EQS-News: Corestate Capital Holding S.A.: Invitation to acquire New Super Senior Notes and New Shares by professional investors and qualified investors by submitting an offer until 30 June 2023
EQS-News: Corestate Capital Holding S.A.
/ Key word(s): Bond/Corporate Action
NOT FOR DIRECT OR INDIRECT DISTRIBUTION OR PUBLICATION IN OR INTO THE UNITED STATES OF AMERICA OR OTHER JURISDICTIONS WHERE SUCH DISTRIBUTION OR PUBLICATION COULD BE UNLAWFUL.
Invitation to acquire New Super Senior Notes and New Shares by professional investors and qualified investors by submitting an offer until 30 June 2023 Luxembourg, 16 June 2023 – As announced in the invitations to the creditors' meetings (the "Creditors' Meetings") of the holders of the EUR 200,000,000 1.375% convertible bonds 2022 (ISIN: DE000A19SPK4 / WKN: A19SPK, the "Convertible Bonds 2022") and the EUR 300,000,000 3.5% notes 2023 (ISIN: DE000A19YDA9 / WKN: A19YDA, the "2023 Notes" and together with the Convertible Bonds 2022 the "Notes") each issued by Corestate Capital Holding S.A. ("Corestate" or the "Company"), published on 2 June 2023 in the Federal Gazette and on the homepage of the Company, – subject to compliance with securities law, supervisory law and other legal requirements – holders of the Notes who each hold at least 14 Notes and who are professional investors and qualified investors are invited to submit offers ("Offers") for the pro rata acquisition of:
The ratio at which holders of Notes can make Offers to acquire New Super Senior Notes is the pro rata amount, i.e. the ratio of the number of Notes divided by the number of New Super Senior Notes, rounded up to an integral multiple of one (1), i.e. 14:1. Holders of Notes must therefore hold 14 Notes in order to acquire one (1) New Super Senior Note, 28 Notes in order to acquire two (2) New Super Senior Notes, etc. For each New Super Senior Note to be acquired, the relevant subscribing holder of Notes has to pay an amount of EUR 100,000 in cash to the Company. In addition, per New Super Senior Note to be acquired, such holder has to make a payment to the Company in an amount of EUR 57.93 (EUR 0.00018055 per New Share) for the acquisition of 320,871 New Shares. The acquisition described above can only take place in such a way that New Super Senior Notes and a corresponding number of New Shares are acquired uniformly in the above-described ratio, i.e. for each acquisition of a New Super Senior Note for an amount of EUR 100,000, an acquisition of 320,871 New Shares for a total of EUR 57.93 (EUR 0.00018055 per New Share) takes place. An isolated acquisition of New Super Senior Notes or of New Shares is excluded, New Super Senior Notes can only be acquired together with the corresponding number of New Shares and vice versa. The capital providers involved in the bridge financing of the Company have committed to subscribe for the New Super Senior Notes and the New Shares that are not subscribed for by the holders of the Notes (so-called backstop financing in the amount of up to EUR 37 million nominal). The proceeds from the subscription or sale of the New Super Senior Notes and the New Shares will be used to repay the bridge financing. This invitation to acquire New Super Senior Notes and New Shares of the Company is directed exclusively at professional investors and qualified investors within the meaning of Art. 2 lit. (e) of the European Prospectus Regulation (REGULATION (EU) 2017/1129), who are either (i) non-U.S. persons outside the United States (each as defined in Regulation S under the U.S. Securities Act of 1933, as amended from time to time (the "Securities Act")) or (ii) qualified institutional buyers as defined in Rule 144A of the Securities Act, who are also qualified purchasers as defined in Section 2(a)(51) and the Rules 2a51-1, 2a51-2 and 2a51-3 of the United States Investment Company Act of 1940, as amended from time to time. No public offering of the New Super Senior Notes and the New Shares of the Company to the public is made. No Prospectus will be prepared in connection with the invitation to acquire the New Super Senior Notes and the New Shares. The Company hereby invites professional investors and qualified investors who are holders of at least 14 Notes to make an offer to acquire New Super Senior Notes and a corresponding number of New Shares. Such holders of Notes who wish to acquire New Super Senior Notes and a corresponding number of New Shares must submit an offer to the Company to acquire New Super Senior Notes and New Shares on the basis of an acquisition and subscription agreement provided by the Company ("Commitment and Subscription Letter"). According to the Commitment and Subscription Letter, holders of Notes who wish to make an acquisition offer must provide certain evidence regarding their holding of Notes, their authorization to act, their identity (so-called Know Your Customer documents), their status as professional investor and qualified investor as well as assurances concerning their status as professional investor and qualified investor and the compliance with securities law, supervisory law and other legal requirements and must commit to comply with certain transfer restrictions. The deadline for submitting Offers expires on 30 June 2023 (24:00 CEST) (cut-off date). Interested holders of Notes who wish to make an acquisition offer must submit a valid offer to the Company on the basis of a Commitment and Subscription Letter (signed by them) before the expiry of this cut-off date. The deadline for the acceptance of Offers by the Company expires on 10 July 2023. In order to be able to submit an acquisition offer in due time, interested holders of Notes who meet the acquisition requirements are requested to contact the Company as soon as possible at the following e-mail address: Corestate Capital Holding S.A. Upon proof of ownership and identity of the relevant holders of Notes, the corresponding acquisition documents (including the Commitment and Subscription Letter and any Know Your Customer forms) (the "Subscription Documents") will be provided by the Company. The acquisition process essentially involves the following steps:
Further details and the exact procedure are set out in the Commitment and Subscription Letter. Furthermore, details regarding the required proofs of holding of the Notes, representation proofs, proofs of investor status and customer identification (KYC documents - generally: articles of association/bylaws, commercial register extract, evidence of the signing persons' authority to represent) should, as needed, be coordinated with the Company as early as possible - also before the acceptance of the acquisition offer by the Company - in order to ensure that the above-mentioned schedule can be adhered to. The proposed schedule and sequence of events may be subject to adjustments, which the Company will determine with the settlement bank.
Press and Investor Relations Contact About Corestate Capital Holding S.A. (Corestate) Forward-looking statement Important notice
16.06.2023 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG. |
Language: | English |
Company: | Corestate Capital Holding S.A. |
4 Rue Jean Monnet | |
2180 Luxembourg | |
Luxemburg | |
Phone: | +49 69 3535630-107 |
Fax: | +49 69 3535630-299 |
E-mail: | IR@corestate-capital.com |
Internet: | www.corestate-capital.com |
ISIN: | LU1296758029 |
WKN: | A141J3 |
Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart, Tradegate Exchange |
EQS News ID: | 1659533 |
End of News | EQS News Service |
|
1659533 16.06.2023 CET/CEST
Corestate Capital Holding SA Aktie
Unentschiedenes Community-Sentiment für Corestate Capital Holding SA mit wenigen Einschätzungen.
Bei einem durchschnittlichen Kursziel von 3 € für Corestate Capital Holding SA, wäre dies mehr als eine Verdopplung des aktuellen Kurses von 0.41 €.