REG - Bidvest Group (UK) - Launch Announcement
16/10/2024 10:30
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RNS Number : 4194I Bidvest Group (UK) PLC (The) 16 October 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR
INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
October 16, 2024
THE BIDVEST GROUP (UK) PLC ANNOUNCES Offer to Purchase FOR CASH UP TO THE
MAXIMUM TENDER AMOUNT (AS DEFINED BELOW) IN AGGREGATE PRINCIPAL AMOUNT OF THE
OUTSTANDING 3.625% SENIOR NOTES DUE 2026
The Bidvest Group (UK) Plc (the "Issuer") hereby announces that it has
commenced a cash tender offer (the "Tender Offer") for up to $300,000,000 in
principal amount of its 3.625% Senior Notes Due 2026 ("Notes") which amount,
subject to applicable law, may be increased or decreased in the sole
discretion of the Issuer (such amount as may be increased or decreased, the
"Maximum Tender Amount"), upon the terms and subject to the conditions set
forth in a separately published offer to purchase (the "Offer to Purchase")
dated as of the date hereof (the "Tender Offer"), which is available, subject
to registration and eligibility confirmation, on the tender offer website
https://deals.is.kroll.com/bidvest (https://deals.is.kroll.com/bidvest)
(https://projects.morrowsodali.com/pumaenergy) . The Notes are guaranteed by
The Bidvest Group Limited. (the "Company"). Capitalized terms used herein but
not otherwise defined are as set forth in the Offer to Purchase.
The following table sets forth certain information relating to pricing for the
Tender Offer.
Title of the Notes ISIN / Common Code/CUSIP Outstanding Principal Amount Maximum Tender Amount((1)) Tender Offer Consideration (per $1,000) Early Tender Payment Total Early Tender Offer Consideration (per $1,000)((2))
(per $1,000)
3.625% Senior Notes due 2026 Reg S Global Note: $800,000,000 $300,000,000 $952.50 $30.00 $982.50
ISIN: XS2388496247/ Common Code: 238849624
144A Global Note:
ISIN: US88332EAA10 / Common Code: 239014089 / CUSIP: 88332EAA1
Note:
1. The Issuer reserves the right, but is under no obligation, to increase
or decrease the Maximum Tender Amount at any time, subject to compliance with
applicable law.
2. The Total Early Tender Offer Consideration consists of the Tender Offer
Consideration and the Early Tender Payment and excludes Accrued Interest (as
defined below) which will also be payable in respect of all Notes accepted for
purchase.
If at the Early Tender Deadline, the aggregate principal amount of Notes
validly tendered by Holders exceeds the Maximum Tender Amount, the Issuer will
not accept any Notes validly tendered by Holders after the Early Tender
Deadline. Acceptance of Notes tendered pursuant to the Tender Offer may be
subject to proration, as described herein.
The Tender Offer
The Tender Offer will expire at 5:00 p.m., New York Time ("NYT"), on 14
November 2024, unless extended or earlier terminated (such time and date, as
the same may be extended, the "Expiration Deadline"). Holders who tender their
Notes may not withdraw such Notes prior to the Expiration Deadline. To receive
the Total Early Tender Offer Consideration (as defined below), which includes
an early tender payment of $30.00 per $1,000 principal amount of the Notes
accepted for purchase pursuant to the Tender Offer (the "Early Tender
Payment"), Holders must validly tender their Notes prior to 5:00 p.m., NYT, on
29 October 2024, unless extended (such time, as the same may be extended, the
"Early Tender Deadline"). Holders who validly tender their Notes after the
Early Tender Deadline but at or prior to the Expiration Deadline will be
eligible to receive only the Tender Offer Consideration (as defined below).
The Total Early Tender Offer Consideration and the Tender Offer Consideration
does not include Accrued Interest (as defined below) and any additional
amounts.
Holders of Notes that are validly tendered at or prior to Early Tender
Deadline and accepted for purchase will receive an aggregate consideration of
$982.50 per $1,000 principal amount of Notes (the "Total Early Tender Offer
Consideration"), which comprises consideration of $952.50 per $1,000 principal
amount of Notes ("Tender Offer Consideration") plus the Early Tender Payment.
Holders of Notes that are validly tendered after the Early Tender Deadline but
at or prior to the Expiration Deadline and accepted for purchase will receive
only the Tender Offer Consideration, which does not include the Early Tender
Payment.
In addition to the Tender Offer Consideration or the Total Early Tender Offer
Consideration, as applicable, all Holders of Notes accepted for purchase will
also receive accrued and unpaid interest in cash, rounded to the nearest cent
with half a cent rounded upwards, on such $1,000 principal amount of their
Notes accepted for purchase, from the last interest payment date up to, but
not including, the relevant Settlement Date ("Accrued Interest").
