REG - Atlas Copco AB - Announcement of Tender Offer

Atlas Copco ABAnnouncement

28/01/2022 09:00

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RNS Number : 9784Z  Atlas Copco AB  28 January 2022

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) 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 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 OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY
U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE
OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Atlas Copco AB announces Tender Offer for its €500,000,000 2.500 per cent.
Notes due 28 February 2023

28 January 2022. Atlas Copco AB (the Company) announces today its invitation
to holders of the outstanding €500,000,000 2.500 per cent. Notes due 28
February 2023 (ISIN: XS0896144655) (the Notes), issued by the Company, to
tender any and all of their Notes for purchase by the Company, for cash
subject to satisfaction or waiver of the New Financing Condition (as defined
below) and the other conditions described in the Tender Offer Memorandum (as
defined below) (such invitation the Offer).  The Offer is being made on the
terms and subject to the conditions contained in the tender offer memorandum
dated 28 January 2022 (the Tender Offer Memorandum) prepared by the Company,
and is subject to the offer and distribution restrictions set out below and as
more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to the offer and
distribution restrictions) available from the Tender Agent as set out below.
Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.

Summary of the Offer

A summary of certain of the terms of the Offer appear below:

 Description of the Notes                                   ISIN/ Common Code         Outstanding Nominal Amount  Purchase Yield*  Amount subject to the Offer
 €500,000,000 2.500 per cent. Notes due 28 February 2023    XS0896144655 / 089614465  €500,000,000                -0.45 per cent.  Any and all

* For information purposes only, the Purchase Price will, when determined in
the manner described herein and in the Tender Offer Memorandum on the basis of
a yield to the maturity date of the Notes (being 28 February 2023) and a
Settlement Date of 8 February 2022, be 103.126 per cent. Should the Settlement
Date in respect of the Notes accepted for purchase pursuant to the Offer
differ from 8 February 2022, the Purchase Price will be recalculated, all as
further described herein and in the Tender Offer Memorandum.

Rationale for the Offer

The Offer is being made (subject to the New Financing Condition) as part of
the Company's ongoing prudent management of its liabilities to enable it to
proactively manage its refinancing requirements.

Purchase Price and Accrued Interest

In respect of any Notes validly tendered and accepted by the Company for
purchase pursuant to the Offer, the Company will pay a price (the Purchase
Price) to be determined in the manner described in the Tender Offer Memorandum
by reference to a fixed purchase yield (the Purchase Yield) of -0.45 per cent.

The Purchase Price will be determined in accordance with market convention and
expressed as a percentage of the nominal amount of the Notes (rounded to the
nearest 0.001 per cent., with 0.0005 being rounded upwards), and is intended
to reflect a yield to the maturity date of the Notes (being 28 February 2023)
on the Settlement Date based on the Purchase Yield.

The Company will also pay an Accrued Interest Payment in respect of Notes
accepted for purchase pursuant to the Offer.

New Financing Condition

Atlas Copco Finance DAC (the Issuer), a subsidiary of the Company announced on
28 January 2022 its intention to issue a new series of euro-denominated fixed
rate notes (the New Notes) guaranteed by the Company pursuant to their
U.S.$.3,000,000,000 Euro Medium Term Note Programme (the Programme) subject to
market conditions, the proceeds of which will be used, in whole or in part, to
finance the Offer.  Whether the Company will accept for purchase Notes
validly tendered in the Offer is subject (unless such condition is waived by
the Company in its sole and absolute discretion), without limitation, to the
successful completion (in the sole determination of the Company) of the issue
of the New Notes (the New Financing Condition).

Even if the New Financing Condition is satisfied (or waived), the Company is
not under any obligation to accept for purchase any Notes validly tendered
pursuant to the Offer.  The acceptance for purchase by the Company of Notes
validly tendered pursuant to the Offer is at the sole and absolute discretion
of the Company and tenders may be rejected by the Company for any reason.

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in (i) the base prospectus dated 23 July
2021 as supplemented on 26 January 2022 (as so supplemented, the Base
Prospectus) prepared in connection with the Programme; and (ii) the final
terms to be prepared in connection with the New Notes (the Final Terms), and
no reliance is to be placed on any representations other than those contained
in the Base Prospectus.

