Sol Melia S.A. prices an issue of €175 million convertible notes
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Sol Melia S.A. prices an issue of €175 million convertible notes
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Category: Worldwide - Industry economy -
Figures / Studies
This is a press release selected by our editorial committee and published online for free on 2009-11-20
Calyon and Deutsche Bank are acting as underwriters, joint bookrunners and joint lead-managers (the "Joint Bookrunners") and Natixis is acting as co-lead manager of the issue.
The issue proceeds will increase the Group’s financial liquidity and further reduce its exposure to uncertain financing market conditions.
The Company announced in its recent financial results for the third quarter 2009 that it would continue to explore new financing alternatives.
Sol Meliá, S.A. (the "Issuer" or “Sol Meliá”) announces that the issue of €175 senior unsecured Convertible Notes due 2014 (the "Convertible Notes") launched earlier today has been successfully placed amongst qualified and institutional investors. The issue size was set at €175 million including the exercise of its upsize option in the amount of €25 million. The Issuer has granted a "greenshoe" option to the Joint Bookrunners to request that the Issuer issue a further €25 million in Convertible Notes, to be exercised at any time between the pricing date and the date falling five business days before the closing date.
The coupon has been set at 5.00 per cent. per annum payable semi-annually in equal instalments in arrear and the conversion price has been set at €7.9325 per share, representing a conversion premium of 30 per cent. over the volume weighted average share price of the Issuer's ordinary shares between launch and pricing.
The Convertible Notes cannot be called by the Issuer for the first three years and 15 days (other than if less than 10 per cent. of the Notes are outstanding) and are callable thereafter if the value of the shares underlying a Convertible Note exceeds 130 per cent. of the nominal value of a Convertible Note for a specified period of time.
The Convertible Notes will be convertible into existing ordinary shares of the Issuer at the option of the Noteholders, subject to a cash settlement option of the Company. However, Sol Meliá may also opt to deliver newly issued shares, subject to approval from the Issuer's Board of Directors (which the Issuer will seek following pricing and before the closing date). The closing date of the Convertible Notes is expected to be on or about 18 December 2009.
The Convertible Notes have been offered only to qualified investors within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003, in accordance with the respective regulations of each country in which the Convertible Notes are offered.
The issue represents an increase in the Group’s financial liquidity. In addition, the Issuer will use the net proceeds from the sale for general corporate purposes, to lengthen the debt maturity profile of the Group, diversify its sources of funding, and take advantage of the current new issue market conditions for convertible bonds.
Sol Meliá intends to list the Notes on the Luxembourg Stock Exchange’s Euro MTF market.
The Issuer has filed a relevant fact (Hecho Relevante) with the CNMV duly informing of the final terms and conditions of the Notes.
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