Last checked at 9 Mar 2018 09:01
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
9 March 2018
MHP S.E. ANNOUNCES INVITATION TO PURCHASE NOTES FOR CASH
MHP S.E. (the "Company") has today launched an invitation to the holders (the "Noteholders") of its U.S.$750,000,000 8.25% Notes due 2 April 2020 (the "Notes") to tender for purchase for cash any and all of the U.S.$495,600,000 aggregate principal amount of Notes outstanding, subject to the offer and distribution restrictions below, and upon the terms and subject to the conditions, including the Financing Condition and the Minimum Participation Condition (each as defined below), set forth in a tender offer memorandum dated 9 March 2018 (as it may be amended or supplemented from time to time, the "Tender Offer Memorandum") in accordance with the procedures described therein. The invitation to tender the Notes for purchase is referred to herein as the "Tender Offer". Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are available, subject to offer and distribution restrictions, on the Tender Offer Website: https://sites.dfkingltd.com/mhp
Description of the Notes | Regulation S Notes | Rule 144A Notes | Outstanding Principal Amount | Early Tender Offer Consideration | Tender Offer Consideration | Amount subject to the Tender Offer | Minimum Participation Condition1 |
Per U.S.$1,000 | Per U.S.$1,000 | ||||||
U.S.$750,000,000 8.25% Notes due 2 April 2020 | Common Code 091050617 / ISIN: USL6366MAC75 / CUSIP: L6366MAC7 | Common Code 078395079 / ISIN: US55302TAC99 / CUSIP: 55302TAC9 | U.S.$495,600,000 | U.S.$1,095 | U.S.$1,065 | Any and all | U.S.$247,800,000 |
1 The Company may, in its sole discretion, waive the Minimum Participation Condition. | |||||||
Rationale for the Tender Offer
The purpose of the Tender Offer is to proactively manage and lengthen the Company's debt maturity profile by refinancing a portion of the Notes with unsecured and unsubordinated notes to be issued by MHP Lux S.A., a wholly owned subsidiary of the Company incorporated in Luxembourg (the "New Notes"). The Company intends to deliver all Notes acquired pursuant to the Tender Offer to the Trustee for prompt cancellation.
Early Tender Deadline and Expiration Deadline
The Early Tender Deadline is 5.00 p.m. (New York City time) on 21 March 2018, unless such time and date is extended by the Company (such time and date, as the same may be extended, the "Early Tender Deadline").
The Tender Offer will finally expire at 11:59 p.m. (New York City time) on 6 April 2018, unless extended (such time and date, as the same may be extended, the "Expiration Deadline").
Cash to be Received for Tendered Notes
On the Early Payment Date, Noteholders that validly tender and do not validly withdraw their Notes at or prior to the Early Tender Deadline (provided such tender is received by the Information and Tender Agent at or prior to the Early Tender Deadline), if the Company accepts the tender of such Notes, will be paid (subject to the conditions described herein):
§ the Early Tender Offer Consideration; and
§ an amount in cash in U.S. dollars equal to accrued and unpaid interest, if any (the "Accrued Interest Amount") up to but excluding the Early Payment Date (rounded to the nearest cent, with U.S.$0.005 to be taken as a full cent).
On the Final Payment Date Noteholders that validly tender their Notes after the Early Tender Deadline but at or prior to the Expiration Deadline (provided such tender is received by the Information and Tender Agent at or prior to the Expiration Deadline), if the Company accepts the tender of such Notes, will be paid (subject to the conditions described herein):
§ the Tender Offer Consideration; and
§ an amount in cash in U.S. dollars equal to the Accrued Interest Amount up to but excluding the Final Payment Date (rounded to the nearest cent, with U.S.$0.005 to be taken as a full cent).
The calculations of the Early Tender Offer Consideration or the Tender Offer Consideration, as applicable, and the Accrued Interest Amount will be made by the Company and such calculations will be final and binding on all Noteholders, absent manifest error.
Acceptance of Tendered Notes
The Company proposes to accept for purchase at or prior to the Early Tender Deadline and the Expiration Deadline any and all validly tendered Notes tendered by each such deadlines. The Company reserves the right, in its sole and absolute discretion, not to purchase any Notes, subject to applicable law.
On the Early Results Announcement Date, the Company will announce whether the conditions, including the Financing Condition and the Minimum Participation Condition (each as defined below), to the Tender Offer are expected to be satisfied or waived and the aggregate principal amount of Notes tendered at or prior to the Early Tender Deadline. On the Final Results Announcement Date, the Company will announce the aggregate principal amount of Notes accepted for purchase and any other results of the Tender Offer.