Allocation of the New Notes

The Issuer will, in connection with the allocation of the proposed issue of
New Notes by or on behalf of the Issuer, consider among other factors whether
or not the relevant Noteholder seeking an allocation of the New Notes has
validly tendered, or indicated a firm intention to the Company or any Dealer
Manager to tender, their Notes pursuant to the Offer, and, if so, the
aggregate principal amount of the Notes validly tendered or intended to be
tendered by such Noteholder. When considering allocation of the New Notes, the
Issuer may give preference to those Noteholders who, prior to such allocation,
have validly tendered or indicated their firm intention to the Company or to
any Dealer Manager to tender their Notes pursuant to the Offer and subscribe
for New Notes. Any allocation of the New Notes will be applicable up to the
aggregate nominal amount of Notes tendered or firmly indicated to be tendered
pursuant to the Offer. However, the Issuer is not obliged to allocate the New
Notes to a Noteholder who has validly tendered or indicated a firm intention
to tender the Notes pursuant to the Offer. Any allocation of the New Notes,
while being considered by the Issuer as set out above, will be made in
accordance with customary new issue allocation processes and procedures and,
if New Notes are allocated, the principal amount thereof may be less or more
than the principal amount of Notes tendered by such Noteholder and accepted by
the Company pursuant to the Offer. In the event that a Noteholder validly
tenders Notes pursuant to the Offer, such Notes will remain subject to such
tender and the conditions of the Offer as set out in the Tender Offer
Memorandum irrespective of whether that Noteholder receives all, part or none
of any allocation of New Notes for which it has applied.

A Noteholder wishing for its Tender Instruction or its intention to tender
Notes to be taken into account in the allocation process for the New Notes
should contact a Dealer Manager (in its capacity as a joint lead manager of
the issue of the New Notes) in accordance with the standard new issue
procedure of such joint lead manager. The pricing of the New Notes may take
place prior to the Expiration Deadline and, as such, Noteholders are advised
to contact any of the Dealer Managers as soon as possible in order for this to
be taken into account as part of the New Notes allocation process.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
Accrued Interest Payment pursuant to, the Offer, 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 by
4.00 p.m. (London time) on 3 February 2022 (the Expiration Deadline).  Tender
Instructions will be irrevocable except in the limited circumstances described
in the Tender Offer Memorandum.

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, the Offer by the
deadlines specified in the Tender Offer Memorandum.  The deadlines set by any
such intermediary and each Clearing System for the submission and withdrawal
of Tender Instructions will be earlier than the relevant deadlines specified
in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of no less than €100,000, being the minimum denomination of the
Notes, and may be submitted in integral multiples of €1,000 thereafter.

Indicative Timetable for the Offer

 Events                                                                               Times and Dates

                                                                                      (All times are London time)
 Commencement of the Offer
 Announcement of the Offer and the intention of the Issuer to issue the New           Friday, 28 January 2022
 Notes, subject to market conditions.

 Tender Offer Memorandum available from the Tender Agent.
 Pricing of the New Notes
 Expected pricing of the New Notes                                                    Prior to the Expiration Deadline
 Expiration Deadline
 Final deadline for receipt of valid Tender Instructions by the Tender Agent in       4.00 p.m. on
 order for Noteholders to be able to participate in the Offer.

                                                                                      Thursday, 3 February 2022
 Announcement of Acceptance and Results of the Offer
 Announcement of whether the Company will accept (subject to satisfaction or          As soon as reasonably practicable on Friday, 4 February 2022
 waiver of the New Financing Condition on or prior to the Settlement Date)
 valid tenders of Notes pursuant to the Offer and, if so accepted, (i) the
 aggregate nominal amount of Notes validly tendered pursuant to the Offer and
 accepted for purchase, (ii) the aggregate nominal amount of the Notes that
 will remain outstanding after the Settlement Date (if any), (iii) the Purchase
 Price and (iv) the Accrued Interest.
 Settlement Date
 Subject to the satisfaction or waiver of the New Financing Condition on or           Tuesday, 8 February 2022
 prior to the Settlement Date, expected Settlement Date for the Offer. Payment
 by the Company of the Purchase Price and Accrued Interest Payment in respect
 of the Notes accepted for purchase in the Offer.

The Company may, in its sole discretion, extend, re-open, amend, waive any
condition of or terminate the Offer at any time (subject to applicable law and
as provided in the Tender Offer Memorandum) and the above times and dates are
subject to the right of the Company to so extend, re-open, amend, waive any
condition of or terminate the Offer.

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, the Offer by the
deadlines set out above.  The deadlines set by any such intermediary and each
Clearing System for the submission or withdrawal of Tender Instructions will
be earlier than the relevant deadlines set out above and in the Tender Offer
Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be
made (i) by publication on the website of the London Stock Exchange
(https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html)
and (ii) by the delivery of notices to the Clearing Systems for communication
to Direct Participants.  Such announcements may also be made on the relevant
Reuters Insider Screen and/or by the issue of a press release to a Notifying
News Service.  Copies of all such announcements, press releases and notices
can also be obtained upon request from the Tender Agent, the contact details
for which are below.  Significant delays may be experienced where notices are
delivered to the Clearing Systems and Noteholders are urged to contact the
Tender Agent for the relevant announcements during the course of the Offer.
In addition, Noteholders may contact any of the Dealer Managers for
information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offer.

BNP Paribas and Skandinaviska Enskilda Banken AB (publ) are acting as Dealer
Managers for the Offer and Lucid Issuer Services Limited is acting as Tender
Agent.

Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers.

