NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
BRUSSELS, Belgium, April 7, 2004 - Further to the announcement earlier today, Delhaize Group S.A. (Euronext Brussels: DELB), the Belgian international food retailer, announces the successful placement of EUR 300 million convertible bonds due 2009. The final amount has been increased and the conditions have been adapted reflecting the positive market reaction to the transaction.
Delhaize Group S.A. is issuing the convertible bonds to refinance its existing euro denominated debt in attractive market conditions and to lengthen its euro debt maturity profile.
The final size of the offering is EUR 300 million. Owing to the positive market reaction to the transaction and the quality of the investor demand, it was decided to increase the targeted base amount from EUR 270 million to EUR 285 million and to exercise immediately the over-allotment option of EUR 15 million.
The bonds will be issued at 100% of their principal amount. The coupon on the bonds will be 2.75% per annum, at the low end of the initial coupon range of 2.75% to 3.25%. The initial conversion price will be EUR 57.0, a premium of 44.5% to Delhaize Group S.A.’s closing share price yesterday (EUR 39.44) and above the initial premium range of 35% to 40%. The nominal value of each bond will be EUR 250,000.
The convertible bonds will, subject to the terms and conditions of the bonds, be convertible into 5,263,158 new Delhaize Group S.A. ordinary shares at the initial conversion price (representing approximately 5.67% of Delhaize Group S.A.’s current issued ordinary share capital).
Settlement is expected on or about April 29, 2004, simultaneous with the listing of the bonds on the Luxembourg Stock Exchange.
J.P. Morgan Securities Ltd. is acting as Sole Bookrunner and Sole Lead Manager for the offering. Dexia and ING are acting as Co-Managers. 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.