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Helical Bar plc
£85 MILLION CONVERTIBLE BOND OFFERING
10 June 2014
Helical Bar plc (the "Company", "Helical" or, together with its subsidiaries, the "Group") today announces the launch of an offering (the "Offer") of £85 million of senior, unsecured Guaranteed Convertible Bonds due 2019 (the "Bonds"). The Company has an option to increase the offering by up to £15 million.
The net proceeds of the Bonds will be used, initially, to repay the Group's existing revolving credit facilities, which will remain available to redraw at a later date. In due course, the net proceeds will be used, if required, to provide funding for its development pipeline and, upon identifying suitable opportunities, to add to the Group's investment portfolio. Helical recently published strong operational and financial results for the financial year ended 31 March 2014, including record profits before tax of £101.7 million and a Total Property Return of 22.4%. Helical continues to see attractive further opportunities in the market.
The Offer
The Bonds will be issued by Helical Bar (Jersey) Limited, a wholly-owned subsidiary of the Company, incorporated in Jersey (the "Issuer"), and will be guaranteed by the Company. The Bonds will be senior and unsecured obligations of the Issuer and will be subject to a negative pledge in customary Eurobond form.
The Bonds will be issued at par and are expected to carry a coupon of between 4.00% and 4.50% per annum payable semi-annually in arrear. The Bonds will, subject to the satisfaction of certain conditions and unless a cash settlement option at the discretion of the Company (as described below) is exercised, be convertible into preference shares of the Issuer which will be automatically and mandatorily exchangeable into fully paid ordinary shares of the Company (the "Shares"). The initial conversion price is expected to be set at a premium of between 30% and 35% above the volume weighted average price of the Shares on the London Stock Exchange plc from market open to close of trading today. The conversion price of the Bonds will be subject to customary adjustment provisions as will be set out in the terms of the Bonds.
Under the terms of the Bonds, the Company will have the right to elect to satisfy any conversion rights with a combination of Shares and/or cash.
If not previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed at par on the stated maturity date of 17 June 2019. The Issuer will have the option to call all outstanding Bonds at par plus accrued interest at any time (i) on or after 8 July 2017 if the aggregate value of the underlying Shares per Bond trade for a specified period of time at 130% or more of the principal amount per Bond or (ii) at any time, if 15% or less of the principal amount of Bonds originally issued remain outstanding. The final terms of the Bonds are expected to be announced later today and settlement is expected to take place on or about 17 June 2014 (the "Settlement Date").
It is intended that application will be made for the Bonds to be listed on a recognised stock exchange (as such term is defined in section 1005 of the Income Tax Act of 2007), after the Settlement Date but prior to the first interest payment date of the Bonds.
J.P. Morgan Securities plc ("J.P. Morgan Cazenove") and The Royal Bank of Scotland plc ("RBS") are acting as Joint Bookrunners to the offer.
For further information, please contact:
Helical Bar 020 7629 0113
Mike Slade, Chief Executive
Tim Murphy, Finance Director
FTI Consulting 020 3727 1000
Stephanie Highett / Dido Laurimore / Nina Legge
About Helical Bar plc
Helical aims to deliver market leading returns by acquiring high yielding investment properties, applying a rigorous approach to asset management and deploying limited equity through a variety of different structures into development situations which have the potential to be highly profitable.
The Group's spread of activities gives it flexibility to deploy capital rapidly across its business and focus on whatever opportunities it believes offer the best returns at different points of the property cycle. Helical aims to make excellent returns for its shareholders (which include the Directors who own 15% of the Company) through a wide variety of high margin activities.
Helical's core areas include central London offices and high yielding retail investments, central London developments and refurbishment projects, pre-let regional foodstore developments and retirement villages.
Further details can be found on the Helical Bar plc website at www.helical.co.uk.
DISCLAIMER
The information contained in this announcement is for background purposes only and does not purport to be full or complete.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for or otherwise buy any securities to any person in the United States, Canada, Australia, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Canada, Australia, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia, Japan or South Africa. There will be no public offer of the securities in the United States, Canada, Australia, Japan or South Africa.
The Offer is addressed to, and directed in member states of the European Economic Area which have implemented Directive 2003/71/EC (as amended, the "Prospectus Directive") at, persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("qualified investors"). In addition, in the United Kingdom, the Offer is directed only at qualified investors (i) 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") and qualified investors falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"), and (ii) to whom it may otherwise lawfully be communicated under the Order. This communication must not be acted on or relied on by persons who are not relevant persons in the United Kingdom or qualified investors as the case may be. Any investment or investment activity to which this communication relates is available only to relevant persons in the United Kingdom or qualified investors and will be engaged in only with relevant persons or qualified investors as the case may be.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bonds. The value of the Bonds can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bonds for the person concerned.
Each of J.P. Morgan Securities plc and The Royal Bank of Scotland plc (the "Joint Bookrunners"), each of which is authorised and supervised by the Prudential Regulation Authority and is subject to regulation by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Offer and will not be responsible to any other person for providing the protections afforded to clients of such Joint Bookrunner respectively or for providing advice in relation to the Offer, the Bonds or any other transaction, matter or arrangement referred to in this announcement.
Each of the Company, the Issuer, the Joint 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.
In connection with the Offer, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Company or the Issuer or related investments in connection with the Bonds, the Company, the Issuer or otherwise. Accordingly, references to the securities being issued, 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, the Joint Bookrunners and any of their respective affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Joint Bookrunners or any of their respective directors, officers, employees, affiliates, advisers or agents accepts any responsibility, duty or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Issuer, its other 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.
