Cofinimmo launches a convertible bond offering for an initial amount of approximately € 175 million. We change our rating from Hold to Suspended because of KBC Securities’ role as Joint Bookrunner.
Unsecured convertible bonds due 20.06.2018, convertible into ordinary shares of the company.
The initial amount of the offering will be approximately € 175 million. The size of the offering may be increased by up to € 25 million if the extension option is exercised at the time of pricing.
The net proceeds will be used by Cofinimmo as part of a broader plan to fund capital expenditure, diversify its sources of funding by refinancing existing or maturing credit lines and for general corporate purposes.
The convertible bonds will be issued by Cofinimmo and will have a maturity of five years. The coupon is expected to be between 1.75% and 2.25% payable annually in arrear. The convertible bonds will entitle their holders to receive Cofinimmo ordinary shares at a ratio of one share per bond. Upon conversion, the company will have the option to deliver new and/or existing shares, cash or a combination thereof.
The company may then however only deliver new shares to retail investors and shares to existing shareholders who are qualified investors in certain circumstances (as more fully set out in the securities note). The initial conversion price is expected to be set at a premium of 25% -30% above a reference share price equal to the volume-weighted average price of the company's ordinary shares on Euronext Brussels from launch to pricing, subject to adjustments. The nominal value of each bond will be equal to the initial conversion price. The convertible bonds will be issued and redeemable at maturity at 100% of the nominal value. Early redemption will be possible upon exercise of an issuercall option at any time shortly after the third anniversary of the convertible bonds, if the stock price exceeds 130% of the conversion price. Full details of the terms and conditions will be found in the securities note that has been submitted for approval to the FSMA. Cofinimmo is currently rated BBB- with stable outlook by Standard & Poor's.
The convertible bonds will initially be offered only to institutional investors via an accelerated bookbuilding and are expected to price today. Convertible bonds will be allocated to institutional investors on a provisional basis, subject to a 100% clawback in favour of the existing shareholders. From 12.06.2013, a three-day priority subscription period will be open to existing retail shareholders in Belgium and existing institutional shareholders holding ordinary and/or preference shares (subject to applicable selling restrictions), pursuant to the Royal Decree relating to Sicafis of 07.12.2010. The aggregate principal amount of the convertible bonds is thus reserved for priority allocation in favour of existing shareholders and is available to all existing shareholders who can lawfully take part in it, subject to applicable securities laws. Final allocations are expected to take place on 17.06.2013. Settlement is expected to take place on or about 20.06.2013, simultaneously with the listing of the convertible bonds on the regulated market of the Luxembourg Stock Exchange.