REG - Atlas Copco AB - Tender Offer - Indicative Results Announcements

Atlas Copco ABAnnouncement

31/03/2025 09:30

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RNS Number : 9047C  Atlas Copco AB  31 March 2025

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, BUT NOT LIMITED TO, 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.

Atlas Copco AB announces indicative results of tender offer for its
€500,000,000 0.625 per cent. Notes due 30 August 2026

31 March 2025. Atlas Copco AB (the Company) announces the indicative results
of its invitation to holders of the outstanding €500,000,000 0.625 per cent.
Notes due 30 August 2026 (ISIN: XS1482736185) (the Notes), issued by the
Company, to tender their Notes for purchase by the Company for cash subject to
the satisfaction or waiver of the New Financing Condition and the other
conditions described in the Tender Offer Memorandum (as defined below) (such
invitation, the Offer). The Offer was announced on 24 March 2025 and was made
on the terms and subject to the conditions contained in the tender offer
memorandum dated 24 March 2025 (the Tender Offer Memorandum) prepared by the
Company.

Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 5.00 p.m. (CET) on 28 March 2025.

As at the Expiration Deadline, €182,138,000 in aggregate nominal amount of
Notes were validly tendered for purchase pursuant to the Offer.

The Company hereby informs Noteholders of the non-binding indicative results
of the Offer. Based on valid Tender Instructions received as at the Expiration
Deadline, the Company expects to set the Final Acceptance Amount, subject to
the satisfaction or waiver of the New Financing Condition on or prior to the
Settlement Date, at €182,138,000 in aggregate nominal amount of Notes with
no pro rata scaling applicable.

A summary of the indicative results of the Offer is set out below:

 

 Indicative Final Acceptance Amount  Indicative Scaling Factor
 €182,138,000                        Not Applicable (all valid tenders of Notes expected to be accepted in full)

The Offer remains subject to the conditions and restrictions set out in the
Tender Offer Memorandum. The Company is not under any obligation to accept any
tender of Notes for purchase pursuant to the Offer.

Tenders of Notes for purchase may be rejected in the sole and absolute
discretion of the Company for any reason and the Company is not under any
obligation to Noteholders to furnish any reason or justification for refusing
to accept a tender of Notes for purchase. In addition, the Company may, in its
sole and absolute discretion, extend, re-open, terminate, amend or waive any
of the terms and condition of the Offer at any time (subject to applicable law
and as provided in the Tender Offer Memorandum).

The Purchase Yield and Purchase Price is expected to be determined at or
around 12:00 p.m. (CEST) (the Pricing Time) today in the manner described in
the Tender Offer Memorandum.

The Company will announce as soon as reasonably practicable after the Pricing
Time whether it will accept (subject to the satisfaction or waiver of the New
Financing Condition on or prior to the Settlement Date) for purchase valid
tenders of Notes pursuant to the Offer and, if so accepted for purchase, (i)
the Final Acceptance Amount; (ii) the Purchase Yield; (iii) the Interpolated
Mid-Swap Rate; (iv) the Purchase Price; (v) details of any pro rata scaling
including the Scaling Factor; (vi) the Accrued Interest (expressed as a
percentage of the nominal amount of the Notes); and (vii) the aggregate
nominal amount of Notes that will remain outstanding following settlement of
the Offer.

Subject to the satisfaction or waiver of the New Financing Condition on or
prior to such date, the Settlement Date is expected to be 2 April 2025.

Notes repurchased by the Company pursuant to the Offer will be immediately
cancelled and will not be reissued or re-sold. Notes which have not been
validly tendered and accepted for purchase pursuant to the Offer will remain
outstanding after the Settlement Date.

The Offer has now expired and no further Notes can be tendered for purchase.

Full details concerning the Offer are set out in the Tender Offer Memorandum.

 

 The Dealer Managers

  Citigroup Global Markets Europe AG          Skandinaviska Enskilda Banken AB (publ)
  Börsenplatz 9                               Kungsträdgårdsgatan

 60313 Frankfurt am Main                      8106 40 Stockholm

 Germany                                      Sweden

 Telephone: +44 20 7986 8969                  Telephone: +44 7818 426149

Email: liabilitymanagement.europe@citi.com

                                            Email: liabilitymanagementdcm@seb.se
 Attention: Liability Management Group

                                              Attention: Liability Management

 

 The Tender Agent

 Citibank, N.A., London Branch

 Citigroup Centre

 Canada Square

 London E14 5LB

 United Kingdom

 Telephone: +44 (0)20 7508 3867

 Attention: Exchange Team

 Email: citiexchanges@citi.com

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 and
Kenneth Lagerborg, Group Treasurer at the Company on 31 March 2025.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. No offers or invitation to acquire any securities is being made
pursuant to this announcement. 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.

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