TIDM44ZP
RNS Number : 9233Q
Urenco Finance N.V.
24 June 2020
Urenco Finance N.V. Announces Tender Offer for its
EUR500,000,000 2.250 per cent. Notes due 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW)
24 June 2020. Urenco Finance N.V. (the Company) announces today
its invitation to holders of its EUR500,000,000 2.250 per cent.
Notes due 2022 (ISIN: XS1269854870) (the Notes) to tender their
Notes for purchase by the Company for cash (the Offer). The Offer
is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 24 June 2020 (the Tender Offer
Memorandum) prepared by the Company, and is subject to the offer
restrictions set out below and as more fully described in the
Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Dealer Managers and
the Tender Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Summary
A summary of certain of the terms of the Offer appears
below:
Description ISIN/ Common Outstanding Purchase Target Acceptance
of the Notes Code Nominal Amount Benchmark Spread Amount
--------------- ------------- ---------------- ------------- --------- ----------------------
EUR500,000,000 XS1269854870 EUR500,000,000 Interpolated 80 bps Subject as set
2.250 per / 126985487 Mid-Swap out in the Tender
cent. Notes Rate Offer Memorandum,
due 2022 up to EUR150,000,000
in aggregate nominal
amount
Rationale for the Offer
The rationale for the Offer is to redeem Notes up to the Target
Acceptance Amount prior to their maturity as part of the Company's
management of its debt maturity profile. Notes purchased by the
Company pursuant to the Offer will be cancelled and will not be
re-issued or re-sold.
Details of the Offer
Purchase Price
The Company will pay for Notes accepted by it for purchase
pursuant to the Offer at a price (the Purchase Price) to be
determined at or around 12.00 p.m. (CET) (the Pricing Time) on 2
July 2020 (the Pricing Date) in the manner described in the Tender
Offer Memorandum by reference to the sum (such sum, the Purchase
Yield) of a purchase spread of 80 basis points (the Purchase
Spread) and the Interpolated Mid-Swap Rate.
The Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
the Notes accepted for purchase pursuant to the Offer (rounded to
the nearest 0.001 per cent., with 0.0005 per cent. rounded
upwards), and is intended to reflect a yield to 9 May 2022 (being
the first optional call date in respect of the Notes) on the
Settlement Date based on the Purchase Yield. Specifically, the
Purchase Price will equal (a) the value of all remaining payments
of principal and interest on the Notes up to and including 9 May
2022 (assuming all outstanding Notes were redeemed at their nominal
amount on such date), discounted to the Settlement Date at a
discount rate equal to the Purchase Yield, minus (b) Accrued
Interest.
Accrued Interest
The Company will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offer.
Final Acceptance Amount and pro rata scaling
The Company proposes to accept for purchase pursuant to the
Offer up to EUR150,000,000 in aggregate nominal amount of the Notes
(the Target Acceptance Amount), although the Company reserves the
right, in its sole discretion, to accept significantly more or
significantly less than such amount for purchase pursuant to the
Offer (the final aggregate amount of Notes accepted for purchase
pursuant to the Offer being the Final Acceptance Amount).
If the aggregate nominal amount of Notes tendered for purchase
pursuant to the Offer is greater than the Final Acceptance Amount,
Notes may be accepted for purchase on a pro rata basis, as fully
described in the Tender Offer Memorandum.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to, the Offer,
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 5.00 p.m. (CET)
on 1 July 2020. Tender Instructions will be irrevocable except in
the limited circumstances described in the Tender Offer
Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of no less than EUR100,000, being the
minimum denomination of the Notes, and may be submitted in integral
amounts of EUR1,000 thereafter.
A separate Tender Instruction must be completed on behalf of
each beneficial owner.
Indicative Timetable for the Offer
Events Times and Dates
(All times are CET)
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from Wednesday, 24 June 2020
the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 5.00 p.m. on
by the Tender Agent in order for Noteholders Wednesday, 1 July 2020
to be able to participate in the Offer.
Announcement of Indicative Results
Announcement by the Company of the aggregate nominal Prior to the Pricing Time on Thursday, 2 July 2020
amount of Notes validly tendered pursuant
to the Offer, together with a non-binding indication of
the level at which it expects to set
the Final Acceptance Amount and indicative details of
any pro rata scaling that will apply
in the event that the Company decides to accept valid
tenders of Notes pursuant to the Offer.
Pricing Time and Pricing Date
Determination of the Interpolated Mid-Swap Rate, At or around 12.00 p.m. on Thursday, 2 July 2020
Purchase Yield and Purchase Price.
