TIDM42BQ
RNS Number : 5916E
Investor AB
09 May 2017
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS DOCUMENT.
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
9 May 2017
INVESTOR AB (PUBL) LAUNCHES CASH TER OFFER FOR ITS
EUR300,000,000 3.25 PER CENT. FIXED RATE NOTES DUE 17 SEPTEMBER
2018 AND ITS SEK500,000,000 5.25 PER CENT. FIXED RATE NOTES DUE 4
SEPTEMBER 2019
INVESTOR AB (publ) (the "Company") has today invited Noteholders
of its EUR300,000,000 3.25 per cent. Fixed Rate Notes due 17
September 2018 (ISIN: XS0542591580 / Common Code: 054259158) (the
"2018 Notes") and its SEK500,000,000 5.25 per cent. Fixed Rate
Notes due 4 September 2019 (ISIN: XS0450035661/Common Code
045003566) (the "2019 Notes" and together with the 2018 Notes, the
"Notes") to tender any and all of their Notes for purchase by the
Company for cash (the "Offers") on the terms and conditions
contained in the tender offer memorandum dated 9 May 2017 (the
"Tender Offer Memorandum").
Capitalised terms not otherwise defined in this announcement
have the same meaning as assigned to them in the Tender Offer
Memorandum.
Description ISIN / Outstanding Purchase Benchmark Purchase
of the Common Nominal Yield Spread
Notes Code Amount
----------------- -------------- --------------- -------------- ------------------- ---------
EUR300,000,000 XS0542591580/ EUR300,000,000 -0.25 N/A N/A
3.25 per 054259158 per
cent. Fixed cent.
Rate Notes (the
due 17 "Fixed
September Purchase
2018 (the Yield")
"2018 Notes")
----------------- -------------- --------------- -------------- ------------------- ---------
SEK500,000,000 XS0450035661/ SEK500,000,000 the The Interpolated +25 bps
5.25 per 045003566 sum Mid-Swap
cent. Fixed of Rate (as
Rate Notes the defined
due 4 September Purchase in the
2019 (the Spread Tender
"2019 Notes") and Offer Memorandum)
the
Interpolated
Mid-Swap
Rate
RATIONALE FOR THE OFFERS
The purpose of the Offers is to pro-actively manage and optimise
the Company's debt maturity profile. Notes repurchased by the
Company pursuant to the Offers, will be cancelled and will not be
re-issued or re-sold.
THE OFFERS
The Company will pay for Notes accepted by it for purchase
pursuant to the Offers a price (expressed as a percentage of the
nominal amount of the relevant Notes rounded to the third decimal
place, with 0.0005 per cent. rounded upwards) to be determined by
the Company in consultation with the Dealer Manager at the Pricing
Time on the Pricing Date, which is expected to be at or about 11.00
a.m. (London time) on 16 May 2017 in the manner described in the
Tender Offer Memorandum and in accordance with market convention.
The Purchase Price will be the price which reflects the yield to
maturity of the Notes on the Settlement Date equal to the Purchase
Yield, which is:
(i) in respect of the 2018 Notes, the Fixed Purchase Yield of -0.25 per cent.; and
(ii) in respect of the 2019 Notes, the sum of the Purchase
Spread of +25 bps and the Interpolated Mid-Swap Rate.
Specifically, the Purchase Price will be equal to (a) the value
of all remaining payments of principal and interest on the Notes up
to and including the scheduled maturity date of the Notes,
discounted to the Settlement Date at a discount rate equal to the
Purchase Yield, minus (b) Accrued Interest.
The Company will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offers.
PURCHASE OF NOTES
If the Company decides to accept for purchase valid tenders of
Notes pursuant to the Offers, the Company will accept for purchase
all Notes validly tendered pursuant to the Offers.
TER INSTRUCTIONS
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest Payment pursuant to, the
Offers, Noteholders must validly tender their Notes by delivering,
or arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by the Expiration
Deadline, which is 4.00 p.m. (London time) on 15 May 2017, unless
extended, re-opened, amended or terminated as provided in the
Tender Offer Memorandum. See "Procedures for Participating in the
Offers" in the Tender Offer Memorandum. Tender Instructions will be
irrevocable except in the limited circumstances described in
"Amendment and Termination" in the Tender Offer Memorandum.
