REG - Compagnie St-Gobain - Tender offer for bonds
06/05/2022 09:45
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RNS Number : 6063K Compagnie de Saint-Gobain 06 May 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 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA
(the United States), OR TO PERSONS WHO ARE "U.S. PERSONS" AS DEFINED IN, AND
IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(each, a U.S. Person), OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
6 May 2022
COMPAGNIE DE SAINT-GOBAIN ANNOUNCES A TENDER OFFER TO PURCHASE NOTES FOR CASH
Compagnie de Saint-Gobain (the Offeror) has today launched an invitation to
holders of its outstanding GBP300,000,000 5.625 per cent. notes due November
2024 (ISIN: XS0274270817) (the Notes), to tender their Notes for purchase by
the Offeror for cash (the Offer). The Offer is being made on the terms and
subject to the conditions contained in the tender offer memorandum dated 6 May
2022 (the Tender Offer Memorandum) and as presented below and is subject to
the offer restrictions set out below and as more fully described in the Tender
Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer restrictions)
available from the Tender Agent as set out below. Capitalised terms used and
not otherwise defined in this announcement have the meanings given in the
Tender Offer Memorandum.
Description of the Notes Coupon ISIN / Outstanding Principal Amount Benchmark Security Purchase Spread
Common
Code
Notes 5.625 per cent. XS0274270817/ 027427081 GBP300,000,000 UKT 2.75 per cent. 7 September 2024 (ISIN: GB00BHBFH458) 65 bps
The Offer will expire at 5:00 p.m. (London time) on 13 May 2022 (the
Expiration Deadline) unless extended, re-opened or terminated by the Offeror
as provided in the Tender Offer Memorandum.
The Offeror is not under any obligation to accept for purchase any Notes
tendered pursuant to the Offer. The acceptance for purchase by the Offeror of
Notes tendered pursuant to the Offer is at the sole discretion of the Offeror
and tenders may be rejected by the Offeror for any reason.
Rationale for the Offer
The purpose of the Offer is to manage the Offeror's debt profile proactively
and provide liquidity for investors in the Notes.
Details of the Offer
The validly tendered Notes will be accepted for purchase in full by the
Offeror on an any and all basis. Purchases of Notes will not be pro-rated.
Purchase Price
The Offeror will, on the Tender Offer Settlement Date, pay for Notes accepted
by it for purchase pursuant to the Offer a price (the Purchase Price) to be
determined at or around 11:00 a.m. (London time) (the Pricing Time) on 16 May
2022 (the Pricing Date) in the manner further described in the Tender Offer
Memorandum.
The Purchase Price will be determined by the Offeror, after consultation with
the Dealer Manager, in accordance with market convention and expressed as a
percentage of the principal amount of the Notes (and rounded to the nearest
0.001 per cent. with 0.0005 per cent. being rounded upwards).
Specifically, the Purchase Price applicable to the Notes will equal (a) the
value of all remaining payments of principal and interest on the Notes up to
and including maturity, discounted to the Tender Offer Settlement Date at a
discount rate equal to the relevant Purchase Yield, minus (b) Accrued Interest
in respect of the Notes, in line with market convention.
Tender Instructions
In order to participate in the Offer, and be eligible to receive the Purchase
Price and the 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 the Expiration Deadline. See "Procedures for participating in the Offer" in
the Tender Offer Memorandum for further information.
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 will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.
Expected Timetable of Events
The following table sets out the expected dates and times of the key events
relating to the Offer. This is an indicative timetable and is subject to
change. All times are London time.
Date and time Number of Business Days from and including Launch Date Event
6 May 2022 Day 1 Launch Date
Announcement of Offer. Tender Offer Memorandum available (subject to the offer
and distribution restrictions set out in "Offer and Distribution Restrictions"
in the Tender Offer Memorandum) from the Tender Agent.
13 May 2022, 5:00 p.m. Day 6 Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in
order for Noteholders to be able to participate in the Offer.
At or around 11:00 a.m. (the Pricing Time) on 16 May 2022, or such other date Day 7 Pricing Date (T)
as the Offeror may determine (the Pricing Date)
Expected determination of each Purchase Yield and the Purchase Price.
As soon as reasonably practicable after the Pricing Time Announcement of whether the Offeror will accept valid tenders of Notes
pursuant to the Offer and, if so accepted, (i) the aggregate principal amount
of Notes accepted for purchase, (ii) the Purchase Yield, (iii) the Purchase
Spread, (iv) the Purchase Price, (v) the Accrued Interest and (vi) the Tender
Offer Settlement Date.
18 May 2022 Day 9 Expected Settlement Date of Tender (T+2)
Expected settlement date for the Offer.
The above dates and times are subject, where applicable, to the right of the
Offeror to extend, re-open, amend, and/or terminate the Offer. Noteholders are
advised to check with any bank, securities broker or other intermediary
through which they hold Notes whether such intermediary would require receipt
of instructions to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate in, the Offer
before the deadlines specified in the Tender Offer Memorandum. Noteholders are
advised to read carefully the Tender Offer Memorandum for full details of, and
information on the procedures for participating in the Offer.
