Grand City Properties S.A. launches an exchange offer with 15% tender option to the holders of certain perpetual notes

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014

Grand City Properties S.A. launches an exchange offer with 15% tender option to the holders of certain perpetual notes

Luxembourg, 2 April 2024 - The Board of Directors of Grand City Properties S.A. (the "Company" and together with its subsidiaries “Grand City Properties”) has resolved today to launch a voluntary exchange and tender offer (the “Offer”) to the holders of two of its Euro dominated outstanding perpetual notes with the ISIN codes XS1491364953 and XS1811181566 (the "Existing Perpetual Notes"). Under the Offer, holders of the Existing Perpetual Notes will have the opportunity to exchange existing eligible holdings into either: (i) new perpetual notes at the relevant exchange ratio and a cash amount for participating in the exchange, or (ii) new perpetual notes at the relevant exchange ratio, a cash amount for participating in the exchange and a 15% redemption of their exchanged notes for cash.

Under the Offer, holders of the Existing Perpetual Notes with the ISIN code XS1491364953 and a current coupon of 6.332% and the ISIN code XS1811181566 and a current coupon of 5.901% are invited to exchange their instruments into newly issued undated subordinated notes with a coupon of 6.125% and a term of 6 years until the first reset date. The new notes are expected to be rated BBB- by S&P Global Ratings Europe Limited. This part of the Offer is subject to achieving a minimum new issue size of EUR 150,000,000.

The offer period will start on 2 April 2024 and end at 5:00 p.m. CET on 9 April 2024, unless extended, withdrawn, amended or terminated by the Company.

The new undated subordinated notes will be issued by a subsidiary of the Company, Grand City Properties Finance S.à r.l. and will be unconditionally and irrevocably guaranteed on a subordinated basis by the Company and will rank pari passu with all other subordinated notes issued or guaranteed the Company. The newly issued undated subordinated notes shall be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the MTF Market operated by the Luxembourg Stock Exchange.

Grand City Properties aims to recover the equity content under S&P rating methodology for the perpetual notes which have previously not been called on their respective first call dates.

The Offer is subject to certain conditions. The details of the Offer will be made available in an Exchange and Tender Offer Memorandum.