The Issuer may, in its sole discretion, elect to pay the Total Early Tender
Offer Consideration after the Early Tender Deadline but before the Expiration
Deadline (the date of such payment, the "Early Settlement Date"). In such
event, the Issuer will only purchase, on the Early Settlement Date, such Notes
validly tendered at or prior to the Early Tender Deadline, subject to
proration (if any), as described herein. The applicable Total Early Tender
Offer Consideration will include the applicable Early Tender Payment will be
payable on the Early Settlement Date (if any) or the final settlement date (if
the Issuer elects not to have an Early Settlement Date) (the "Final Settlement
Date", and with the Early Settlement Date, each a "Settlement Date"). Notes
accepted for purchase pursuant to the Tender Offer will be paid through the
Clearing Systems, assuming that the Tender Offer is not extended or earlier
terminated, on the Early Settlement Date (which is currently expected to be
the third Business Day after the Early Tender Deadline) or on the Final
Settlement Date (which is currently expected to be the third Business Day
after the Expiration Deadline), as applicable.
Assuming that the Tender Offer is not extended or earlier terminated, it is
expected that 01 November, 2024 will be the Early Settlement Date and that 18
November, 2024, the third business day after the Expiration Time, will be the
Final Settlement Date. No tenders submitted after the Expiration Time will be
valid.
Notes may be subject to proration if the aggregate principal amount of Notes
validly tendered and not validly withdrawn exceeds the Maximum Tender Amount.
In the event any tendered Notes are not accepted for purchase due to
proration, they will be returned or credited to the Holder's account on the
relevant Settlement Date. Notes purchased pursuant to the Tender Offer will be
cancelled.
A separate Tender Instruction (as defined in the Offer to Purchase) must be
completed on behalf of each beneficial owner due to possible proration.
If the purchase of all Notes that are validly tendered at or prior to the
Early Tender Deadline would cause the Issuer to purchase an aggregate
principal amount of Notes in excess of the Maximum Tender Amount, then the
Tender Offer will be oversubscribed at the Early Tender Deadline, and, subject
to the Issuer's rights to amend the terms of the Tender Offer, the Issuer will
not accept for purchase any Notes tendered after the Early Tender Deadline. In
such case, the Issuer will accept for purchase (assuming satisfaction or
waiver of the Conditions of the Tender Offer) Notes tendered by Holders at or
prior to the Early Tender Deadline on a prorated basis using a single
proration factor such that the Issuer will not accept for purchase an
aggregate principal amount of Notes in excess of the Maximum Tender Amount. If
the Tender Offer is oversubscribed at the Early Tender Deadline, then the
Issuer will issue an announcement promptly after the Early Tender Deadline
stating that Notes tendered after the Early Tender Deadline will not be
purchased pursuant to the Tender Offer.
In each case, acceptance of Notes is subject to the terms and conditions set
forth in the Offer to Purchase, including limitations on the amount of Notes
subject to purchase and proration.
The Tender Offer is subject to the satisfaction or waiver of certain conditions, including, without limitation, the pricing of the New Financing Condition and the conditions set out in the Offer to Purchase. If any of the conditions are not satisfied, the Issuer will not be obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes and may terminate the Tender Offer, in each event subject to applicable laws. The Tender Offer is not conditioned on the tender of a minimum principal amount of Notes.
General
The Issuer's obligation to accept for purchase and to pay for the Notes in the
Tender Offer is subject to the satisfaction or waiver of the conditions to the
Tender Offer described in "Conditions of the Tender Offer" (the "Conditions").
The Tender Offer is conditioned upon, among other things, the drawing by the
Issuer of available amounts under the syndicated multicurrency revolving
credit facility agreement (the "Revolving Credit Facility"), between, amongst
others, the Issuer and the lenders name therein (the "RCF Drawdown"), the RCF
Drawdown being likely to be completed prior to the Early Tender Deadline and
the Issuer (in its sole discretion) being satisfied that it has received, or
will receive, by the relevant Settlement Date, an amount following the RCF
Drawdown sufficient to finance the payment by the Issuer of the Total Early
Tender Offer Consideration or Tender Offer Consideration (including Accrued
Interest and any additional amounts thereon), as applicable, with respect to
all Notes validly tendered and accepted for purchase pursuant to this Offer to
Purchase (the "New Financing Condition"). No assurances can be given that the
RCF Drawdown will be completed nor that the RCF Drawdown will be consummated
on the terms stated herein. Additional conditions to the Tender Offer are
described under "Conditions of the Tender Offer".
Indicative Timetable for the Tender Offer
Date Calendar Date Event
Launch Date 16 October 2024 Commencement of the Tender Offer.
Early Tender Deadline 5:00 p.m. NYT, on 29 October 2024, unless extended. The deadline for Holders to tender Notes to be eligible to receive the Total
Early Tender Offer Consideration, (in addition to Accrued Interest). If, at
the Early Tender Deadline, the aggregate principal amount of Notes validly
tendered by Holders exceeds the Maximum Tender Amount, the Issuer will not
accept any Notes validly tendered by Holders after the Early Tender Deadline.
Announcement of early tender results and proration factor (if any) 30 October 2024 Announcement of whether the Issuer will, subject to satisfaction of the New
Financing Condition, accept Notes for purchase pursuant to the Tender Offer,
and, if so:
(i) announcement of the aggregate principal amount of Notes
accepted for purchase;
(ii) announcement of the proration factor (if any);
(iii) announcement if the Issuer, in its sole discretion, elects
to proceed with the Early Settlement Date and indication of the Early
Settlement Date.