Announcement of Final Results and Pricing
Announcement of whether the Company will accept valid As soon as reasonably practicable after the Pricing Date
tenders of Notes pursuant to the Offer on Thursday, 2 July 2020
and, if so accepted, the Final Acceptance Amount, the
Interpolated Mid-Swap Rate, the Purchase
Yield, the Purchase Price and details of any pro rata
scaling.
Settlement Date
Expected Settlement Date for the Offer. Monday, 6 July 2020
Payment of the Purchase Price and Accrued Interest for
any Notes accepted for purchase and
settlement of such purchases.
The Company may, in its sole discretion, extend, re-open, amend,
waive any condition of and/or terminate the Offer at any time
(subject to applicable law and as provided in the Tender Offer
Memorandum) and the above times and dates are subject to the right
of the Company to so extend, re-open, amend, waive any condition of
and/or terminate the Offer.
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 Offer by
the deadlines set out above. 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 set out above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made (i) by publication via the RIS publication
section of the website of Euronext Dublin
(https://direct.euronext.com/Announcements/View-Announcements/RIS-Announcements/)
and (ii) by the delivery of notices to the Clearing Systems for
communication to Direct Participants. Such announcements may also
be found on the relevant Reuters 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 Offer. In addition, Noteholders may contact the
Dealer Managers for information using the contact details
below.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
HSBC Bank plc (Telephone: +44 20 7992 6237; Attention: Liability
Management Group; Email: LM_emea@hsbc.com) and MUFG Securities EMEA
plc (Telephone: +44 20 7577 4218; Attention: Liability Management
Group; Email: liability.management@mufgsecurities.com) are acting
as Dealer Managers for the Offer and Lucid Issuer Services Limited
(Telephone: +44 20 7704 0880; Attention: Thomas Choquet; Email:
urenco@lucid-is.com) is acting as Tender Agent.
Questions and requests for assistance in connection with (i) the
Offer may be directed to the Dealer Managers and (ii) the delivery
of Tender Instructions may be directed to the Tender Agent, the
contact details for each of which are set out above.
This announcement is released by the Company and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 (MAR), encompassing information relating
to the Offer described above. For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Gerard Tyler, Head of Group Treasury at
Urenco Limited.
LEI Number: 549300424FNJMWD3CO80
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Noteholder is in any doubt as to the action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax
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 must contact such entity if it wishes to tender such
Notes pursuant to the Offer. None of the Company, Urenco Limited,
Urenco UK Limited, Urenco Enrichment Company Limited, Urenco
Nederland B.V., Urenco Deutschland GmbH, Urenco USA Inc. and
Louisiana Energy Services, LLC in their capacity as guarantors of
the Company's obligations under the Notes (the Guarantors), the
Dealer Managers or the Tender Agent makes any recommendation
whether Noteholders should tender Notes pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
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
Guarantors, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions. Neither
this announcement nor the Tender Offer Memorandum constitutes an
offer to buy or a solicitation of an offer to sell the 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 either Dealer Manager or any of the
Dealer Managers' respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be,
on behalf of the Company in such jurisdictions.
United States. The Offer is not being made, and will not be
made, directly or indirectly, in or into, or by use of the mails
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 communication. The Notes may
not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly,
copies of the Tender Offer Memorandum and any other documents or
materials relating to the Offer 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 or to any
persons located or resident in the United States. Any purported
tender of Notes in the Offer resulting directly or indirectly from
a violation of these restrictions will be invalid and any purported
tender of Notes made by, or by any person acting for the account or
benefit of, 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 Noteholder participating in the Offer will represent that
it is not located in the United States and is not participating in
the Offer 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 the Offer from
the United States. For the purposes of this and the above
paragraph, United States means the United States of America, its
territories and possessions (including Puerto Rico, the U.S Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
Italy. None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian
laws and regulations. The Offer is being carried out in the
Republic of Italy (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. Accordingly, Holders or beneficial owners of the Notes
that are located in Italy can tender Notes for purchase through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, 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.
United Kingdom. The communication of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offer 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. 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 as a financial promotion is only being made to, and may
only be acted upon by, those persons in the United Kingdom falling
within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the Financial
Promotion Order)) or persons who are within Article 43 of the
Financial Promotion Order, or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
France. The Offer is not being made, directly or indirectly, to
the public in the Republic of France (France). This announcement,
the Tender Offer Memorandum and any other document relating to the
Offer have only been and shall only be distributed in France to
qualified investors as defined in Article 2(e) of Regulation (EU)
2017/1129. Neither this announcement nor the Tender Offer
Memorandum have been or will be submitted for clearance to or
approved by the Autorité des marchés financiers.
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ISEEAXKLAAPEEEA
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June 24, 2020 03:30 ET (07:30 GMT)
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