REG - Atlas Copco AB - ATLAS COPCO AB ANNOUNCES CONSENT SOLICITATION <Origin Href="QuoteRef">ATCOa.ST</Origin>

Atlas Copco ABAnnouncement

23/05/2017 07:40

RNS Number : 9071F
Atlas Copco AB
23 May 2017
23 May 2017
ATLAS COPCO AB ANNOUNCES CONSENT SOLICITATION
ATLAS COPCO AB
(incorporated with limited liability in the Kingdom of Sweden with registered number 556014-2720)
Atlas Copco AB (the "Issuer") hereby announces an invitation to eligible holders of its outstanding notes listed in the table below (each a "Series" and together, the "Notes") to consider and, if thought fit, approve the Proposals, being a waiver in respect of certain terms and conditions (the "Conditions") of each Series of Notes and an amendment to the Conditions in connection with the potential division of the Issuer's businesses by means of an extraordinary resolution of Noteholders of each Series (the "Extraordinary Resolutions") all as further described in the consent solicitation memorandum dated 23 May 2017 prepared by the Issuer (the "Consent Solicitation Memorandum", and the invitation to eligible holders of the Notes set out therein, the "Consent Solicitation"). Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.
The Notes
Series
ISIN
Description
Outstanding principal amount
"2019 Notes"
XS0757310270
EUR500,000,000 2.625 per cent. fixed rate notes due March 2019
EUR500,000,000
"2023 Notes"
XS0896144655
EUR500,000,000 2.50 per cent. fixed rate
notes due February 2023
EUR500,000,000
"2026 Notes"
XS1482736185
EUR500,000,000 0.625 per cent. fixed rate notes due August 2026
EUR500,000,000
Background to the Consent Solicitation
On 16 January 2017, the Issuer announced that it would initiate work in order to propose to its Annual General Meeting expected to be held in April 2018 (the "Annual General Meeting 2018") to decide on a split of the current Atlas Copco corporate group (the "Group") into two companies, "Atlas Copco" and a new company to be named "Epiroc", and to distribute the shares in Epiroc to the shareholders of the Issuer (the "Transaction"). The Issuer would continue to be the parent company of the Atlas Copco group. The details of the Transaction have not yet been finalised and the Transaction remains subject to, inter alia, proposal by the Board of Directors to and approval by the Annual General Meeting 2018.
As part of the preparations for the proposal to the Issuer's Annual General Meeting 2018, the Issuer is seeking the consent of the Noteholders of each series of Notes to the matters set out in the relevant Extraordinary Resolution.
Pursuant to the relevant Conditions, an Event of Default would occur if "the Issuer or any of its respective Material Subsidiaries [as defined in the relevant Conditions] ceases or threatens to cease to carry on all or any substantial part of its business". The Issuer is, therefore, seeking to ensure that there is no possibility of such an Event of Default occurring or being deemed to occur in connection with or as a result of the potential Transaction, by obtaining the consent of the Noteholders of each series of Notes to the matters set out in the Extraordinary Resolutions.
Key Terms and Conditions of the Consent Solicitation
Proposed Amendments

