Swiss Prime Site AG («Swiss Prime Site»), rated A3 by Moody’s, intends to issue CHF 350 million senior unsecured green convertible bonds due 2032 (the «Bonds»), convertible into registered shares of Swiss Prime Site (the «Shares»).
The Bonds will not bear interest, will be offered at an issue price of 100% of their principal amount and be redeemed on 5 March 2032 at their principal amount. In certain circumstances customary to such bonds, the Bonds may be redeemed early.
Subject to their terms and conditions, the Bonds may be converted, at the option of their holders, for Shares at the prevailing conversion price that is expected to be initially set at a premium of between 20.0% and 27.5% to the arithmetic average of the volume weighted average prices of the Shares on each of the four trading days between 26 February 2026 (included) and 3 March 2026 (included) (the «Reference Share Price»). Such conversion price is subject to adjustment in accordance with the terms and conditions of the Bonds.
Pricing of the Bonds will be determined based on an accelerated bookbuilding process. The conversion premium of the Bonds is expected to be announced later today. The Reference Share Price will be announced as soon as reasonably practical following such determination on 3 March 2026. Settlement of the Bonds is expected on or around 5 March 2026 (the «Settlement Date»).
In connection with the issuance of the Bonds, Swiss Prime Site has agreed to a lock-up, ending 90 days after the Settlement Date, subject to customary exceptions and regulatory requirements.
The net proceeds from the issuance of the Bonds will be used to partly refinance its outstanding CHF 275 million convertible loan notes to ELM B.V. and to fund eligible green real estate investments, as set forth in Swiss Prime Site’s Green Financing Framework.
The offering of the Bonds will be conducted as a private placement in and outside of Switzerland. The advance subscription rights of Swiss Prime Site’s shareholders have been excluded. Application for the listing and trading of the Bonds on the SIX Swiss Exchange or any other trading venue in Switzerland may be made at a later stage. The Bonds will not be rated. This press release is merely a summary of certain key provisions of the Bonds. References above to the Bonds are subject to the full terms and conditions of the Bonds.
Separate, concurrent transaction concerning the outstanding CHF 275 million convertible loan notes to ELM
Swiss Prime Site has today also sent an incentivized conversion invitation to ELM B.V., a so-called «repackaging vehicle» to which it issued CHF 275 million convertible loan notes (the «Loan Notes») in 2023 (and which in turn issued exchangeable notes (the «ELM Notes») on terms corresponding to the terms of the Loan Notes), for the conversion of such Loan Notes in a specified period, in exchange for a cash settlement amount due under the terms of the Loan Notes (but calculated by reference to the same period used for calculation of the Reference Share Price) plus an additional cash incentive amount, as separately described in the relevant notice. ELM B.V. has indicated that it will extend an equivalent invitation to holders of the ELM Notes.
If at any time less than 15% of the aggregate principal amount of the Loan Notes originally issued are outstanding, Swiss Prime Site may redeem such outstanding Loan Notes in accordance with the terms of the Loan Notes at their principal amount together with accrued but unpaid interest, Swiss Prime Site intends to exercise this option if the relevant circumstances arise. Furthermore, following the conclusion of the incentivized conversion invitation, Swiss Prime Site intends to use its option to settle any subsequent exercises of the conversion right under the Loan Notes in cash.
