25 Jun 2008 09:30
25 June 2008
Thomas Cook Group plc
Planned issue of bonds
The following announcement has been issued today by Arcandor AG, which owns 52.8% of Thomas Cook Group plc:
"Arcandor intends to improve its financial flexibility - Issue of bonds exchangeable into shares of Thomas Cook Group plc planned.
"Essen, 25 June 2008. The Management Board of Arcandor AG ("Arcandor") resolved with the consent of the Supervisory Board to issue unsubordinated and unsecured exchangeable bonds into shares of Thomas Cook Group plc to be settled in cash and/or shares upon exchange at the election of Arcandor (the "Bonds").
"Arcandor plans to use the proceeds of the Bonds to enhance its financial flexibility for its continued growth strategy and for the refinancing of its existing credit facilities owed to a syndicate of banks, which syndicate includes also the Joint Lead Managers. Arcandor has arranged in the terms of the Bonds to keep the amount of holding in Thomas Cook Group plc. constant when repaying the Bonds.
"'The three core business units of Arcandor Group, Thomas Cook, Primondo and Karstadt report sound operational progress and we continue to swiftly develop them. We are therefore continuously evaluating strategic options for the consolidation of the markets in which these business units operate. In this context, the issue of the bonds contributes to our financial flexibility,' said Thomas Middelhoff, Chairman of the Management Board of Arcandor AG.
"The initial aggregate issue size is EUR 300[ million with an increase option of EUR 50
million. The maturity of the Bonds is five years. The Bonds will be issued and redeemed at maturity at 100% of their principal amount and are expected to pay a coupon of between 7.875% - 8.875% per annum payable annually in arrear. The coupon, together with the exchange price and the premium (which is expected to be 20% - 27% above a reference price of Thomas Cook Group plc shares), will be determined based on an accelerated bookbuilding process with ABN AMRO, Bayerische Landesbank and Dresdner Kleinwort acting as Joint Lead Managers and Joint Bookrunners. The final terms of the Bonds will be announced shortly after closing of the books (anticipated during the course of today).
"Arcandor will also enter into certain agreements with Dresdner Kleinwort in order to offset Arcandor's exposure in relation to the Bonds. These agreements include the purchase by Arcandor of call options relating to up to approximately 3.5% of Thomas Cook Group plc share capital. This may result in significant volumes of trading in Thomas Cook Group plc shares.
"25 June 2008 - Arcandor Aktiengesellschaft - For further information, please contact:
Arcandor AG Investor Relations Tel: +49 201 727 9817 D-45133 Essen www.arcandor.com SIN DE000A0N0N07 WKN A0N0N0 Stock Exchange: Freiverkehr Frankfurt.
'This press release is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of this press release and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this press release should inform themselves of and observe any such restrictions. This press release does not constitute an offer to sell or a solicitation of an offer to purchase
any securities in the United States. The securities referred to herein (including the Bonds
and the shares of Thomas Cook Group plc.) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state within the U.S., and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons, except pursuant to Regulation S under the Securities Act. This press release and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to United States persons or publications with a general circulation in the United States. No offering of the Bonds or Thomas Cook Group plc. Shares is being made in the United States. This press release is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this a press release or any of its contents.
"IR Contact: Arcandor AG Investor Relations
Detlef Neveling : Telefon: + 49 (0) 201 727 9816 Detlef.Neveling@arcandor.com
"Press Contact: Arcandor AG Corporate Communications
Jörg Howe : Telefon: +49 (0) 201 727 2538 Joerg.Howe@arcandor.com"
Ends