공개매수 결과
랜처 에너지 주식회사
N / A
07:46 20/03/24
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES
신토머 PLC
ANNOUNCEMENT OF TENDER OFFER RESULTS
THIS ANNOUNCEMENT IS INTENDED FOR HOLDERS OF THE SENIOR NOTES DUE 2025 HELD IN THE REGULATION S GLOBAL NOTE BEARING ISIN NUMBER XS2194288390 (COMMON CODE: 219428839)
17월 2024일, XNUMX년 Synthomer PLC (the "기업 정보") announces today the results of its cash tender offer (the "공개 매수") for its outstanding Senior Notes due 2025 held in the Regulation S global notes bearing ISIN number XS2194288390 (Common Code: 219428839) (the "노트") issued by the Company from holders of the Notes (each holder, a "메모홀더"와 함께 "주주"), as further described in the tender offer memorandum dated April 9, 2024 (the "입찰 제안 각서").
XNUMXD덴탈의 부드러운 제공 expired at 4:00 p.m., London time, on 16월 XNUMX월, 2024 ("만료 기한"). The Tender Offer was made upon the terms and conditions of the Tender Offer Memorandum. Capitalized terms used and not otherwise defined in this announcement have the meanings ascribed to them in the Tender Offer Memorandum.
The Company hereby announces that €412,403,000.00 in aggregate principal amount of the Notes were validly tendered and not withdrawn prior to the Expiration Deadline and €370,000,000.00 in aggregate principal amount of the Notes will be accepted for repurchase (the "최종 승인 금액") for an Aggregate Tender Consideration of €370,000,000.00 (excluding Accrued Interest), subject to the conditions set forth in the Tender Offer Memorandum, including the satisfaction of the Financing Condition. As the aggregate nominal amount of Notes validly tendered and not withdrawn prior to the Expiration Deadline is greater than the Maximum Acceptance Amount (as defined in the Tender Offer Memorandum), the Issuer intends to accept (i) all Notes validly tendered and not withdrawn pursuant to a Tender and Priority Acceptance Instruction, and (ii) an amount of Non-Priority Tendered Notes subject to a scaling factor of 82.8342% (subject to adjustments, as applicable), as further described on the Tender Offer Memorandum. Where Tender and Priority Acceptance Instructions have been submitted representing an aggregate principal amount of Notes greater than the aggregate principal amount of New Notes allocated to the relevant Noteholder in distribution of New Notes, any such excess amount has been treated as Non-Priority Tendered Notes. The Company reserves the right, in its sole discretion, to waive any and all Conditions.
참고 사항에 대한 설명 | 미결제 원금(1) | ISIN/ 공통 코드 | 만기일 | 쿠폰 비율 |
최소 금액 | Purchase Price per €1,000 | 최종 승인 금액 | Aggregate Tender Consideration |
Senior Notes due 2025 | €520,000,000 | XS2194288390/ 219428839
| 2025 년 7 월 1 일 | 3⅞% | €100,000 and integral multiples of €1,000 thereafter | €1,000 | €370,000,000 | €370,000,000 (excluding Accrued Interest) |
(1) The Outstanding Principal Amount comprises the Notes, which were originally sold pursuant to Regulation S under the Securities Act (ISIN: XS2194288390; Common Code: 219428839), and does not include the notes issued under the Indenture (as defined herein) and originally sold pursuant to Rule 144A under the Securities Act (ISIN: XS2194288630; Common Code: 219428863) (the "규칙 144A 참고 사항"), if any. There can be no assurance that the Outstanding Principal Amount continues to be held pursuant to the Regulation S global notes. For the avoidance of doubt, the Tender Offer being made pursuant to the Tender Offer Memorandum is only being made in respect of the Notes which are held pursuant to Regulation S under the Securities Act.
Following the Tender Offer, €150,000,000.00 in aggregate principal amount of the Notes will remain outstanding.
Subject to the Financing Condition, the Tender Offer is expected to settle on April 19, 2024 (the "지불 날짜") and all payments for the Notes validly tendered and not withdrawn prior to the Expiration Date will be made on the Payment Date.
The Tender Offer is part of a refinancing transaction in connection with the Company's issuance of €350,000,000 in aggregate principal amount of Senior Notes on or prior to the Payment Date (the "새로운 노트"), on terms and conditions reasonably satisfactory to the Company (the "새로운 발행"). The proceeds of the New Notes, together with cash on balance sheet, will be used to (i) to complete the Tender Offer or otherwise repurchase the Notes (the "재 융자"), including the payment of accrued and unpaid interest and (ii) to pay the fees and expenses in connection with the New Issuance and the Refinancing.
