TIDM44ZP
RNS Number : 0100V
Urenco Finance N.V.
31 March 2023
Urenco Finance N.V. Announces the Re-opening and Extension of,
and Amendment to, its Tender Offer for its EUR500,000,000 2.375 per
cent. Notes due 2024
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 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (the EUWA)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN 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 OR THE DISTRICT
OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW)
31 March 2023. On 24 March 2023, Urenco Finance N.V. (the
Company) announced an invitation to holders of its outstanding
EUR500,000,000 2.375 per cent. Notes due 2024 (ISIN: XS1145750037)
(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
March 2023 (as amended, the Tender Offer Memorandum) subject to the
amendments to the terms of the Offer as set out in this
announcement. The Offer is also subject to the offer restrictions
set out below and as more fully described in the Tender Offer
Memorandum.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
As at 5.00 p.m. on 30 March 2023 (being the original Expiration
Deadline), EUR318,066,000 in aggregate nominal amount of the Notes
had been tendered pursuant to the Offer.
Re-opening and Extension to the Offer
The Company has determined to re-open the Offer and extend the
Expiration Deadline for the Offer to 5.00 p.m. (CEST) on 5 April
2023, and accordingly the Pricing Date and Settlement Date for the
Offer will also be amended as set out in the timetable below. All
references to the "Pricing Date", the "Settlement Date" and the
"Expiration Deadline" in this announcement and the Tender Offer
Memorandum shall be to the relevant date or relevant time set out
in the timetable below.
Amendment to the Offer
The Company has also determined that it will amend the terms of
the Offer such that it will no longer accept any and all Notes
tendered for purchase pursuant to the Offer. The Company now
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).
Scaling
If the Company decides to accept valid tenders of Notes pursuant
to the Offer and the aggregate nominal amount of Notes validly
tendered for purchase pursuant to the Offer is greater than the
Final Acceptance Amount, the Company intends to accept such validly
tendered Notes on a pro rata basis and, for the purpose of such
acceptance, each such tender of Notes will be scaled by a factor (a
Scaling Factor) equal to (i) the Final Acceptance Amount divided by
(ii) the aggregate nominal amount of the Notes validly tendered
(subject to adjustment to allow for the aggregate nominal amount of
Notes accepted for purchase, following the rounding of tenders of
Notes described in the next paragraph, to equal the Final
Acceptance Amount exactly).
Each tender of Notes that is scaled in this manner will be
rounded down to the nearest EUR1,000 in nominal amount. In
addition, in the event of any such scaling, the Offeror intends to
apply pro rata scaling to each valid tender of Notes in such a
manner as will result in both (a) the relevant Noteholder
transferring Notes to the Offeror in an aggregate nominal amount of
at least EUR100,000 (being the minimum denomination of the Notes),
and (b) the relevant Noteholder's residual amount of Notes (being
the nominal amount of the Notes the subject of the relevant Tender
Instruction that are not accepted for purchase by virtue of such
scaling) amounting to either (i) EUR100,000 or (ii) zero, and the
Offeror therefore intends to adjust the relevant Scaling Factor
applicable to any relevant Tender Instruction accordingly.
Announcements of results and pricing
The Company will announce, prior to the Pricing Time on the
Pricing Date, the aggregate nominal 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.
The Company will then announce, as soon as reasonably
practicable after the Pricing Time on the Pricing Date, its
decision of whether to accept any valid tenders of Notes pursuant
to the Offer 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.
Summary of the Offer (as amended)
A summary of certain of the terms of the Offer appears
below:
Description ISIN/ Common Maturity Outstanding Purchase Target Acceptance
of the Notes Code Date Nominal Amount Benchmark Spread Amount
--------------- ------------- ----------- ---------------- ------------- --------- ----------------------
EUR500,000,000 XS1145750037 2 December EUR500,000,000 Interpolated -5 bps Subject as
2.375 per / 114575003 2024 Mid-Swap set out in
cent. Notes Rate this announcement,
due 2024 up to EUR150,000,000
in aggregate
nominal amount
Tender Instructions
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
multiples of EUR1,000 thereafter.
A separate Tender Instruction must be completed on behalf of
each beneficial owner. To the extent that any Direct Participant
has grouped tenders from different beneficial owners in one Tender
Instruction, that Tender Instruction will need to be revoked and
separate Tender Instructions on behalf of each beneficial owner
will need to be submitted.
Revocation Rights
The Company acknowledges that the amendment to the Offer set out
in this Announcement is materially prejudicial to the interests of
Noteholders that have already submitted Tender Instructions.
Accordingly, Noteholders that have already submitted Tender
Instructions in relation to the Offer before 5.00 p.m. (CEST) on 30
March 2023, may revoke their Tender Instructions at any time from
the date and time of this announcement until 5.00 p.m. (CEST) on 5
April 2023 (subject to the earlier deadlines required by the
Clearing Systems and any intermediary through which Noteholders
hold their Notes).
For the avoidance of doubt, any Noteholder who does not exercise
any such right of revocation in the circumstances and in the manner
specified above, shall be deemed to have waived such right of
revocation and its original Tender Instruction will remain
effective
Indicative Timetable for the Offer (as amended)
Events Times and Dates
(All times are CEST)
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 5.00 p.m. on
by the Tender Agent in order for Noteholders Wednesday, 5 April 2023
to be able to participate in the Offer.
This will also be the deadline for receipt by the Tender
Agent of a valid electronic instruction
to revoke any Tender Instruction previously submitted by
a Noteholder.
Announcement of Indicative Results
Announcement by the Company of the aggregate nominal Prior to the Pricing Time on Thursday, 6 April 2023
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 noon on Thursday, 6 April 2023
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 Time
tenders of Notes pursuant to the Offer on Thursday, 6 April 2023
and, if so accepted, the aggregate nominal amount of
Notes so accepted, 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. Wednesday, 12 April 2023
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, further 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 further 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 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 RNS 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 this announcement and
the Tender Offer Memorandum for full details of and information on
the procedures for participating in the Offer.
BNP Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability
Management Group; Email: liability.management@bnpparibas.com) and
MUFG Securities (Europe) N.V. (Telephone: +33 1 70 91 42 55;
Attention: Liability Management Group; Email:
liability.management@mufgsecurities.com) are acting as Dealer
Managers for the Offer and Kroll Issuer Services Limited
(Telephone: +44 20 7704 0880; Attention: Harry Ringrose; Email:
urenco@is.kroll.com; Offer Website:
https://deals.is.kroll.com/urenco) 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 as it forms part of United Kingdom
domestic law by virtue of the EUWA (UK MAR), encompassing
information relating to the Offer described above. For the purposes
of UK MAR and the Implementing Technical Standards, 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 amends the terms of
the Tender Offer Memorandum. In the event of any inconsistency
between the terms of the Tender Offer Memorandum and this
announcement, the terms of this announcement will prevail. 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 Nederland B.V., Urenco Deutschland GmbH and
Louisiana Energy Services, LLC in their capacity as guarantors[1]
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 this announcement, 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, Noteholders or beneficial owners of the
Notes that are located in Italy can tender Notes for purchase in
the Offer 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.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offer.
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, as amended. 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.
[1] Pursuant to the terms and conditions of the Notes, Urenco
Enrichment Company Limited and Urenco USA Inc. resigned as
Guarantors of the Notes on 27 October 2021.
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END
TENEASDFDEDDEFA
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March 31, 2023 11:11 ET (15:11 GMT)
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