend to exercise today the EUR 30 million increase option granted to them by Wereldhave. Consequently the issue size has been increased to EUR 230 million. The Shares to be issued upon conversion of the Bonds will represent approximately 15% of Wereldhave's currently issued share capital.
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, August 13 2009
For further information, please contact:
Charles F. Bloema
Tel. + 31 70 346 93 25
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