Notification in pursuance of Article 8(1) of the Royal Decree of 27 April 2007 on public takeover bids
Kinepolis Group NV announces the launch of an unconditional public exchange offer on all outstanding € 75,000,000 fixed-rate bonds with a gross nominal interest rate of 4.75 % (ISIN BE0002183490) and maturing on 6 March 2019 ("Existing Bonds"). Under this exchange offer, holders of Existing Bonds will have the opportunity to exchange their Existing Bonds for bonds newly issued by Kinepolis Group with a nominal value of € 1,000, a gross nominal interest rate of 4.000% per year (ISIN BE0002228949) and a term of 8 years, maturing on 9 June 2023 ("New Bonds"). One new bond will be issued for every Existing Bond tendered in the proposed exchange offer. The exchange offer is open only to holders of Existing Bonds, and the decision to take part rests exclusively with such holders.
Terms and conditions of the exchange offer
The annual gross nominal interest of the New Bonds is equal to the aggregate of (i) 2.754% (the gross interest rate that would apply if the New Bonds were issued at par by Kinepolis Group on a stand-alone basis (excluding any placing fee)), (ii) 1.410% (the report and spreading of the unrealized gain on the Existing Bonds over the eight-year term of the New Bonds), and (iii) 0.100% (tender premium), less (iv) 0.264% (placing fee).
The net actuarial yield of the New Bonds, calculated in economic terms, for natural persons domiciled in Belgium (taking into account the income tax payable by the investors on 12 May 2015, including the 25 % Belgian withholding tax), amounts to 1.655% per year (calculated on the basis of a reference market price of the Existing Bonds of 110.000% on 12 May 2015, and on the assumption that the New Bonds are retained until their maturity date).
The acceptance period will run from 13 May 2015 (9.00 a.m. CET) to 1 June 2015 (4.00 p.m. CET).
The accrued interest on the Existing Bonds (from 6 March 2015 to 8 June 2015) that are tendered to the exchange offer (i.e. € 12,33 per Existing Bond), will be paid on 9 June 2015.
The purpose of this voluntary public exchange offer is to allow Kinepolis Group NV to further extend its debts and their maturity over time. It makes it also possible to benefit from the current favorable market conditions. BNP Paribas Fortis, ING and KBC Bank act as dealer managers in this transaction. KBC also acts as global coordinator.
The Dutch version of the prospectus has been approved in accordance with the Act of 1 April 2007 on public takeover bids. Investors can find the Dutch and French versions of the prospectus and the memorandum of reply of the Board of Directors of Kinepolis on the website of Kinepolis (www.kinepolis.com/corporate
) under the section 'Investor Relations'. The prospectus and the memorandum of reply will also be made available free of charge at the branches of BNP Paribas Fortis, Fintro, ING and KBC Bank, KBC Securities or CBC Banque, as well as on their websites: www.bnpparibasfortis.be
. Investors are advised to read the aforementioned documents carefully (in particular the sections "Risk Factors" and "Terms and Conditions of the Exchange Offer" of the prospectus)..
The New Bonds are debt instruments. Participating in the exchange offer and investing in the New Bonds involves risks. Investors in the New Bonds lend money to Kinepolis Group, which in turn undertakes to pay interest on an annual basis and to reimburse the principal amount on the maturity date. In case of bankruptcy or default by Kinepolis Group, there is a risk that investors may not recover the amounts they are entitled to and that they may lose all or part of their investment. The New Bonds are intended for investors who are capable of evaluating the interest rates in light of their knowledge and financial experience. Any decision to participate in the exchange offer and to invest in the New Bonds should be based on all of the information contained in the prospectus, including the section "Risk Factors" on page 27ff., and more generally risk factors that may affect the ability of Kinepolis Group to meet its obligations under the New Bonds, and risk factors that are material for assessing the market risks associated with the New Bonds. In particular, reference is made to the risk factors "Macroeconomic factors", "Financial risk", "Risk related to upstreaming of cash from the subsidiaries of the Company", and "Market value of the New Bonds".
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
This announcement and the prospectus have been prepared in connection with a public exchange offer on bonds in Belgium. The exchange offer is not addressed to any person who is not (a) located in Belgium or (b) a "qualified investor" within the meaning of Directive 2003/71/EC, as amended, located in a member state of the European Economic Area who is authorized to accept the intended exchange offer in such member state. The distribution of this announcement and any other information relating to the exchange offer in certain jurisdictions may be restricted by law. Any person reading this warning should inform him/herself of and observe any such restrictions.
This announcement constitutes a notice within the meaning of Article 8(1) of the Royal Decree of 27 April 2007 on public takeover bids and publicity within the meaning of Article 33 of the Act of 1 April 2007 on public takeover bids. It is not a prospectus within the meaning of the Act of 1 April 2007 on public takeover bids.