The purpose of the Consent Solicitation is to invite Noteholders to consider and, if thought fit, approve the relevant Extraordinary Resolution which provides the Noteholders will
(i)waive any breach or proposed breach of the event of default under the relevant condition specified in the relevant Extraordinary Resolution in connection with or as a result of the potential Transaction or ceasing or being deemed to cease to carry on business with respect to the portions of its business that would be the subject of the Transaction; an
(ii)agree to amend the event of default under such condition to provide a specific exception in relation to the Transaction,
(together, the "Proposals"). 
The background to the Proposals is more fully described herein in the section entitled "Background to the Proposals" in the Consent Solicitation Memorandum.
Consent Fee
Pursuant to the Consent Solicitation, each Noteholder who is a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation, and from whom a valid Consent Instruction in favour of the relevant Extraordinary Resolution is received by the Tabulation Agent by 4.00 p.m. (London Time) on 7 June 2017 (as the same may be extended, the "Early Instruction Deadline") will be eligible to receive payment of an amount equal to 0.25 per cent. of the principal of the Notes that are the subject of such Consent Instruction (the "Consent Fee"). 
Noteholders may continue to submit Consent Instructions after the Early Instruction Deadline and up to the Expiration Deadline but such Noteholders will not be eligible to receive the Consent Fee in respect of those Consent Instructions.
Payment of the Consent Fee is conditional on the satisfaction or waiver of the Consent Condition. 
Consent Condition
The implementation of the Proposals will be conditional on the passing of the Extraordinary Resolutions (the "Consent Condition") unless waived. The Issuer will announce (i) the results of the Meetings and (ii) if the Extraordinary Resolutions have been passed as soon as reasonably practicable after the conclusion of the Meetings and following such satisfaction (or otherwise). Further information in relation to the Consent Solicitation is set out under "Further Terms of the Consent Solicitation" in the Consent Solicitation Memorandum.
Meetings
Notices (the "Notices") convening the Meetings to be held at the offices of White & Case LLP, 5 Old Broad St, London EC2N 1DW, United Kingdom (i) in respect of the 2019 Notes, at 10.00 a.m. (London Time); (ii) in respect of the 2023 Notes, at 10.15 a.m. (London Time); and (iii) in respect of the 2026 Notes, at 10.30 a.m. (London Time), in each case on 14 June 2017 have been given to Noteholders in accordance with the Conditions on the date of the Consent Solicitation Memorandum.
General
The Issuer may, at its option and in its sole discretion, extend, or waive the condition of, the Consent Solicitation at any time and may amend or terminate the Consent Solicitation at any time (subject in each case to applicable law and the Meeting Provisions and as provided in the Consent Solicitation Memorandum, and provided that no amendment may be made to the terms of the relevant Extraordinary Resolution). Details of any such extension, waiver, amendment or termination will be announced as provided in the Consent Solicitation Memorandum as promptly as practicable after the relevant decision is made.
Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation, which will depend, among other things, on timely receipt (and non-revocation) of instructions from the Noteholders of each Series, the rights of the Issuer (where applicable) to extend, waive any condition of, amend and/or terminate the Consent Solicitation (other than the terms of the Extraordinary Resolutions) as described in the Consent Solicitation Memorandum and the passing of the Extraordinary Resolutions at the initial Meetings. Accordingly, the actual timetable may differ significantly from the timetable below.
Event
Announcement of Consent Solicitation 
Announcement of Consent Solicitation and the Notices delivered to the Clearing Systems for communication to Direct Participants
The Consent Solicitation Memorandum and documents referred to under "General" in the Notices available from the Tabulation Agent and from the specified office of the Paying Agent
23 May 2017
Early Instruction Deadline
Deadline for receipt by the Tabulation Agent of valid Consent Instructions from Eligible Noteholders for such Noteholders to be eligible to receive the Consent Fee. Such Consent Instructions must be in favour of the relevant Extraordinary Resolution in order for the relevant Noteholder to be so eligible for the Consent Fee
4.00 p.m. (London Time) on 7 June 2017
Expiration Deadline
Final deadline for receipt by the Tabulation Agent of valid Consent Instructions from Noteholders for such Noteholders to be represented at the relevant Meeting
9.00 a.m. (London Time) on 12 June 2017
This will also be the deadline for making any other arrangements to attend or be represented or to vote at the relevant Meeting, however, Noteholders making such other arrangements or submitting Consent Instructions after the Early Instruction Deadline will not be eligible to receive the Consent Fee
Meetings
Meeting to be held at the offices of White & Case LLP, 5 Old Broad St, London EC2N 1DW, United Kingdom in respect of the 2019 Notes


