Last checked at 13 Sep 2010 12:00
Pinafore, LLC announces Tender Offer for Notes of
Tomkins PLC and Tomkins Finance PLC
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED AND/OR RESIDENT IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR TO ANY PERSON LOCATED IN THE REPUBLIC OF ITALY.
13 September 2010. Pinafore, LLC (the "Company") hereby announces an invitation to the holders of the outstanding £150,000,000 8 per cent. Notes due 2011 issued by Tomkins PLC and guaranteed by Tomkins Finance PLC (ISIN XS0140478321) (the "2011 Notes") and the holders of the outstanding £250,000,000 6.125 per cent. Notes due 2015 issued by Tomkins Finance PLC and guaranteed by Tomkins PLC (ISIN XS0176337599) (the "2015 Notes" and together with the 2011 Notes, the "Notes") to offer to sell to the Company for cash any and all of the Notes held by such holders (the "Noteholders") at the relevant Purchase Price set out below together with interest accrued and unpaid on each such Note from and including the preceding interest payment date to, but excluding, 6 October 2010 (the "Settlement Date") (the "Solicitation"). The Solicitation is made upon the terms and subject to the conditions contained in the tender offer memorandum dated 13 September 2010 (the "Tender Offer Memorandum") prepared in connection with the Solicitation, and is subject to the offer restrictions set out below. Tomkins PLC and Tomkins Finance PLC, as issuers of the Notes, are aware of, and have no objection to, the Company making the Solicitation.
The Solicitation will expire at 5.00 p.m. (CET) (the "Expiration Time") on 1 October 2010 (the "Expiration Date"), unless the offer period is extended or terminated earlier as described in the Tender Offer Memorandum
The Solicitation is being made in connection with the proposed recommended cash acquisition of the entire issued and to be issued share capital of Tomkins PLC by Pinafore Acquisitions Limited (the "Parent"), the parent of the Company, as announced on 27 July 2010 by the Parent and the independent directors of Tomkins PLC, to be implemented by way of a scheme of arrangement under Part 26 of the U.K. Companies Act 2006 (the "Scheme"). The Parent deems it desirable, after the effective time of the Scheme, to repay certain existing indebtedness of Tomkins PLC, Tomkins Finance PLC and their subsidiaries, including the Notes. Neither the Scheme, nor the facilities obtained by the Parent to finance the Scheme, are conditional upon this Solicitation being made or any level of offers to sell Notes by Noteholders in response to this Solicitation being received by the Company.
The Solicitation is conditional upon (unless otherwise waived in the sole discretion of the Company) the Scheme becoming effective in accordance with its terms, and the subsequent funding of certain third party debt (as further described in the Tender Offer Memorandum). The Scheme is conditional upon, among other things, the sanctioning of the Scheme and the confirmation of the reduction of Tomkins PLC's capital upon cancellation of shares in Tomkins PLC's capital by the relevant court, and delivery to, and registration by, the Registrar of Companies of England and Wales of the relevant court orders.
Purchase Price for the 2011 Notes
The Company offers to purchase the 2011 Notes at a price of 105.787 per cent. multiplied by the principal amount of the 2011 Notes purchased from such Noteholder (rounded to the nearest GBP 0.01 with GBP 0.005 being rounded up) if offered for sale by Noteholders on or before 5:00 p.m. on 24 September 2010, subject to any extension to such date in accordance with the terms hereof (the "Early Deadline") and at a price of 103.787 per cent. multiplied by the principal amount of the 2011 Notes purchased from such Noteholder (rounded to the nearest GBP 0.01 with GBP 0.005 being rounded up) if offered for sale by Noteholders after the Early Deadline but before the Expiration Time on the Expiration Date, in each case together with an amount equal to accrued interest, which is expected to be GBP63.56 per GBP1,000 in principal amount of the 2011 Notes.
Purchase Price for the 2015 Notes
The Company offers to purchase the 2015 Notes at a price of 100.50 per cent. multiplied by the principal amount of the 2015 Notes purchased from such Noteholder (rounded to the nearest GBP 0.01 with GBP 0.005 being rounded up) if offered for sale by Noteholders on or before the Early Deadline and at 100.00 per cent. multiplied by the principal amount of the 2015 Notes purchased from such Noteholder (rounded to the nearest GBP 0.01 with GBP 0.005 being rounded up) if offered for sale by Noteholders after the Early Deadline but before the Expiration Time on the Expiration Date, in each case together with Accrued Interest, which is expected to be GBP3.36 per GBP1,000 in principal amount of the 2015 Notes.
Settlement and Amendments
On the Settlement Date, the Company will pay, or procure the payment, to all Noteholders whose offers to sell have been validly accepted by the Company pursuant to the terms and conditions of the Solicitation, of an amount equal to the relevant Purchase Price (together with accrued interest).
