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SD Finance Plc 4.35% Unsecured Bonds 2027

SDFINANCEplc

SD Finance plc has announced the issue of €65,000,000 of 4.35% Unsecured Bonds redeemable in 2027, with a nominal value of €100 issued at par.

If you wish to apply for these bonds see information at the bottom of this article or apply via our CCTrader platform.

BUSINESS OVERVIEW

SD Finance Plc is offering 65 million Unsecured Bonds having a nominal value of €100 each, which will be redeemable in 2027. The Bonds are guaranteed by the Guarantor, SD Holdings Limited. The Bonds will be issued at par and bear interest at the rate of 4.35% per annum payable annually on 25 April each year until Redemption Date.

USE OF PROCEEDS

The proceeds from the Bond Issue, which net of Bond Issue expenses are expected to amount to approximately €64,000,000, will be used by the Issuer for the following purposes, in the amounts and order of priority set out below:

1) a maximum amount of circa €53,500,000 of the net Bond Issue proceeds will be applied to the reduction of the bank indebtedness of the Group. Such amount will be advanced by the Issuer to:

(a) two Group Subsidiaries, Seabank Hotel and Catering Limited and Hotel San Antonio Limited, for the refinancing of the outstanding HSBC Malta loans primarily applied for the purpose of financing capital expenditure related to db Seabank Resort & Spa and db San Antonio Hotel & Spa; and

(b) to the Guarantor, for the purpose of repaying outstanding Banif Bank loans.

2) a maximum amount of circa €9,550,000 in value of Bonds will be advanced to the Group Subsidiary Seabank Hotel and Catering Limited, who has agreed to subscribe for such amount in value of Bonds required in order to finance the redemption by Seabank Hotel and Catering Limited of a total of 4,101,020 redeemable preference shares of a nominal value of €2.329373 per share held by the Preference Shareholders.

The said preference shares shall be redeemed in exchange for 95,500 Bonds to be advanced by the Issuer to the Preference Shareholders (on the instructions of Seabank Hotel and Catering Limited); and

3) the remaining balance of the net Bond Issue proceeds, amounting to almost €1,000,000, will be advanced to the Parent for the general corporate funding purposes of the Group.

COMPANY OVERVIEW

Seabank Group was established over three decades ago. The Group is principally involved in the hospitality and leisure industry, including the restaurant business. Additionally, the Group has substantial associated interests in the contract catering and healthcare markets.

Since its inception, and over the years, Seabank Group has founded strategic partnerships with global players. Notable past partnerships include those with the Accor Hotel Group and RIU Hotels & Resorts. The Group is currently affiliated with the world-renowned Hard Rock Café. In 2015, Seabank Group launched its own brand, db Hotels + Resorts, to operate its chain of hotels and resorts.

The Group recently completed its hotel portfolio refurbishment and extensions programme aimed at the enhancement of both db Seabank Resort & Spa and db San Antonio Hotel & Spa, with a global investment of over €70 million, thereby increasing the Group’s room pool by 501 rooms to a total of 1,052 rooms. Following this comprehensive programme, the Group’s hospitality and leisure portfolio presently revolves around:

Db Seabank Resort and Spa – The flagship 4 star hotel of Seabank Group. Over an eight-month phase, the property was completely renovated and converted into a 539-room all-inclusive hotel operation. The hotel comprises of a number of themed restaurants, four bars, a large hotel pool, as well as a fitness centre and a spa with a heated indoor pool facility.

db San Antonio Hotel & Spa – A 4 star all-inclusive hotel and resort located in St’Paul’s Bay, offering five themed restaurants, indoor, outdoor and rooftop pools, a spa and fitness centre, and conference and events facilities. Whilst the hotel has been operational since 201, the group invested circa €32 million on a major refurbishment in 2014/2015, where the number of rooms was increased from 300 to 513 rooms.

Porto Azzurro Complex – A 3 star, 125-room apartment hotel in Xemxija. The rooms and apartments are equipped with en-suite bathrooms, a fully equipped kitchenette and other amenities. The Group holds a 33.33% equity interest in this operation.

Tunny Net Complex – This complex brings together various entertainment and leisure facilities and is located just a few metres away from the db Seabank Resort and Spa. These entertainment and leisure facilities include a Latino- Mexican restaurant, Maya Beach lounge bar, La Barca Italian trattoria, major water sports facilities and a number of retail outlets.

Hard Rock Café and Hard Rock Bar – Sea Port Franchising Limited, a Group Subsidiary, is the holder of the franchisee licence for the Hard Rock Café and Hard Rock Bar brands, and is the operating agent for Hard Rock International in Malta. Founded in 1971, Hard Rock International is a globally recognised entertainment and lifestyle brand, renowned not just for its hotels, casinos, bars and cafés, but also for its collectible fashion and music-related merchandise and memorabilia and Hard Rock Live performance venues.

Hospital / Retirement Home Catering Division – The MHC Group initiated operations in contract catering in 2007, after being awarded the contract to supply meals to in-patients at Mater Dei Hospital, St Luke’s Hospital and Sir Paul Boffa Hospital. In 2015, the MHC Group ceased to supply meals to Sir Paul Boffa Hospital, but instead commenced servicing Sir Anthony Mamo Oncology Centre. The Group also provides catering and ancillary services to in-patients and staff of Gozo General Hospital and St Vincent de Paul Residence.

HOW TO REGISTER TO BUY BONDS?

Orders may be placed by contacting us on 25 688 688 or via email on [email protected].

Closing Date for Employees will close on the 12th of April at 1600hrs.

Orders will be accepted from the 30th of March 2017. The application form must be submitted by not later than the 18th April 2017 at 1400hrs.

Applications must be for a minimum value of €2,000 and multiples of €100.

A copy of the prospectus is available HERE

Calamatta Cuschieri Investment Services Ltd is acting as a licensed stockbroker and financial intermediary for this bond issue.