INDIANAPOLIS, Nov. 7, 2023
/PRNewswire/ -- Simon®, a global leader in premier shopping,
dining, entertainment and mixed-use destinations, today announced
that its wholly-owned subsidiary, Simon Global Development B.V., a
private company with limited liability (besloten vennootschap
met beperkte aansprakelijkheid) under the laws of the Netherlands (the "Issuer"), has agreed to
issue €750 million principal amount of unsecured bonds due 2026
(the "Bonds") exchangeable into existing ordinary shares of
Klépierre S.A., a French joint-stock company (société
anonyme) under the laws of France in an offering to non-U.S. persons
outside the United States in
reliance on Regulation S under the Securities Act of 1933, as
amended (the "Securities Act"). The Bonds will be fully and
unconditionally guaranteed by Simon Property Group, L.P. (the
"Guarantor"). The Bonds will be issued at 100% of their principal
amount and will pay a fixed coupon of 3.50% per annum. The initial
exchange price of the Bonds has been set at €27.2092, representing
a 20% premium above the reference share price. This offering is
expected to close on or around November 14,
2023, subject to customary closing conditions. The Bonds are
expected to be admitted to trading on the Open Market segment
(Freiverkehr) of the Frankfurt Stock Exchange.
The Issuer currently expects to use the net proceeds from the
offering for general corporate purposes, including the repayment of
existing facilities.
The Bonds and the guarantee have not been, and will not be,
registered under the Securities Act or applicable state or other
securities laws and may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons absent registration or an applicable
exemption from registration requirements.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase the Bonds or any other
securities, and shall not constitute an offer, solicitation or sale
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities
Act.
No action has been taken by the Issuer, the Guarantor, the
bookrunners or any of their respective affiliates that would permit
an offering of the Bonds or possession or distribution of this
press release 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 press release 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.
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 press release 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 press release is only addressed to, and directed in,
member states of the European Economic Area (the "EEA") 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 press release 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 press release 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 press release 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 press release or any of its contents.
Forward-Looking Statements
Certain statements made in this press release may be deemed
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Although the Company
believes the expectations reflected in any forward-looking
statements are based on reasonable assumptions, the Company can
give no assurance that its expectations will be attained, and it is
possible that the Company's actual results may differ materially
from those indicated by these forward–looking statements due to a
variety of risks, uncertainties and other factors. Such factors
include, but are not limited to: changes in economic and market
conditions that may adversely affect the general retail
environment, including but not limited to those caused by
inflation, recessionary pressures, wars, escalating geopolitical
tensions as a result of the war in Ukraine and the conflicts in the Middle East, and supply chain disruptions; the
inability to renew leases and relet vacant space at existing
properties on favorable terms; the potential loss of anchor stores
or major tenants; the inability to collect rent due to the
bankruptcy or insolvency of tenants or otherwise; an increase in
vacant space at our properties; the potential for violence, civil
unrest, criminal activity or terrorist activities at our
properties; natural disasters; the availability of comprehensive
insurance coverage; the intensely competitive market environment in
the retail industry, including e-commerce; security breaches that
could compromise our information technology or infrastructure; the
increased focus on ESG metrics and reporting; environmental
liabilities; our international activities subjecting us to risks
that are different from or greater than those associated with our
domestic operations, including changes in foreign exchange rates;
our continued ability to maintain our status as a REIT; changes in
tax laws or regulations that result in adverse tax consequences;
risks associated with the acquisition, development, redevelopment,
expansion, leasing and management of properties; the inability to
lease newly developed properties on favorable terms; the loss of
key management personnel; uncertainties regarding the impact of
pandemics, epidemics or public health crises, and the associated
governmental restrictions on our business, financial condition,
results of operations, cash flow and liquidity; changes in market
rates of interest; the impact of our substantial indebtedness on
our future operations, including covenants in the governing
agreements that impose restrictions on us that may affect our
ability to operate freely; any disruption in the financial markets
that may adversely affect our ability to access capital for growth
and satisfy our ongoing debt service requirements; any change in
our credit rating; risks relating to our joint venture properties,
including guarantees of certain joint venture indebtedness; and
general risks related to real estate investments, including the
illiquidity of real estate investments.
The Company discusses these and other risks and uncertainties
under the heading "Risk Factors" in its annual and quarterly
periodic reports filed with the SEC. The Company may update
that discussion in subsequent other periodic reports, but except as
required by law, the Company undertakes no duty or obligation to
update or revise these forward-looking statements, whether as a
result of new information, future developments, or otherwise.
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.
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SOURCE Simon