MERLIN Properties Annual Report 2021
| 45 Relevant information post-closing • As of February 1 st , 2022, Tree Inversiones Inmobiliarias, SOCIMI, S.A. (“Tree”) and MERLIN, submitted to Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) a communication which included, amongst other aspects and alternatives, a selling proposal for 100% of the shares of Tree, excluding the financial liabilities of the company, for an amount totaling €1,987,400,000 (the “Tree Selling Proposal”). • As of 1 st of April 2022, MERLIN has received a communication from BBVA which states, amongst other matters, that it accepts the Tree Selling Proposal. • The execution of the Tree Selling Proposal is subject to previous approval from the National Commission on Markets and Competition. The necessary contractual documents to properly execute the transaction shall be conditional upon such authorization being obtained. • As of 25 th of April 2022, MERLIN hereby informs that it wishes to convert all its outstanding senior bonds into “green bonds”. To that end, MERLIN will commit to retrospectively allocate an amount equivalent to the outstanding principal amount of each series of senior bonds issued by MERLIN listed on the Luxembourg Stock Exchange (representing a total of approximately €4bn) to eligible green assets in accordance with its Green Financing Framework (the “Green Financing Framework”). Accordingly, MERLIN will today launch consent solicitation exercises (the “Consent Solicitation Exercises”) for each series of outstanding senior bonds to ask the relevant bondholders for consent in accordance with the terms and conditions of the bonds and the relevant bondholder meeting provisions of each series.
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