INDICATIVE TIMETABLE
The following table sets forth the expected dates and times of
the key events relating to the Offers. The times and dates below
are indicative only.
Event Time and Date (All
times are London
time)
Commencement of the Offers: 9 May 2017
Announcement of the Offers.
Tender Offer Memorandum
available from the Tender
Agent.
Expiration Deadline: 4.00 p.m. on 15
Final deadline for receipt May 2017
of valid Tender Instructions
by the Tender Agent in
order for Noteholders to
be able to participate
in the Offers.
Pricing Date and Pricing At or around 11.00
Time: a.m. on 16 May 2017
Determination of each Purchase
Price and, in respect of
the 2019 Notes, the Purchase
Yield and the Interpolated
Mid-Swap Rate.
Announcement of Results As soon as reasonably
of the Offers and Pricing: practicable after
Announcement of whether the Pricing Time
the Company will accept on the Pricing Date
valid tenders of Notes
pursuant to the Offers
and, if so accepted, for
each Series of Notes:
(a) the Final Acceptance
Amount;
(b) the Purchase Price
and the Accrued Interest;
and
(c) the Purchase Yield
and, in respect of the
2019 Notes, the Interpolated
Mid-Swap Rate.
Settlement Date: Expected to be on
Settlement of the tenders 18 May 2017
of Notes pursuant to the
Offers and payment of the
Purchase Price and Accrued
Interest Payment in respect
(in each case) of any Notes
accepted for purchase.
The above times and dates are subject to the right of the
Company to extend, re-open, amend, and/or terminate the Offers
(subject to applicable law and as provided in the Tender Offer
Memorandum).
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offers
by the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission and withdrawal of Tender Instructions will be
earlier than the relevant deadlines specified in the Tender Offer
Memorandum.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offers.
ANNOUNCEMENTS
Unless stated otherwise, announcements in connection with the
Offers will be made (i) by publication through RNS published via
the London Stock Exchange and (ii) by the delivery of a notice to
the Clearing Systems for communication to Direct Participants. Such
announcements may also be found on the relevant Reuters
International Insider Screen and be made by the issue of a press
release to a Notifying News Service. Copies of all such
announcements, press releases and notices can also be obtained upon
request from the Tender Agent, the contact details for which are
below. Significant delays may be experienced where notices are
delivered to the Clearing Systems and Noteholders are urged to
contact the Tender Agent for the relevant announcements during the
course of the Offers.
FURTHER INFORMATION
Skandinaviska Enskilda Banken AB (publ) has been appointed by
the Company to act as Dealer Manager for the purposes of the
Offers.
Lucid Issuer Services Limited has been appointed by the Company
as Tender Agent for the purposes of the Offers.
The relevant contacts at the Company in relation to this
announcement are Stefan Stern, Head of Corporate Relations,
Sustainability and Communications; Telephone: +46 8 614 2058;
Mobile: +46 70 636 7417 and Magnus Dalhammar, Head of Investor
Relations; Telephone +46 8 614 2130; Mobile: +46 735 24 2130.
Requests for information in relation to the Offers should be
directed to:
DEALER MANAGER
Skandinaviska Enskilda Banken AB (publ)
Kungsträdgårdsgatan 8
106 40 Stockholm
Sweden
Telephone: +46 8 506 23 189
Attention: Liability Management Group
Email: liabilitymanagement@seb.se
Requests for information in relation to the procedures for
tendering Notes in, and for any documents or materials relating to,
the Offers should be directed to:
TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: + 44 20 7704 0880
Attention: Thomas Choquet
Email: investorab@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which must be read carefully before
any decision is made with respect to the Offers. If any holder of
Notes is in any doubt as to the action it should take, it is
recommended to seek its own legal, tax, accounting and financial
advice, including as to any tax consequences, from its stockbroker,
bank manager, solicitor, accountant or other independent financial
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to participate in the
Offers. None of the Company, the Dealer Manager or the Tender Agent
(or their respective directors, employees or affiliates) makes any
recommendation as to whether Noteholders should tender Notes in the
Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitute an invitation to participate in the Offers in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
comes are required by each of the Company, the Dealer Manager and
the Tender Agent to inform themselves about, and to observe, any
such restrictions.