Conditions to the Tender Offer
The Tender Offer is subject to, among other things (i) the settlement prior to the Payment Date of the issue by MHP Lux S.A. of the New Notes, in an amount which is satisfactory to the Company, in its sole discretion (the "Financing Condition") and (ii) the aggregate nominal amount of Notes validly tendered and not withdrawn prior to the Early Tender Deadline being equal to or greater than U.S.$247,800,000, being 50% of the aggregate principal amount of Notes outstanding on the date of the Tender Offer Memorandum (the "Minimum Participation Condition"). See "Tender Offer - Conditions to the Tender Offer" in the Tender Offer Memorandum for more information. The Company reserves the right to waive any of the conditions to the Offer, including the Minimum Participation Condition.
Notes that are not successfully tendered for purchase pursuant to the Tender Offer and the terms and conditions set out in the Tender Offer Memorandum will remain outstanding and will remain subject to the terms and conditions of such Notes.
Allocation of the New Notes
Subject to the conditions and on the terms set out in the Tender Offer Memorandum, Noteholders who wish to tender their Notes for cash and also subscribe for the New Notes may apply for an allocation identifier code (and submit such allocation identifier code in their ATOP or Electronic Instruction). The Company will review tender instructions and may request that MHP Lux S.A. give priority in connection with the allocation of New Notes to those investors tendering with the Allocation Identifier Codes whose instructions are received by the Information and Tender Agent prior to the Early Tender Deadline. However, no assurances can be given that any Noteholder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all. The Noteholder applying for the Allocation Identifier Code must disclose the identity of the beneficial holder of the relevant Notes. Allocation Identifier Codes will be supplied per beneficial holder.
Any allocations of the New Notes, while being considered by MHP Lux S.A. as set out above, will be made in accordance with customary new issue allocation processes and procedures. The ability to purchase New Notes and for the use of allocation identifier codes to be effective is subject to all applicable securities laws and regulations in force in any relevant jurisdiction. For full details regarding the allocation identifier codes, please refer to the Tender Offer Memorandum.
No Guaranteed Delivery
There are no guaranteed delivery procedures provided by the Company in connection with the Tender Offer. Beneficial owners of Notes that are held in the name of a custodian must contact such entity sufficiently in advance of the Early Tender Deadline or the Expiration Deadline, as applicable, if they wish to tender their Notes.
By blocking the relevant Notes in the relevant Clearing System (and in respect of Notes held through DTC, by submitting instructions through DTC's ATOP procedures), beneficial owners of Notes will be deemed to consent, in the case of a Direct Participant, to have such Clearing System provide details concerning its identity to the Information and Tender Agent.
Withdrawal Rights
Tenders of the Notes pursuant to the Tender Offer may be withdrawn or revoked at any time prior to the Early Tender Deadline. Noteholders wishing to exercise any such right of withdrawal should do so in accordance with the Clearing System procedures. Beneficial owners of Notes that are held through an intermediary are advised to check with such entity as to when it would require receipt of instructions to withdrawn electronic instructions or submissions of tenders in order to meet the above deadline. For the avoidance of doubt, any Noteholder who does not exercise any such right of revocation in the manner specified above, shall be deemed to have waived such right of revocation and its original electronic instruction or submission of tender will remain effective.
Tenders of Notes received after the Early Tender Deadline may not be withdrawn or revoked. Extensions of, amendments to, and waivers of the terms of the Tender Offer will not give rise to withdrawal or revocation rights unless the Company specifically states that withdrawal or revocation rights will apply in the announcement regarding the extension, amendment or waiver.
Expected Timetable of Events
The times and dates below are indicative only.