Questions and requests for assistance in connection with (i) the Offer, may be
directed to the Dealer Manager, and (ii) the delivery of Tender Instructions,
may be directed to the Tender Agent, the contact details for both of which are
set out below.
This announcement is released by Compagnie de Saint-Gobain 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 as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
(UK MAR), encompassing information relating to the Offer described above. For
the purposes of UK MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Paul Thomson, Directeur Droit des
Financements of Compagnie de Saint-Gobain.
NatWest Markets N.V. (Telephone +33-173249880; Attention: Liability
Management; Email: liabilitymanagement@natwestmarkets.com) is acting as
Dealer Manager and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Thomas Choquet; Email: saintgobain@is.kroll.com) is acting as
Tender Agent.
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
adviser. Noteholders should consult with their own advisers as needed to
assist them in making an investment decision and to advise them whether they
are legally permitted to tender Notes pursuant to the Offer. Any individual or
company whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must contact such
entity if it wishes to tender Notes in the Offer. None of the Offeror, the
Dealer Manager, the Tender Agent, or any director, officer, employee, agent or
affiliate of any such person, is acting for any Noteholder, or will be
responsible to any Noteholder for providing any protections which would be
afforded to its clients or for providing advice in relation to the Offer, and
accordingly none of the Offeror, the Dealer Manager, the Tender Agent or any
director, officer, employee, agent or affiliate of any such person, makes any
recommendation whatsoever regarding this announcement, the Offer, or any
recommendation as to whether Noteholders should tender their Notes for
purchase pursuant to the Offer.
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 the
Offeror and the Dealer Manager to inform themselves about, and to observe, any
such restrictions. Nothing in this announcement or the Tender Offer Memorandum
or the electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell 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 the Dealer Manager or any of its affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be made by the
Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror
in such jurisdiction.
United States
The Offer has not been and will not be registered under the United States
Securities Act of 1933, as amended (the Securities Act) or with any securities
regulatory authority of any state or other jurisdiction of the United States
and the Notes may not be tendered in the Offer within the United States or to,
or for the account or benefit of, U.S. Persons except pursuant to an effective
registration statement under the Securities Act or an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act, in each case in accordance with any applicable securities laws of any
state of the United States. The Offer is not being made, and will not be made,
directly or indirectly in or into, or by use of the mail 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
or in transactions that are not "offshore transactions" (as defined in, and in
reliance on, Regulation S under the Securities Act (each, an Offshore
Transaction). 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 or by U.S. Persons.
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 any persons located or resident in the
United States or to any U.S. Persons. 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 or by a U.S. Person, by any person acting for or on the
account or benefit of any person located in the United States or 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 or for
a U.S. Person will be invalid and will not be accepted.
Each holder of Notes participating in the Offer will represent that either it
is not a U.S. Person and 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 that is located outside the United
States and is not a U.S. Person and is participating and giving instructions
to participate in the Offer in Offshore Transactions from outside 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.
United Kingdom
The communication of this announcement, Tender Offer Memorandum and any other
documents or materials relating to the Offer are 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 (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 Offeror or other persons within
Article 43 of the FSMA (Financial Promotion) Order 2005, as amended, and (2)
to any other persons to whom these documents and/or materials may lawfully be
communicated.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offer have been, or will be, submitted to, or
notified to, or approved by, the Belgian Financial Services and Markets
Authority (Autorité des services et marchés financiers/Autoriteit voor
Financiële Diensten en Markten) and, accordingly, the Offer may not be made
in Belgium by way of a public offering, as defined in Article 3 of the Belgian
Law of 1 April 2007 on takeover bids (loi relative aux offres publiques
d'acquisition/wet op de openbare overnamebiedingen), as amended or replaced
from time to time. Accordingly, the Offer may not be, and is not being,
advertised, and neither this announcement, the Tender Offer Memorandum nor any
brochure, any other material or document relating thereto (including any
memorandum, information circular, brochure or any similar document) may, have
or will be distributed, directly or indirectly, to any person located and/or
resident within Belgium, other than those who qualify as qualified investors
(investisseurs qualifiés/qekwalificeerde beleggers) within the meaning of
Article 2, e), of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017 on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated market, and
repealing Directive 2003/71/EC (the Prospectus Regulation) acting on their own
account. Accordingly, the information contained in this announcement or the
Tender Offer Memorandum or in any brochure or any other document or material
relating thereto may not be used for any other purpose, including for any
offering in Belgium, except as may otherwise be permitted by law, and shall
not be disclosed or distributed to any other person in Belgium.
France
This announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offer are only addressed to and are only directed at
qualified investors within the meaning of the Prospectus Regulation in France.
Each person in France who receives any communication in respect of the Offer
contemplated in this announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offer will be deemed to have
represented, warranted and agreed to and with the Dealer Manager and the
Offeror that it is a qualified investor within the meaning of Article 2(e) of
the Prospectus Regulation.
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 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. Accordingly, Noteholders or
beneficial owners of the Notes that are 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 the Republic of 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 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 and/or the Offer.
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