31 Oct 2016 07:30
ENTERPRISE INNS PLC
ANNOUNCES INDICATIVE RESULTS OF CASH TENDER OFFER
NOT FOR DISTRIBUTION 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 NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
31 October 2016. Enterprise Inns plc (the Offeror) announces the indicative results of its invitation (such invitation, the Offer) to holders of its outstanding £600,000,000 6.50 per cent. Secured Bonds due 2018 (£250,000,000 of which were issued on 6 March 2003 and a further £350,000,000 of which were issued on 28 October 2003 consolidated to form a single series with the original issue) (the Bonds) to tender their Bonds for purchase by the Offeror for cash. As at the date of the announcement of the launch of the Offer, £350,479,000 in nominal amount of the Bonds remained outstanding.
The Offer was announced on 24 October 2016 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 24 October 2016 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offer, and is subject to the offer and distribution restrictions set out in the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 28 October 2016.
Indicative Results
As at the Expiration Deadline, the Offeror had received valid tenders of £298,124,000 in aggregate nominal amount of Bonds for purchase pursuant to the Offer. Subject to satisfactory pricing of the New Bonds (in the sole determination of the Offeror), it is the Offeror's current intention that the Final Acceptance Amount will be an aggregate amount of Bonds of up to, but not exceeding, approximately £250,000,000 (with such intended maximum amount to be adjusted for rounding in connection with anticipated scaling of valid tenders of Bonds) as set out in the Tender Offer Memorandum.
Bondholders should note that the above is not a binding indication of the level at which the Offeror may set the Final Acceptance Amount.
The purchase of any Bonds by the Offeror pursuant to the Offer is subject to, without limitation, the successful completion (in the sole determination of the Offeror) of the issue of the New Bonds (the New Financing Condition).
Announcement of Final Results for the Offer
As soon as reasonably practicable after the pricing of the New Bonds, the Offeror will announce whether it will accept valid tenders of Bonds pursuant to the Offer and, if so accepted, the Final Acceptance Amount and details of any pro rata scaling (subject, in any case, to satisfaction of the New Financing Condition).
The Settlement Date in respect of any Bonds accepted for purchase is expected to be 4 November 2016. BNP Paribas and Lloyds Bank plc are acting as Dealer Managers for the Offer and Deutsche Bank AG, London Branch is acting as Tender Agent.
THE DEALER MANAGERS | |
BNP Paribas 10 Harewood Avenue London NW1 6AA Telephone: +44 20 7595 8668 Attention: Liability Management Group Email: liability.management@bnpparibas.com | Lloyds Bank plc 10 Gresham Street London EC2V 7AE Telephone: +44 20 7158 1721 Attention: Liability Management Team, Capital Markets Email: liability.management@lloydsbanking.com |
THE TENDER AGENT
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
Telephone: +44 20 7547 5000
Attention: Global Securities Services - Corporate Trust
Email: xchange.offer@db.com
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. 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 Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.