TEL AVIV, ISRAEL--(Marketwired - Dec. 12, 2016) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE U.S.
Gazit-Globe (NYSE:GZT)(TSX:GZT)(TASE:GZT) ("Gazit" or the "Company"), one of the leading global owners, developers and operators of supermarket anchored shopping centres in major urban markets, announced today that it intends to file a preliminary prospectus supplement (the "Preliminary Prospectus Supplement") with regulatory authorities in all provinces and territories of Canada, in connection with a proposed marketed public offering of up to C$90,000,000 of convertible unsecured subordinated debentures due July 31, 2022 (the "Debentures") at a price of C$1,000 per Debenture (the "Offering"). The Debentures will be offered on a marketed underwritten basis by a syndicate of underwriters co-led by National Bank Financial Inc. and TD Securities Inc. (collectively the "Underwriters"). In addition, the Company will grant the Underwriters an over-allotment option to purchase up to an additional C$13,500,000 aggregate principal amount of Debentures at the same price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments.
The Debentures will be subordinated, unsecured obligations of Gazit and will bear interest at a rate of 4.85% per annum, payable semi-annually in arrears on January 31 and July 31 of each year, commencing July 31, 2017. The Debentures will be convertible at any time at the option of the holders into ordinary shares of the Company ("Ordinary Shares") at a conversion price (the "Conversion Price") equal to a premium of approximately 40% to the last closing price of the Ordinary Shares on the Tel Aviv Stock Exchange, converted into Canadian dollars, on the date prior to the date of the Prospectus Supplement (as defined below) (which as of December 12, 2016 represented a Conversion Price of C$16.50). The Debentures will mature on July 31, 2022.
The net proceeds of the Offering will be used to pay down existing revolving credit facilities and for general corporate purposes.
"We are very pleased to announce Gazit's first public offering in Canada," commented Gazit's Executive Vice Chairman and incoming CEO Dori Segal. "We have done business in Canada initially through a private company and through our public subsidiary for a very long time and we are excited to continue to grow Gazit's relationship with Canadian investors and build upon our track record in Canada."
The Debentures will not be redeemable prior to January 31, 2020. On and after January 31, 2020 and prior to January 31, 2021, the Debentures may be redeemed by the Company, in whole or in part from time to time, on not more than 60 days and not less than 30 days prior notice at a redemption price equal to their principal amount plus accrued and unpaid interest, if any, up to but excluding the date set for redemption, provided that the volume-weighted average trading price of the Ordinary Shares on for the 20 consecutive trading days ending five trading days prior to the date on which notice of redemption is provided is at least 125% of the Conversion Price. On or after January 31, 2021 and prior to the maturity date, the Company may, at its option, redeem the Debentures, in whole or in part, from time to time at par plus accrued and unpaid interest.
The Preliminary Prospectus Supplement will be filed with the securities regulatory authorities in all of the provinces and territories of Canada and a (final) prospectus supplement qualifying the distribution of the Debentures is expected to be filed with the securities regulatory authorities in all of the provinces and territories of Canada on or about December 15, 2016 (the "Prospectus Supplement"). The Prospectus Supplement will contain further details relating to the Offering. The Offering is subject to customary regulatory and stock exchange approvals, with closing expected to occur on or about December 23, 2016.
The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.
This release may contain forward-looking statements within the meaning of applicable securities laws. In the United States, these statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of known and unknown risks and uncertainties, many of which are outside our control, that could cause our future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks detailed in our public filings with the SEC and the Canadian Securities Administrators. Except as required by applicable law, we undertake no obligation to update any forward-looking or other statements herein, whether as a result of new information, future events or otherwise.
Gazit-Globe is one of the leading global owners, developers and operators of supermarket anchored shopping centres in major urban markets. Gazit-Globe is listed on the New York Stock Exchange (NYSE:GZT), the Toronto Stock Exchange (TSX:GZT) and the Tel Aviv Stock Exchange (TASE:GZT) and is included in the TA-25 and Real-Estate 15 indices in Israel. As of September 30, 2016, Gazit-Globe, through its private and public subsidiaries, owns and operates 427 properties in more than 20 countries, with a gross leasable area of approximately 70 million square feet.