United States
The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communications. The Notes may not be tendered in the
Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States as defined in Regulation S of the U.S. Securities Act
of 1933, as amended. Accordingly, copies of this announcement and
the Tender Offer Memorandum and any other documents or materials
relating to the Offers are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States. Any purported tender of
Notes in any of the Offers resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
tender of Notes made by a person located 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
accepted.
Each holder of Notes participating in any of the Offers will
represent that it is not located in the United States and is not
participating in such Offers from the United States or it is acting
on a non-discretionary basis for a principal located outside the
United States that is not giving an order to participate in such
Offers from the United States. For the purposes of this and the
above paragraph, "United States" means United States of America,
its territories and possessions, any state of the United States of
America and the District of Columbia.
United Kingdom
The communication of this announcement and the Tender Offer
Memorandum by the Company and any other documents or materials
relating to the Offers is not being made, and such documents and/or
materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000 (the "FSMA"). Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is
only directed at and may be communicated to (1) those persons who
are existing members or creditors of the Company or other persons
within Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, and (2) to any other persons to
whom these documents and/or materials may lawfully be
communicated.
Belgium
The below applies only to the 2018 Notes.
Neither this announcement and the Tender Offer Memorandum nor
any other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Financial Services and Markets Authority (Autorité des services
et marches financiers / Autoriteit financiële diensten en markten)
and, accordingly, such Offers may not be made in Belgium by way of
a public offering, as defined in Articles 3 and 6 of the Belgian
Law of 1 April 2007 on public takeover bids (the "Belgian Takeover
Law") as amended or replaced from time to time. Accordingly, the
Offers may not be advertised and the Offers will not be extended,
and neither this announcement and the Tender Offer Memorandum nor
any other documents or materials relating to the Offers (including
any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than (i) to
"qualified investors" in the sense of Article 10 of the Belgian Law
of 16 June 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated
markets, acting on their own account or (ii) in any circumstances
set out in Article 6, --4 of the Belgian Takeover Law. This
announcement and the Tender Offer Memorandum has been issued only
for the personal use of the above qualified investors and
exclusively for the purpose of the Offers. Accordingly, the
information contained in this announcement and the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
Italy
None of the announcement and the Tender Offer Memorandum or any
other documents or materials relating to the Offers have been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian
laws and regulations.
The Offers are being carried out in the Republic of Italy as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended (the "Issuers'
Regulation").
A holder of Notes located in the Republic of Italy can tender
Notes through authorised persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended
from time to time, and Legislative Decree No. 385 of 1 September,
1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other
Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offers.
France
The Offers are not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither this
announcement and the Tender Offer Memorandum nor any other
documents or offering materials relating to the Offers have been or
shall be distributed to the public in France and only (i) providers
of investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers)
and/or (ii) qualified investors (investisseurs qualifiés) acting
for their own account, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire
et financier, are eligible to participate in the Offers. This
announcement and the Tender Offer Memorandum has not been submitted
to the clearance procedures (visa) of the Autorité des marchés
financiers.
Sweden
This announcement and the Tender Offer Memorandum is not a
prospectus approved by the Swedish Financial Supervisory Authority
(Sw. Finansinspektionen) (the "SFSA") in accordance with the
Swedish Financial Instruments Trading Act (Sw. Lag (1991:980) om
handel med finansiella instrument) or an offer document approved by
the SFSA in accordance with the Swedish Act on Takeover Bids (Sw.
Lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden)
and the Swedish Financial Instruments Trading Act (Sw. Lag
(1991:980) om handel med finansiella instrument), nor has it in any
other way been approved or reviewed by the SFSA or any other
authority, stock exchange or regulatory body.
General
Neither this announcement nor the Tender Offer Memorandum
constitute an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes in the Offer will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and the Dealer Manager or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offer shall be deemed to be made by the Dealer
Manager or such affiliate, as the case may be, on behalf of the
Company in such jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in the Offer
will also be deemed to give certain representations,
acknowledgements, warranties and undertakings and make certain
agreements in respect of the other jurisdictions referred to above
and generally as set out in "Procedures for Participating in the
Offer" in the Tender Offer Memorandum. Any tender of Notes for
purchase pursuant to the Offer from a Noteholder that is unable to
make these representations will not be accepted. Each of the
Company, the Dealer Manager and the Tender Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to the Offer, whether any
such representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
tender shall not be accepted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENSSASAUFWSESI
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May 09, 2017 04:30 ET (08:30 GMT)
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