24 Sep 2018 12:15
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY. SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW.
GLOBAL PORTS (FINANCE) PLC LAUNCHES TENDER OFFER
24 September 2018
Global Ports (Finance) PLC (the "Offeror"), a wholly-owned indirect subsidiary of Global Ports Investments PLC (the "Company", LSE ticker: GLPR), has today launched invitations to holders of the outstanding notes detailed in the table below, each issued by the Offeror and guaranteed by the Company, First Container Terminal Incorporated ("FCT"), Joint-stock company "Petrolesport" ("PLP") and Vostochnaya Stevedoring Limited Liability Company ("VSC" and, together with the Company, FCT and PLP, the "Guarantors") (each of the issuances of notes detailed below, a "Series" and all notes of both Series together, the "Notes") to tender their Notes for purchase by the Offeror for cash (each such invitation, an "Offer" and, together, the "Offers") at prices to be determined pursuant to the Modified Dutch Auction Procedure, as further described below. Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum dated 24 September 2018 (the "Tender Offer Memorandum").
Description of Notes | Common Code/ ISIN(1) | Outstanding Principal Amount(2) | Minimum Purchase Price | Purchase Price | Maximum Acceptance Amount |
U.S.$350,000,000 6.872% guaranteed notes due 2022 (the "2022 Notes") | 131981376 / XS1319813769 | U.S.$350,000,000
| U.S.$1,015 per U.S.$1,000 in principal amount of 2022 Notes |
To be determined as set out in the Tender Offer Memorandum pursuant to the Modified Dutch Auction Procedure | Up to U.S.$70,000,000 in aggregate principal amount across both Series of Notes (the "Maximum Acceptance Amount") |
U.S.$350,000,000 6.50% guaranteed notes due 2023 (the "2023 Notes") | 140577545 / XS1405775450 | U.S.$350,000,000
| U.S.$1,005 per U.S.$1,000 in principal amount of 2023 Notes |
___________________
(1) Only Notes with the Common Code 131981376 and ISIN XS1319813769 or with the Common Code 140577545 and ISIN XS1405775450, respectively, may be offered for sale in the Offers.
(2) As at the date of this announcement.
The Offers to purchase the outstanding Notes are subject to the terms and conditions contained in the Tender Offer Memorandum. The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offers is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.
Rationale for the Offers
The purpose of the Offers is to enable the Offeror to acquire certain of its outstanding Eurobonds at their current market prices, which is reflective of the Company's liquidity position and consistent with its ongoing liability management objectives. Any Notes purchased by the Offeror may, at the option of the Offeror, be held, reissued or resold or from time to time be surrendered to any paying agent for cancellation.
Purchase Prices
The Offeror will pay for each Series of Notes validly tendered and accepted by it for purchase pursuant to the relevant Offer a cash purchase price for each U.S.$1,000 in principal amount of the Notes of each Series validly tendered and accepted by it for purchase (subject to the applicable Minimum Denomination), as determined pursuant to the Modified Dutch Auction Procedure, as described below (for each Series of Notes, the "Purchase Price").
The Offeror will pay accrued and unpaid interest in respect of all Notes validly tendered and accepted for purchase by the Offeror pursuant to the Offers, from and including the interest payment date for the relevant Series of Notes immediately preceding the Settlement Date to but excluding the Settlement Date.
Series Acceptance Amounts and Maximum Acceptance Amount
The Offeror will determine, in its sole discretion, the aggregate principal amount of each Series of Notes (if any) that it will accept for purchase pursuant to the relevant Offer (each such amount, a "Series Acceptance Amount") subject to the aggregate principal amount across both Series of Notes accepted for purchase not exceeding U.S.$70,000,000 (the "Maximum Acceptance Amount").
The Offeror will determine the allocation of purchases between each Series of Notes in its sole and absolute discretion and reserves the right to accept for purchase significantly more or less (or none) of the Notes of either Series as compared to the other Series.
The Offeror reserves the right, in its sole and absolute discretion, to purchase Notes in an aggregate principal amount less than or more than the Maximum Acceptance Amount, subject to applicable law.
Modified Dutch Auction Procedure
Under the Modified Dutch Auction Procedure, the Offeror will determine, in its sole discretion, following expiration of the Offers, the Purchase Price for each Series of Notes (expressed as the amount payable for each U.S.$1,000 in principal amount of the relevant Series of Notes equal to, or in an increment of U.S.$0.50 per U.S.$1,000 in principal amount of the relevant Series of Notes above, the relevant Minimum Purchase Price), in each case, taking into account the principal amount of the relevant Series of Notes so tendered and the Offer Prices specified (or deemed to be specified, as set out below) by tendering Noteholders.