The Tender Offer is conditioned, amongst other conditions, on the "Financing Condition," which is the issuance by the Company of the New Notes, on or prior to the Payment Date, in an amount and on terms and conditions reasonably satisfactory to the Company. The Company priced the New Issuance on April 11, 2024 at an issue price of 100%. The New Notes will bear interest at 7.375%. There can be no assurance that the Company will be able to complete the New Issuance and satisfy the Financing Condition.
Citigroup Global Markets Limited, Goldman Sachs Bank Europe SE and HSBC Bank plc are acting as "상인 관리자" 을 위한 전에, 부드러운 Offer. In 연결 과 전에, 부드러운 Offer, Citibank, N. A., London Branch has 된 로 임명 부드러운 대리인 (의 such capacity, the "부드러운 에이전트"). Holders with questions 에 대한 부드러운 제공 영상을 연락 상인 관리자 or 전에, Tender Agent.
그 회사 신토머 PLC 45 폴 몰 London SW1Y 5JG 영국
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공개 제안과 관련된 정보 요청은 다음 주소로 보내야 합니다. |
THE DEALER MANAGERS |
씨티그룹 글로벌 마켓 리미티드 씨티그룹 센터 캐나다 스퀘어 카나리 워프 (Canary Wharf) 런던 E14 5LB 영국 |
담당자 : 책임 관리 그룹 |
전화 : +44 20 7986 8969 |
이메일 : [이메일 보호] |
골드만 삭스 은행 유럽 SE Marienturm Taunusanlage 9-10 60329 프랑크푸르트 암마 인 독일 주의: 책임 관리 그룹 Tel: + 44 20 7774 4836 이메일 : [이메일 보호]
HSBC 은행 plc 8 캐나다 스퀘어 런던 E14 5HQ 주의: 책임 관리, DCM Tel: + 44 20 7992 6237 이메일 : [이메일 보호] |
Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an Electronic Instruction should be directed to the Tender Agent: |
입찰 대리인 |
Citibank, N. A., London Branch 씨티그룹 센터 캐나다 스퀘어 카나리 워프 (Canary Wharf) 런던 E14 5LB 영국 Attention: Agency & Trust: Exchange Team Tel: + 44 20 7508 3867 이메일: [이메일 보호]
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이 발표 is 아니 제공 에 매수 어떤 Notes or a 간원 of an 제공 팔다 어떤 노트. 입찰 제안은 존재 만든 에 의해서만 방법 of 전에, 공개 매수 Memorandum.
면책 조항
NOT FOR DISTRIBUTION 에서, WITHIN, IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE 북부 사투리 MARIANA ISLANDS) OR ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
The Tender 제공 is not being made and will not be made, directly or indirectly, in or 으로, or by 사용 of the mails 의, 또는으로 어떤 수단이라도 or 수단 of 고속도로 or foreign commerce 의, 또는 any facilities of a national securities exchange 의, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. The Notes may not be tendered in the Tender 제공 by any such use, means, instrumentality or 시설 or 미국 내 또는으로 persons located or resident in the United States. Accordingly, 사본들 of this announcement, the Tender 제공 Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not 있다, 직접 or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or 미국으로 or to any persons located or resident in the United States. Any purported tender of Notes in the Tender 제공 resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located or resident in the United States, or any agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be 받아 들였다.
분포 of the Tender 제공 Memorandum in certain jurisdictions may be 한정된 by law. Persons into whose 소유 the Tender 제공 각서 제공 필요 by the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to 관찰하다, any such restrictions.
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offer is made solely pursuant to the Tender Offer Memorandum dated April 9, 2024.
This announcement must be read in conjunction with the Tender 제공 Memorandum. This announcement and the Tender 제공 Memorandum contain important information which should be 주의 깊게 읽으십시오 전에 any decision is made with respect to the Tender Offer. If any 보유자 is in any doubt as to the action it should take, it is recommended that such 보유자 seeks its 자신의 financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Tender Offer. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation as to whether Noteholders should participate in the Tender Offer.
Any deadlines 세트 by any intermediary will be earlier than the deadlines specified in the Tender 제공 Memorandum.
The information contained in this announcement 하지 not constitute an invitation or inducement to engage in investment activity within the meaning of the United Kingdom Financial Services and Markets 행동 2000. In the United Kingdom, this announcement is being distributed only to, and is directed only at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets 행동 2000 (Financial Promotion) Order 2005 (the "재정상의 프로모션 주문번호")), (iii) persons who are within Article 43 of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "관련자"). This announcement and the Tender 제공 Memorandum is directed only at relevant persons and must not be 행동 on or 의지하다 on by persons who are not relevant persons.
This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Company assumes no obligation to update or correct the information contained in this announcement.
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