NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
BBRUSSELS, Belgium, April 7, 2004 - Delhaize Group S.A. (Euronext Brussels: DELB), the Belgian international food retailer, announces today the launch of an offering of bonds convertible into Delhaize Group S.A. shares. The initial amount of the offering will be approximately EUR 270 million. The amount of this issue may be increased by up to EUR 15 million in the event the over-allotment option granted to the Managers of the offering is exercised.
This offering will allow Delhaize Group S.A. to lengthen the maturity of its euro denominated debt by refinancing existing short-term euro borrowings in attractive market conditions.
The convertible bonds will be issued by Delhaize Group S.A. and will have a maturity of 5 years. The coupon is expected to be 2.75% - 3.25% per annum. The bonds will be issued and redeemable at maturity at 100% of the nominal value. The conversion price is expected to be set at a premium of between 35% and 40% to Delhaize Group S.A.’s share price at the time of pricing. The nominal value of each bond will be EUR 250,000.
The size of the offering may be increased by up to EUR 15 million if the Sole Lead Manager exercises the over-allotment option granted by Delhaize Group S.A. Settlement is expected on or about April 29, 2004, simultaneous with the listing of the bonds on the Luxembourg Stock Exchange.
The bonds will be offered only to institutional investors. No placement is being made in the United States, Australia, Canada or Japan, or any jurisdiction where it would be unlawful to do so.
J.P. Morgan Securities Ltd. is acting as Sole Bookrunner and Sole Lead Manager for the offering. J.P. Morgan Securities Ltd. will also act as Stabilisation Agent.
Delhaize Group
Delhaize Group is a Belgian food retailer present in ten countries on three continents. At the end of 2003, Delhaize Group’s sales network consisted of 2,559 stores. In 2003, Delhaize Group posted EUR 18.8 billion (USD 21.3 billion) in sales and EUR 171.3 million (USD 193.7 million) in net earnings. Delhaize Group employs approximately 142,000 people. Delhaize Group is listed on Euronext Brussels (DELB) and the New York Stock Exchange (DEG).
Contacts
Guy Elewaut: + 32 2 412 29 48
Geoffroy d'Oultremont: + 32 2 412 83 21
This announcement does not, and shall not, in any circumstances constitute a public offering or an invitation to the public in connection with any offering. Neither this announcement nor any other document relating to the offer of the bonds may be used in connection with the offer of the bonds to investors in Belgium, except in reliance on Article 3 of the Royal Decree of July 7, 1999 on the public nature of financial transactions.
This press release does not constitute or form a part of any offer to sell, or solicitation of an offer to purchase or subscribe for, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”). Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act. There will be no public offering of the securities referred to herein in the United States.
In the United Kingdom, this press release is for distribution only to persons specified in articles 19 or 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. The securities specified in this press release may be subscribed in the United Kingdom exclusively by such persons. The information contained in this document does not constitute an offer of securities for sale in Australia, Canada or Japan.
Stabilization/FSA
The distribution of this document in certain countries may constitute a breach of applicable law. This document should not be released in the United States, Australia, Canada or Japan.