The Purchase Price for each Series of Notes will represent the lowest price that will enable the Offeror to purchase an aggregate principal amount of the relevant Series of Notes, as the case may be, which equals the relevant Series Acceptance Amount and shall either be the applicable Minimum Purchase Price, or an increment of U.S.$0.50 per U.S.$1,000 in principal amount of the relevant Series of Notes above such Minimum Purchase Price. The Purchase Price in respect of each Series will apply to all Notes of such Series accepted for purchase.
Tender Instructions may be submitted in the form of either a Competitive Offer (which specifies an Offer Price higher than the relevant Minimum Purchase Price) or a Non-Competitive Offer (which does not specify an Offer Price or specifies an Offer Price less than or equal to the relevant Minimum Purchase Price).
If a Competitive Offer specifies an Offer Price that is not in whole increments of U.S.$0.50 per U.S.$1,000, such Offer Price will be rounded up to the nearest increment of U.S.$0.50 per U.S.$1,000 in principal amount of the relevant Series of Notes.
Acceptance of Tender Instructions and Scaling
In the event that Tender Instructions are received in respect of an aggregate principal amount of Notes of the relevant Series which is greater than the relevant Series Acceptance Amount, such Tender Instructions will be accepted in the order described in the Tender Offer Memorandum and may be subject to proration, as further described in the Tender Offer Memorandum.
Timetable for the Offers
The expected timetable of events will be as follows:
Date | Action |
24 September 2018 | Commencement of the Offers Offers announced by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and via the website of Euronext Dublin. |
Tender Offer Memorandum available from the Tender Agent. | |
2 October 2018 at 4.00 p.m., London time | Expiration Deadline Deadline for receipt by the Tender Agent of all valid Tender Instructions in order for Noteholders to be able to participate in the Offers.
|
On or about 3 October 2018 | Announcement of Purchase Prices, Series Acceptance Amounts and Final Tender Results Announcement of whether the Offeror will accept valid tenders of Notes pursuant to each Offer and, if so accepted, (i) the final Series Acceptance Amount(s), (ii) any final Scaling Factor and (iii) the relevant Purchase Price, as applicable, for each Series of Notes accepted for purchase. |
On or about 5 October 2018 | Settlement Expected Settlement Date for the Offers. |
General
The complete terms and conditions of the Offers are set forth in the Tender Offer Memorandum, which will be sent to eligible Noteholders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully.
The Offeror has retained J.P. Morgan Securities plc and VTB Capital plc to act as Dealer Managers for the Offers.
Operational Procedure Description
In order to participate in the Offers, 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 prior to 4.00 p.m., London time, on 2 October 2018. Tender Instructions must be submitted electronically in accordance with the procedures of the relevant Clearing System, and shall be irrevocable, according to the terms and conditions, contained in the Tender Offer Memorandum.
A copy of the Tender Offer Memorandum is available upon request from the Tender Agent. If you need further information about the Offers, please contact the Dealer Managers or the Tender Agent.
Contact Details:
THE OFFEROR
Global Ports (Finance) PLC
20 Omirou Ave.
Agios Nikolaos
P.C. 3095 Limassol
Cyprus
THE DEALER MANAGERS
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
By telephone: +44 20 7134 2468
By email: em_europe_lm@jpmorgan.com
Attention: Liability Management
VTB Capital plc
14 Cornhill
London EC3V 3ND
United Kingdom
By telephone: +44 20 3334 8029
By email: liability.management@vtbcapital.com
Attention: Global Head of Syndicate
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: Alexander Yangaev
Email: globalports@lucid-is.com
OFFER AND DISTRIBUTION RESTRICTIONS
THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION.
United States
The Offers are 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 or to any U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended) (each a "U.S. Person"). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 a U.S. Person and the Notes cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by 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 holder of Notes participating in an Offer will represent that it is not a U.S. Person, is not located in the United States and is not participating in such 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 such Offer from the United States and who is not a U.S. Person. 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.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 (the "FSMA"). 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); (2) persons who fall within Article 43(2) of the FPO; or (3) any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which the Tender Offer Memorandum relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.
France
The Offers are 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 Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
Italy
None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer 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.
The Offers are being carried out in the Republic of Italy as exempted offers 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.
Noteholders, can tender some or all of their Notes pursuant to the Offers 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. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 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 or the Offers.
Russia
This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia to or for the benefit of any Russian person or entity, and do not constitute an advertisement or offering of any securities in Russia within the meaning of Russian securities laws. Unless the relevant Notes are admitted to the public circulation in Russia, information contained in this announcement, the Tender Offer Memorandum or any other document or material relating to the Offers is not intended for any persons in Russia who are not "qualified investors" within the meaning of Article 51.2 of the Federal Law No. 39-FZ "On the Securities Market" dated 22 April 1996, as amended ("Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs.
Ireland
This announcement and the Tender Offer Memorandum will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014 (as amended), the Central Bank Acts 1942-2015 (as amended) and the European Union (Markets in Financial Instruments) Regulation 2017, including, without limitation, Regulation 5 thereof or any applicable provisions of Irish law.
General
Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers 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 an Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
This announcement may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014.