Regulatory release (within the meaning of the Belgian Royal Decree of November 14, 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market)
Announcement pursuant to article 32 of the Belgian Royal Decree of April 27, 2007 on public takeover bids
On 12 May 2015, Kinepolis Group NV launched an unconditional public exchange offer in Belgium (the "Echange Offer") on all outstanding €75,000,000 fixed-rate bonds with a gross nominal interest rate of 4.75% per year (ISIN BE0002183490) and maturing on 6 March 2019 ("Existing Bonds"). By this voluntary exchange offer, Kinepolis Group NV wished to further extend its debts and their maturity over time.
Exchange Offer Terms
The holders of the Existing Bonds had the opportunity to exchange their Existing Bonds for bonds 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").
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).
Result of the Exchange Offer
At the end of the exchange period on 1 June 2015 (4.00 p.m. CET), 15,878 Existing Bonds were tendered into the exchange offer, representing an aggregate nominal amount of €15,878,000. The exchange offer will not be re-opened. The Existing Bonds exchanged in the exchange offer will be cancelled by Kinepolis Group NV.
As a consequence, 59,122 Existing Bonds will remain outstanding. Existing Bonds that were not tendered in the exchange offer will remain listed on the regulated market of NYSE Euronext Brussels until their final maturity date.
The 15,878 New Bonds, representing an aggregate nominal amount of €15,878,000, will be issued on 9 June 2015. The New Bonds will be listed on the regulated market of NYSE Euronext Brussels.
The accrued but unpaid interest since 6 March 2015 on the Existing Bonds exchanged in the exchange offer, will be paid on 9 June 2015.
In this operation, BNP Paribas Fortis, ING Bank and KBC Bank act as dealer managers. KBC Bank also acts as global coordinator.
Kinepolis Group NV is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release in light of new information, future events or otherwise. Kinepolis Group NV disclaims any liability for statements made or published by third parties and does not undertake any obligation to correct inaccurate data, information, conclusions or opinions published by third parties in relation to this or any press release issued by Kinepolis Group NV.
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 is 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.