Meeting to be held at the offices of White & Case LLP, 5 Old Broad St, London EC2N 1DW, United Kingdom in respect of the 2023 Notes


Meeting to be held at the offices of White & Case LLP, 5 Old Broad St, London EC2N 1DW, United Kingdom in respect of the 2026 Notes
10.00 a.m. (London Time) on 14 June 2017
10.15 a.m. (London Time) on 14 June 2017
10.30 a.m. (London Time) on 14 June 2017
Announcement of results of Meetings and satisfaction of Consent Conditions
Announcement of the results of the Meeting and, if each Extraordinary Resolution was passed, satisfaction of the Consent Condition
As soon as reasonably practicable after the conclusion of the Meetings

Payment Date and Implementation Date
Payment of the Consent Fee and the date on which the Proposals are implemented
Expected to be on or around 21 June 2017
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the Consent Solicitation and/or the Meetings by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Consent Instructions will be earlier than the relevant deadlines above.
Further Information
A complete description of the terms and conditions of the Consent Solicitation is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to eligible persons upon request from the Tabulation Agent.
Before making a decision with respect to the Consent Solicitation, Noteholders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the risk factors described in the section entitled "Certain Considerations relating to the Consent Solicitation".
Further details about the transaction can be obtained from:
The Solicitation Agents
Citigroup Global Markets Limited
Citigroup Centre, Canada Square
Canary Wharf London E14 5LB United Kingdom
Telephone:+44 20 7986 8969
E-mail: liabilitymanagement.europe@citi.com
Attention: Liability Management Group
Nordea Bank Danmark A/S
c/o Nordea Danmark
filial af Nordea Bank AB
(publ), Sverige
Strandgade 3
DK-401
Denmark
Telephone: +45 5547 4253
E-mail:NordeaLiabilityManagement@nordea.com
Attention: Nordea Liability Management
Tabulation Agent
Citibank, N.A., London Branch 6th Floor, Citigroup Centre
Canada Square, London E14 5LB United Kingdom
Telephone: +44 207 508 3867
Email: exchange.gats@citi.com
Attention: Exchange Team - Agency and Trust
Website: https://debtxportal.issuerservices.citigroup.com

The Issuer
Atlas Copco AB
Sickla Industrivg 19
SE-105 23 Stockholm
Sweden
Telephone: +46 8 743 8183
Email: ken.lagerborg@se.atlascopco.com
Attention: Ken Lagerborg, Vice President Atlas Copco Financial Solutions, Group Treasurer
Telephone: +46 8 743 8060
Email: ola.kinnander@se.atlascopco.com
Attention: Ola Kinnander, Media Relations Manager
The Solicitation Agents and the Tabulation Agent do not take responsibility for the contents of this announcement and none of the Issuer, the Solicitation Agents, the Tabulation Agent, or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Consent Solicitation. This announcement must be read in conjunction with the Consent Solicitation Memorandum. No offer to acquire any Notes is being made pursuant to this notice. This announcement and the Consent Solicitation Memorandum contain important information, which should be read carefully before any decision is made with respect to the Consent Solicitation. If any holder of the Notes is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.
Distribution Restrictions
This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in the Consent Solicitation in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer or invitation under applicable securities laws. The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by each of the Issuer, the Solicitation Agents and the Tabulation Agent to inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the Issuer, the Solicitation Agents or the Tabulation Agent in relation to the Consent Solicitation that would permit a public offering of securities.
Any materials relating to the Consent Solicitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offer or solicitation is not permitted by law. If a jurisdiction requires that the Consent Solicitation be made by a licensed broker or dealer and the Solicitation Agents or their affiliates are such licensed brokers or dealers in that jurisdiction, the Consent Solicitation shall be deemed to be made by the Solicitation Agents or such affiliates (as the case may be) on behalf of the Issuer in such jurisdiction.
United States
Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The 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 may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

This information is provided by RNS
The company news service from the London Stock Exchange
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