 The Dealer Managers

 BNP Paribas                                  Skandinaviska Enskilda Banken AB (publ)

 16, boulevard des Italiens                   Kungsträdgårdsgatan 8

 75009 Paris                                  SE-106 40 Stockholm

 France                                       Sweden

 Telephone: +33 1 55 77 78 94                 Telephone: +46 8 506 231 31

 Email: liability.management@bnpparibas.com   Email: liabilitymanagementdcm@seb.se

  Attention: Liability Management Group       Attention: Liability Management

Questions and requests for assistance in connection with the delivery of
Tender Instructions may be directed to the Tender Agent.

 The Tender Agent

 Lucid Issuer Services Limited

 The Shard

 32 London Bridge Street

 London SE1 9SG

 United Kingdom

 Telephone +44 20 7704 0880

 Attention: Owen Morris

 Email: atlascopco@lucid-is.com (mailto:atlascopco@lucid-is.com)

 Website: https://deals.lucid-is.com/atlascopco
 (https://deals.lucid-is.com/atlascopco)

This announcement is released by the Company 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 described above. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Daniel Althoff, Vice President: Investor Relations at
the Company on 28 January 2022 at approximately 9.30 a.m. (CET).

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum.  This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer.  If any Noteholder is in any doubt as to the
action it should take, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent financial,
tax or legal 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 tender such Notes pursuant to the
Offer. None of the Company, the Dealer Managers or the Tender Agent (or their
respective directors, employees or affiliates) makes any recommendation as to
whether Noteholders should tender Notes pursuant to the Offer or is providing
Noteholders with any legal, business, tax or other advice in this announcement
or the Tender Offer Memorandum.

The New Notes are not being, and will not be, offered or sold in the United
States. Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Notes in the United States or any other jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities.

Compliance information for the New Notes: UK MiFIR professionals/ECPs-only/No
UK PRIIPs KID - eligible counterparties and professional clients only (all
distribution channels). No sales to UK retail investors; no key information
document has been or will be prepared. EU MiFID II professionals/ECPs-only/No
EU PRIIPs KID - eligible counterparties and professional clients only (all
distribution channels). No sales to EEA retail investors; no key information
document has been or will be prepared. See the Base Prospectus and Final Terms
for further information.

OFFER AND DISTRIBUTION RESTRICTIONS

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 Company, the Dealer Managers and the Tender Agent to
inform themselves about, and to observe, any such restrictions.  Neither this
announcement nor the Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the Notes (and tenders of Notes in the Offer
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 the Offer to be made by a licensed
broker or dealer and any of the Dealer Managers or any of their respective
affiliates is such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made by the relevant Dealer Manager or such
affiliate, as the case may be, on behalf of the Company in such jurisdiction.

United States.  The Offer is 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 of 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. The Notes may not be tendered in the Offer by any
such use, means, instrumentality or facility from or within the United States
or by persons located or resident in the United States.  Accordingly, copies
of this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offer 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 Offer by any such use, means, instrumentality or facility or from or
within or by persons located or resident in the United States or by a U.S.
Person.  Any purported tender of Notes in the Offer 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, or by any person acting for the account or benefit of, a person
located in the United States or a U.S. Person or 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.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy
or sell, or a solicitation of an offer to sell or buy, any Notes or other
securities in the United States or to U.S. Persons. Securities may not be
offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the United States Securities
Act of 1933, as amended (the Securities Act). The New Notes and the guarantee
of the New Notes have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other jurisdiction of
the United States, and the New Notes may not be offered, sold or delivered,
directly or indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons.

Each Noteholder participating in the Offer will represent that it is not
located in the United States and is not participating in the 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 the Offer from the United States. For the purposes of this and the above
two paragraphs, 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.

Italy.  None of the Offer, this announcement, the Tender Offer Memorandum or
any other document or materials relating to the Offer have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  The
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. Noteholders or beneficial owners of the Notes that are resident
and/or located in Italy can tender Notes for purchase pursuant to the Offer
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. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with any other applicable laws
and regulations and with any requirements imposed by CONSOB and 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 Offer.

United Kingdom.  The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer 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.  Accordingly, this announcement, the Tender Offer
Memorandum and such documents and/or materials are not being distributed to,
and must not be passed on to, persons in the United Kingdom other than (i) to
those persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial
Promotion Order)), (ii) to those persons who are within Article 43 of the
Financial Promotion Order, or (iii) to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.

France.  The Offer is not being made, directly or indirectly, to the public
in the Republic of France (France).  This announcement, the Tender Offer
Memorandum and any other document or material relating to the Offer may be
distributed in France only to qualified investors (investisseurs qualifiés)
as defined in Article 2(e) of Regulation (EU) 2017/1129 and in accordance with
Articles L.411-1 and L.411-2 of the French Code monétaire et financier.
Neither this announcement, the Tender Offer Memorandum, nor any other such
offering material has been or will be submitted for clearance to nor approved
by the Autorité des marchés financiers.

 

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