The Company may, in its sole discretion, extend, amend, supplement, waive any condition of or terminate the Solicitation at any time, and will announce details of any such extension, amendment, supplement, waiver or termination as soon as reasonably practicable after the relevant decision is made.
Further Information
The Solicitation is described in full in the Tender Offer Memorandum. Requests for copies of the Tender Offer Memorandum, any information in relation to the procedures for tendering Notes in the Solicitation and the submission of tender instructions should be directed to the Tender Agent at:
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Attention: Lee Pellicci
Telephone: +44 20 7704 0880
Fax: +44 20 7067 9098
E-mail: tomkins@lucid-is.com
Citigroup Global Markets Limited and Merrill Lynch International are the Dealer Managers for the Solicitation. Requests for information in relation to the Solicitation should be directed to:
Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
London E14 5LB
United Kingdom
Attention: Liability Management Group
Telephone: +44 20 7986 8969
E-mail: liabilitymanagement.europe@citi.com
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Attention: John Cavanagh/Tommaso Gros-Pietro
Telephone: +44 20 7995 3715/2324
E-mail: john.m.cavanagh@baml.com/tommaso.gros-pietro@baml.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 should be read carefully before any decision is made with respect to the Solicitation. If you are in any doubt as to the action you should take, you are recommended to seek your own 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 tender Notes in the Solicitation. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether holders should tender Notes in the Solicitation.
OFFER RESTRICTIONS APPLICABLE TO THE SOLICITATION
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 the Company, 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 constitute an offer to buy or a solicitation of an offer to sell any Notes, and offers to sell Notes in the Solicitation will not be accepted from Noteholders in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Solicitation to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdictions, the Solicitation shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.
United States
The Solicitation 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 (including, without limitation, facsimile transmission, telex, telephone, e-mail or other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and the Notes may not be tendered in the Solicitation 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 and/or the Tender Offer Memorandum and any other documents or materials relating to the Solicitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to persons located or resident in the United States. Any purported tender of Notes in the Solicitation resulting directly or indirectly from a violation of these restrictions will be invalid and tenders 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 located or resident in the United States will not be accepted. For the purposes of this paragraph, United States means the 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/or the Tender Offer Memorandum and any other documents or materials relating to the Solicitation 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, and are only for circulation to persons outside the United Kingdom or to persons within 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 (the "Order")) or to other persons to whom it may lawfully be communicated in accordance with the Order (all such persons together being referred to as "relevant persons"). This announcement and the Tender Offer Memorandum must not be acted on or relied on by persons who are not relevant persons. The Solicitation to which the Tender Offer Memorandum relates is being made only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement and/or the Tender Offer Memorandum or any of their content. Neither this announcement nor the Tender Offer Memorandum may be distributed, published, reproduced or disclosed (in whole or in part) by recipients to any other person.
The Republic of Italy
None of the Solicitation, the Tender Offer Memorandum or any other documents or materials relating to the Solicitation 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. Accordingly, Noteholders are hereby notified that the Solicitation is not intended to be addressed, and neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Solicitation has been prepared in order to be sent, by any means, distributed or otherwise made available, as part of the Solicitation, to any person in Italy.
Kingdom of Belgium
The Solicitation is not being made, directly or indirectly, to the public in the Kingdom of Belgium ("Belgium"). The Solicitation is being exclusively conducted in Belgium under applicable private placement exemptions and therefore this announcement and the Tender Offer Memorandum have not been and will not be notified to nor approved by the Belgian Banking, Finance and Insurance Commission (Commission Bancaire, Financiere et des Assurances/Commissie voor het Bank, Financie en Assurantiewezen) and neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Solicitation have been, or will be, approved by the Belgian Banking, Finance and Insurance Commission. Accordingly, the Solicitation may not be advertised and neither this announcement, nor the Tender Offer Memorandum nor any such documents or materials may be distributed or made available in Belgium other than to qualified investors, as referred to in article 10 of the Law of 16 June 2006 on public offers of investment instruments and the admission to trading of investment instruments on a regulated market, acting for their own account. The Tender Offer Memorandum has been issued only for the personal use of such qualified investors and exclusively for the purpose of the Solicitation. Accordingly, the information contained herein may not be used for any other purpose nor disclosed to any other person in Belgium.
Republic of France
The Solicitation is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, nor the Tender Offer Memorandum nor any other documents or materials relating to the Solicitation have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifié) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.41l-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are eligible to participate in the Solicitation. The Tender Offer Memorandum has not been and will not be submitted to or approved by the Autorité des Marches Financiers.