Date | Calendar Date and/or Time | Event |
Commencement Date | 9 March 2018 | Commencement and announcement of the Tender Offer on the terms and subject to the conditions set forth in the Tender Offer Memorandum. |
Early Tender Deadline | 5:00 p.m. (New York City time) on 21 March 2018, unless extended or the Tender Offer has been terminated or withdrawn | The latest time and date for Noteholders to validly tender their Notes in order to be eligible to receive the Early Tender Offer Consideration. This is also the latest time and date for a Noteholder to obtain an Allocation Identifier Code from any of the Joint Dealer Managers. If a broker, dealer, bank, custodian, trust company or other nominee or other intermediary holds Notes of any Noteholder, such intermediary may have earlier deadlines for accepting the Tender Offer at or prior to the Early Tender Deadline. Each Noteholder should promptly contact the broker, dealer, bank, custodian, trust company or other nominee that holds its Notes to determine its deadline or deadlines. |
Early Results Announcement Date | Expected on the day of the New Notes pricing | The Company will announce whether the conditions, including the Financing Condition and the Minimum Participation Condition, to the Tender Offer are expected to be satisfied or waived and the aggregate principal amount of Notes tendered at or prior to the Early Tender Deadline. |
Early Payment Date | Expected on or around 6 April 2018 | Subject to the satisfaction or waiver of the Financing Condition and the Minimum Participation Condition, the date the Noteholders will be paid the Early Tender Offer Consideration plus the Accrued Interest Amount in respect of all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. |
Expiration Deadline | 11:59 p.m. (New York City time) on 6 April 2018, unless extended or the Tender Offer has been terminated or withdrawn. In the case of an extension, the Expiration Deadline will be such other date and time as so extended | The last time for Noteholders to tender Notes pursuant to the Tender Offer (subject to such tender being validly received by the Information and Tender Agent before such time). If a broker, dealer, bank, custodian, trust company or other nominee or other intermediary holds Notes of any Noteholder, such intermediary may have earlier deadlines for accepting the Tender Offer at or prior to the Expiration Deadline. Each Noteholder should promptly contact the broker, dealer, bank, custodian, trust company or other nominee that holds its Notes to determine its deadline or deadlines. |
Final Results Announcement Date | On or around 9 April 2018 | The Company will announce the principal amount of Notes accepted for purchase and any other results of the Tender Offer and the aggregate principal amount of Notes that will remain outstanding following completion of the Tender Offer. |
Final Payment Date | A date promptly following the Expiration Deadline and is expected to be on or about 10 April 2018 | Subject to the satisfaction or waiver of the remaining conditions to the Tender Offer, the date the Noteholders will be paid the Tender Offer Consideration plus the Accrued Interest Amount in respect of all Notes validly tendered after the Early Tender Deadline but at or prior to the Expiration Deadline. |
The above times and dates are subject to the rights of the Company to extend, re-open, amend, waive in whole or in part any condition to, withdraw and/or terminate any or all of the Tender Offer (subject to applicable law and provided that no withdrawal or termination can be effected after Notes have been accepted for purchase on the Early Payment Date).
Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which they hold Notes to confirm whether such intermediary requires that it receives instructions for such Noteholder to participate in the Tender Offer before the deadlines specified above. The deadlines set by each Clearing System for the submission of Notes subject to the Tender Offer may be earlier than the relevant deadlines above.
For Further Information
A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Further details about the Tender Offer can be obtained from:
The Joint Dealer Managers
Requests for information in relation to the Tender Offer should be directed to:
ING Bank N.V., London Branch 8-20 Moorgate London EC2R 6DA United Kingdom Telephone: +31 20 563 8017 Email: liability.management@uk.ing.com Attention: Liability Management | J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Telephone: +44 20 7134 2468 E-mail: em_europe_lm@jpmorgan.com Attention: Liability Management | UBS Limited 5 Broadgate London EC2M 2QS United Kingdom Telephone: +44 20 7568 2133 Attention: Liability Management Group Email: ol-liabilitymanagement-eu@ubs.com |
The Information and Tender Agent
Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction or submission should be directed to the Information and Tender Agent.
Subject to the offer and distribution restrictions, the Tender Offer Memorandum and any further announcements and amendments related to the Tender Offer may be obtained from the Tender Offer Website maintained by the Information and Tender Agent: https://sites.dfkingltd.com/mhp
D.F. King Limited
Email: MHP@dfkingltd.comTender Offer Website: https://sites.dfkingltd.com/mhp
In London: 125 Wood Street London EC2V 7AN United Kingdom Telephone: +44 20 7920 9700
| In New York 48 Wall Street, 22nd Floor New York, New York 10005 United States Banks and Brokers call: +1 212 269 5550 All others call Toll-Free: +1 800 848 3405 By Facsimile Transmission (for Eligible Institutions only): +1 212 709 3328 For Confirmation: +1 212 269 5552 Attention: Andrew Beck | In Hong Kong Suite 1601, 16/F, Central Tower 28 Queen's Road Central Hong Kong Telephone: +852 3953 7230
|
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any notes is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Tender Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and 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 participate in the Tender Offer. None of the Company, the Joint Dealer Managers, the Information and Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Noteholders should participate in the Tender Offer.
