REG - Aroundtown SA - Tender Offer Indicative Results

CS SAAnnouncement

22/07/2020 09:10

RNS Number : 7458T
  
Aroundtown SA
  
22 July 2020
  
 

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 IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO PUBLISH OR DISTRIBUTE THIS DOCUMENT.
22 July 2020
Aroundtown SA announces the non-binding indicative results of its offers to the holders of its €600,000,000 (€210,500,000 outstanding) 1.5% Notes due 2022 and €550,000,000 (€151,000,000 outstanding) 2.125% Notes due 2023 to tender such Notes for purchase for cash.
Further to its announcements on 15 July 2020, Aroundtown SA (the "Company") hereby announces the non-binding indicative results of its offers to the holders of its (i) €600,000,000 1.5% Notes due 2022 with a principal amount outstanding of €210,500,000 (ISIN: XS1403685636) (the "2022 Notes") to tender the 2022 Notes for purchase by the Company for cash (the "2022 Offer") and (ii) €550,000,000 2.125% Notes due 2023 with a principal amount outstanding of €151,000,000 (ISIN: XS1532877757) (the "2023 Notes" and, together with the 2022 Notes, the "Notes") to tender the 2023 Notes for purchase by the Company for cash (the "2023 Offer" and, together with the 2022 Offer, the "Offers").
The Offers were announced on 15 July 2020 and were made subject to the terms and conditions set out in the tender offer memorandum dated 15 July 2020 (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.
Pricing in respect of the Offers will take place at or around 12:00 noon (CEST) (the "Pricing Time") on 22 July 2020 (the "Pricing Date") (subject to the right of the Company to extend, re-open, amend and/or terminate any offer). As soon as reasonably practicable after the Pricing Time on the Pricing Date, the Company will announce (i) whether it will accept valid tenders of Notes pursuant to the Offers and, if so accepted, (ii) the 2022 Final Acceptance Amount, (iii) the 2022 Interpolated Mid-Swap Rate, (iv) the 2022 Clearing Spread, (v) the 2022 Purchase Yield, (vi) the 2022 Purchase Price, (vii) any 2022 Scaling Factor, (viii) the 2023 Final Acceptance Amount, (ix) the 2023 Interpolated Mid-Swap Rate, (x) the 2023 Clearing Spread, (xi) the 2023 Purchase Yield, (xii) the 2023 Purchase Price and (xiii) any 2023 Scaling Factor.
Announcement of Indicative Results
2022 Offer
In the event that the Company decides to accept valid tenders of 2022 Notes pursuant to the 2022 Offer, the Company expects to accept €51,500,000 in aggregate principal amount of the 2022 Notes without scaling. 
Holders of the 2022 Notes should note that this is a non-binding indication of the level at which the Company expects to set the 2022 Final Acceptance Amount. 
The 2022 Clearing Spread is expected to be 55 bps.
2023 Offer
In the event that the Company decides to accept valid tenders of 2023 Notes pursuant to the 2023 Offer, the Company expects to accept €47,900,000 in aggregate principal amount of the 2023 Notes without scaling.
Holders of the 2023 Notes should note that this is a non-binding indication of the level at which the Company expects to set the 2023 Final Acceptance Amount. 
The 2023 Clearing Spread is expected to be 80 bps.
Final Results and Settlement
The final results of the Offers will be announced as soon as reasonably practicable after the Pricing Time on the Pricing Date.
The Settlement Date for the Offers is expected to be 24 July 2020.
Until the Company announces the final aggregate principal amount of each series of Notes accepted for purchase, no assurance can be given that any Notes validly tendered for purchase pursuant to the Offers will be accepted.
General
The complete terms and conditions of the Offers are set forth in the Tender Offer Memorandum.
Notes that are not successfully tendered for purchase pursuant to the relevant Offer will remain outstanding.
The Company might purchase further 2022 Notes or 2023 Notes in the open market or otherwise. If purchases (and corresponding cancellations) and/or redemptions have been effected in respect of 80 per cent or more in aggregate principal amount of the 2022 Notes or the 2023 Notes, the Company will have the option under the terms and conditions of the relevant Notes to redeem all outstanding 2022 Notes or 2023 Notes, as applicable, at their principal amount together with accrued but unpaid interest, if any.
Dealer Managers: Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: liabilitymanagement.europe@citi.com) and Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 8011; Attention: Liability Management Group) 
Tender Agent: Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Arlind Bytyqi; Email: aroundtown@lucid-is.com)
This announcement is made by the Company:
Aroundtown SA

40, Rue du Curé

L-1368 Luxembourg

Grand Duchy of Luxembourg
R.C.S Luxembourg B 217868
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. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. None of the Dealer Managers, the Tender Agent and the Company makes any recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Offers.
None of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Notes or the Offers contained in this announcement or in the Tender Offer Memorandum. None of the Company, the Dealer Managers, 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 Offers, and accordingly none of the Company, the Dealer Managers, the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, makes any recommendation as to whether Noteholders should tender Notes in the Offers. None of the Dealer Managers, the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Notes which is material in the context of the Offers and which is not otherwise publicly available.
Offer and distribution restrictions
Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offers 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 Offers 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 Offers shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions is restricted by law. Persons into whose possession this announcement or the Offers come are required by the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
 
 
 
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
 


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