Grand City Properties S.A., / Key word(s): Issue of Debt/Bond 17.02.2014 16:32 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer / publisher is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Corporate News (société anonyme) 6, Boulevard Pierre Dupong L-1430 Luxembourg R.C.S. Luxembourg: B 165 560 THIS ANNOUNCEMENT IS NOT FOR DISTRIUBTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Grand City Properties S.A. successfully places EUR 150 million convertible bonds Luxembourg, February 17, 2014 - Grand City Properties S.A. (the 'Company') announces the successful placement of EUR 150 million senior, secured convertible bonds convertible into new and/or existing ordinary shares having a par value of EUR 0.10 (the 'Shares') of the Company (the 'Bonds'). Following an accelerated book building process, the Company fixed the nominal coupon at 1.50 % p. a., payable semi-annually in arrear. The initial conversion price was fixed at EUR 9.72 (equal to a premium of 27.5 % above the reference share price). The Bonds will be issued at 100% of their principal amount and will be redeemed at maturity at 106.65 % of their principal amount. The offer was oversubscribed. Grand City Properties S.A. will receive gross proceeds of EUR 150 million. The net proceeds will be used to fund the Company's acquisitions pipeline. The Company is in advanced process of signing several acquisitions of various under-performing property portfolios with a total volume of more than EUR 200 million. The portfolios under consideration are consistent with the Company's business strategy, and the geographic distribution is with primary focus on North Rhine Westphalia and Berlin. Settlement is expected to take place on or around February 24, 2014. Inclusion of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange is expected to take place on the same day. J.P. Morgan is acting as Sole Global Coordinator and together with Berenberg and Deutsche Bank as Joint Bookrunners, and Anoa Capital S.A. as Co-manager in relation to the transaction. About Grand City Properties Grand City Properties S.A. (ISIN: LU0775917882) is a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 6, Boulevard Pierre Dupong, L-1430 Luxembourg and being registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés Luxembourg) under number B 165560. The company focuses on investing in and managing turnaround opportunities in the real estate property market in Germany, especially in densely populated areas. The Company improves the properties through targeted modernization and intensive tenant management, vacancy decrease and cost control. The Company follows primarily a buy and hold strategy. For the nine months ending September 2013, the Company reported an EBITDA of EUR 157 million (YOY increase of 70%), and a net profit of EUR 137 million (YOY increase of 105%). EPRA NAV amounts to EUR 730 million, as of September 30, 2013 including the recent capital increase with proceeds of EUR 175 million. Since May 2012, Grand City Properties is listed on the Frankfurt Stock Exchange Entry Standard. The company is rated BB+ by Standard and Poors ( stable outlook). Further information: www.grandcityproperties.com Contact: Grand City Properties S.A. 6, boulevard Pierre Dupong L 1430 Luxemburg www.grandcityproperties.com Press Contact: Katrin Petersen Grand City Properties S.A. T: +49 (30) 887088-1128 E: [email protected] www.grandcityproperties.com Disclaimer: THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED KINGDOM TO (I) 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 (THE 'ORDER'), (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS COMMUNICATION MUST NOT BE READ, ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ('EEA'), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE 'QUALIFIED INVESTORS' WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC, AS AMENDED (THE 'PROSPECTUS DIRECTIVE') ('QUALIFIED INVESTORS'). ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY OFFER (AN 'INVESTOR') OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT ANY SECURITIES ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE COMPANY OR ANY OF THE MANAGERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE. THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF GRAND CITY PROPERTIES S.A.. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF FACTORS. 17.02.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de ---------------------------------------------------------------------------