NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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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