This announcement does not constitute an offer of securities for sale in the United States. The securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act. There will be no public offer of the securities in the United States.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement, the Tender Offer Memorandum and any related documents do not constitute an offer to buy or a solicitation or an invitation to offer to sell Notes in any jurisdiction in which, or to or from any persons to or from whom, such solicitation or invitation is unlawful, and invitations for offers to sell will not be accepted from Noteholders located or resident in any jurisdiction in which such solicitation or offer is unlawful. In those jurisdictions where the securities or other laws require the Tender Offer to be made by a licensed broker or dealer, any actions in connection with the Tender Offer shall be deemed to be made on behalf of the Company by one or more registered brokers or dealers licensed under the laws of such jurisdiction.
In addition to the representations referred to below in respect of Cyprus, France, Italy and the United Kingdom, each Noteholder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the section of the Tender Offer Memorandum entitled "Procedures for Tendering Notes". Any tender of Notes for purchase pursuant to the Tender Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Company, the Joint Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender of Notes shall not be accepted.
Cyprus
The Tender Offer is not intended to be and must not be made directly or indirectly to the public in Cyprus by way of a public offering as defined in the Cyprus Public Offer and Prospectus Law, Law No. 114(I)/2005, as amended or replaced from time to time (the "Cyprus Prospectus Law").
This Announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer, as well as any disclosure statements or information therein relating to the Tender Offer will not be released, issued, published, communicated, advertised or disseminated to the public in Cyprus.
This Announcement, the Tender Offer Memorandum and all other documents and materials relating to the Tender Offer do not constitute investment advice or a recommendation under Cyprus law, nor do they constitute an offer or advertisement of securities in Cyprus, they are not intended to be and must not be distributed via information distribution channels or to the public in Cyprus.
Neither this Announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer (whether in its preliminary or final form) has been registered or is intended to be registered and has not been submitted or is intended to be submitted for approval to the Cyprus Securities and Exchange Commission ("CySEC").
The Tender Offer Memorandum and any other documents and materials relating to the Tender Offer may be distributed in Cyprus by a duly licensed investment firm established or operating through a branch in Cyprus or by a credit institution authorized under Directive 2013/36/EU (collectively, the "Authorised Intermediaries"), permitted and authorised to conduct such activities in Cyprus in accordance with the following enactments:
(a) the Investment Services and Activities and Regulated Markets Law, No. 144 (I) of 2007, as amended from time to time (the "2007 Investment Services Law");
(b) the Investment Services and Activities and Regulated Markets Law, No. 87(I)/2017, as amended from time to time (the " 2017 Investment Services Law");
(c) Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No. 648/2012 ("MiFIR"),
and only to professional clients in Cyprus as defined in the 2007 Investment Services Law and in the 2017 Investment Services Law.
Noteholders or beneficial owners of the Notes may tender their Notes in the Tender Offer through Authorised Intermediaries, permitted and authorised to conduct such activities in Cyprus in accordance and in compliance with the 2007 Investment Services Law, the 2017 Investment Services Law, MiFIR, the Cyprus Prospectus Law and other applicable laws and regulations or any other applicable requirements imposed by CySEC and any other competent authority in Cyprus.
This Announcement, the Tender Offer Memorandum and any other documents and materials relating to the Tender Offer may not be used for any invitation or solicitation purposes for or in connection with the sale, marketing, offering or acquisition of any securities in Cyprus in circumstances under which it is unlawful under Cyprus laws to make such an invitation or solicitation.
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). None of this announcement, the Tender Offer Memorandum nor any other document or material relating to the Tender Offer has 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) with the exception of individuals, acting for their own account, 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 Tender Offer.
None of this announcement, the Tender Offer Memorandum nor any other offering material relating to the Tender Offer has been or will be submitted for clearance to the Autorité des Marchés Financiers.
Italy
None of the Tender Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender 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 Tender 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 (the "Issuers' Regulation").
Noteholders or beneficial owners of the Notes may tender their Notes in the Tender Offer through authorised intermediaries (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 Tender Offer.
United Kingdom
The communication of this announcement, Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made by the Company, 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) those persons who are existing members or creditors of the Company or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (2) those holders being investment professionals and high net worth companies/undertakings each within the meaning of the Order, and (3) to any other persons to whom these documents and/or materials may lawfully be communicated.
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange