14 Sep 2018 10:27
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 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, TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.
Ei Group plc
(formerly known as Enterprise Inns plc)
(incorporated with limited liability in England and Wales with registered number 2562808)
announces results of Tender Offer for, and termination of Consent Solicitation in respect of, the outstanding
£97,000,000 3.50 per cent. Guaranteed Convertible Bonds due 2020 of its subsidiary
Enterprise Funding Limited
(incorporated with limited liability in Jersey with registered number 113852)
14 September 2018. On 6 September 2018, Ei Group plc (the Offeror) announced separate invitations to eligible holders of the outstanding £97,000,000 3.50 per cent. Guaranteed Convertible Bonds due 2020 (ISIN: XS0970690698; the Bonds) of its subsidiary, Enterprise Funding Limited (the Issuer) to:
(i) tender any and all of their Bonds for purchase for cash (such invitation, the Offer); and
(ii) approve certain modifications to the terms and conditions of the Bonds (such invitation, the Consent Solicitation).
The Offeror now announces the final results of the Offer and the termination of the Consent Solicitation.
The Offer and the Consent Solicitation were made on the terms and subject to the conditions contained in the Tender Offer and Consent Solicitation Memorandum prepared by the Offeror and dated 6 September 2018 (the Tender Offer and Consent Solicitation Memorandum), as amended by the Offeror's announcement dated 12 September 2018 (the 12 September 2018 Announcement). Capitalised terms used but not otherwise defined in this announcement have the meanings given in the Tender Offer and Consent Solicitation Memorandum, as so amended.
Results of the Offer
The Offer expired at 5.00 p.m. (London time) on 13 September 2018 (the Tender Offer Expiration Deadline). As at the Tender Offer Expiration Deadline, £95,400,000 in aggregate principal amount of Bonds had been validly tendered for purchase pursuant to the Offer.
The Offeror now announces that, subject to satisfaction (or waiver) of the New Financing Condition on or prior to the Tender Offer Settlement Date (as described below), it will accept for purchase all Bonds validly tendered in the Offer in full, with no pro rata scaling back.
A summary of the results of the Offer is set out below:
| ISIN /Common Code | Outstandingprincipal amount | Principal amount accepted for purchase pursuant to the Offer* | Purchase Price |
£97,000,0003.50 per cent. Guaranteed Convertible Bonds due 2020 | XS0970690698 / 097069069 | £97,000,000 | £95,400,000 | 107 per cent. |
* Subject to satisfaction (or waiver) of the New Financing Condition on or before the Tender Offer Settlement Date | ||||
Tender Offer Settlement Date
The Offeror also announces that it has decided to amend the terms of the Offer such that (subject to satisfaction or waiver of the New Financing Condition on or prior to such date) the Tender Offer Settlement Date will be 26 September 2018. The Offeror intends to, on the Tender Offer Settlement Date, pay for all Bonds accepted for purchase pursuant to the Offer a cash purchase price (the Purchase Price) equal to 107 per cent. of the principal amount of such Bonds, together with an Accrued Interest Payment in respect of the period up to (but excluding) the Tender Offer Settlement Date.
Termination of the Consent Solicitation
As a result of the principal amount of the Bonds validly tendered for purchase pursuant to the Offer, the Offeror has decided to exercise its right to terminate the Consent Solicitation, and the Offeror will not pay any Consent Fee or Ineligible Bondholder Payment in respect of any Bonds.
In accordance with the terms of the Consent Solicitation, any Voting Only Instructions that have been submitted will be deemed to have been automatically revoked, and the Bonds the subject of such Voting Only Instructions will be promptly unblocked in the relevant account(s) in the Clearing Systems.
As described in the Tender Offer and Consent Solicitation Memorandum, the Meeting will still be held and the Extraordinary Resolution will still be considered and voted on at the Meeting. However, if the Extraordinary Resolution is passed at the Meeting, it will nevertheless be ineffective as the implementation of the Proposed Amendments is conditional on (amongst other things) the Consent Solicitation not having been terminated.
Issuer's Intention to Exercise Existing Call Option
Following settlement of the Offer, £1,600,000 in aggregate principal amount of the Bonds will remain outstanding. However, it is the Issuer's intention to exercise (following settlement of the Offer) its existing right (pursuant to Condition 7(b) of the existing Conditions) to redeem all such outstanding Bonds at their principal amount, together with accrued but unpaid interest up to (but excluding) the optional redemption date.
BNP Paribas (Attention: Florence Sztuder, ECM Equity-linked syndicate; Email: florence.sztuder@bnpparibas.com) and
Deutsche Bank AG, London Branch (Telephone: +44 20 7545 4087; Attention: Harry Sanders, ECM Syndicate; Email: harry.sanders@db.com)
are acting as Dealer Managers for the Offer and Consent Solicitation.
Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Thomas Choquet; Email: eigroup@lucid-is.com) is acting as Tender Agent for the Offer and Consent Solicitation.
This announcement is released by Ei Group plc 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, the Consent Solicitation and the Bonds described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Loretta Togher, Group Company Secretary & Legal Counsel at Ei Group plc.
DISCLAIMER: This announcement must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum and the 12 September 2018 Announcement. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement, the Tender Offer and Consent Solicitation Memorandum and the 12 September 2018 Announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Tender Offer and Consent Solicitation Memorandum or the 12 September 2018 Announcement comes are required by each of the Offeror, the Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.