Early Settlement Date Should the Issuer elect to have an Early Settlement Date, a date promptly Subject to satisfaction of the New Financing Condition and the other
following the applicable Early Tender Deadline, expected to be 01 November Conditions to the Tender Offer, the date the Issuer will pay to the Clearing
2024 (but which may change without notice). Systems the Total Early Tender Offer Consideration, together with Accrued
Interest, in respect of all Notes validly tendered at or prior to the Early
Tender Deadline and accepted for purchase.
Expiration Deadline The Tender Offer will expire at 5:00 p.m., NYT, on 14 November 2024, unless The last time and date for Notes to be tendered pursuant to the Tender Offer.
extended or earlier terminated. The Issuer expects to issue an announcement promptly following the Expiration
Deadline announcing the amount of Notes to be accepted for purchase (if any),
subject to New Financing Condition, on the Final Settlement Date.
Final Settlement Date The Issuer expects the Final Settlement Date will occur on 18 November 2024, Subject to satisfaction of the relevant Conditions of the Tender Offer, the
unless the Tender Offer is extended or earlier terminated. date the Issuer will pay to the Clearing Systems the aggregate of Total Early
Tender Offer Consideration or the Tender Offer Consideration (as the case may
be) plus Accrued Interest in respect of Notes validly tendered and accepted
for purchase that have not been previously purchased.
The above times and dates are subject to the right of the Issuer, in its sole
discretion, to extend, re-open amend and/or terminate the Tender Offer
(subject to applicable law and as provided in the Offer to Purchase).
Beneficial owners of Notes 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 beneficial owner in
order for that beneficial owner to be able to participate in the Tender Offer
before the deadlines specified in the Offer to Purchase. The deadlines set by
any such intermediary and the clearing systems for the submission of tender
instructions may be earlier than the relevant deadlines specified above.
Noteholders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Tender Offer.
Further Information
Questions and requests for assistance in connection with the Tender Offer may
be directed to the Tender and Information Agent for the Tender Offer or the
Dealer Managers:
The Tender and Information Agent for the Tender Offer is:
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Attention: Jacek Kusion
Telephone: + 44 20 7704 0880
Email: bidvest@is.kroll.com (mailto:bidvest@is.kroll.com)
Tender Offer Website: https://deals.is.kroll.com/bidvest
(https://deals.is.kroll.com/bidvest)
The Dealer Managers for the Tender Offer are:
Goldman Sachs International HSBC Bank plc
Plumtree Court
25 Shoe Lane 8Canada Square
London EC4A 4AU London E14 5HQ
United Kingdom United Kingdom
Attention: Liability Management Group Attention: Liability Management, DCM
Email: liabilitymanagement.eu@gs.com
Email: lm_emea@hsbc.com
Telephone: +4420 7774 4836
Telephone:
Europe: +44 (0)20 7992 6237
United States: +1 (212) 525-5552 (Collect) /
+1 (888) HSBC-4LM (Toll Free)
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Attention: Liability Management, DCM
Email: lm_emea@hsbc.com
Telephone:
Europe: +44 (0)20 7992 6237
United States: +1 (212) 525-5552 (Collect) /
+1 (888) HSBC-4LM (Toll Free)
Each Holder is solely responsible for making its own independent appraisal of
all matters as such Holder deems appropriate (including those relating to the
Tender Offer) and each Holder must make its own decision as to whether to
tender any or all of its Notes for purchase pursuant to the Tender Offer.
None of the Offeror, the Dealer Managers, the Tender and Information Agent,
Citibank, N.A., London Branch as trustee (the "Trustee") or any of their
respective directors, officers, employees, agents or affiliates assumes any
responsibility for the accuracy or completeness of the information concerning
the Issuer, the Company, the Notes or the Tender Offer contained in this
announcement or in the Offer to Purchase. None of the Offeror, the Dealer
Managers, the Tender and Information Agent, the Trustee or any of their
respective directors, officers, employees, agents or affiliates is acting for
any Holder, or will be responsible to any Holder for providing any protections
which would be afforded to its clients or for providing advice in relation to
the Tender Offer, and accordingly none of the Offeror, the Dealer Managers,
the Tender and Information Agent or any of their respective directors,
officers, employees, agents or affiliates assumes any responsibility for any
failure by the Issuer or the Company to disclose information with regard to
themselves or the Notes which is material in the context of the Tender Offer
and which is not otherwise publicly available.
None of the Issuer, the Dealer Managers, the Information and Tabulation Agent,
the Company, the Trustee or any of their respective directors, officers,
employees, agents or affiliates make any representation or recommendation
whatsoever regarding the Tender Offer, or any recommendation as to whether
Holders should tender Notes in the Tender Offer.
Disclaimer
This announcement must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important information which
should be read carefully before any decision is made with respect to the
Tender Offer. If any Holder is in any doubt as to the contents of this
announcement or the Offer to Purchase or 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 stockbroker, bank manager,
solicitor, accountant or other independent financial, tax or legal adviser.
Offer and Distribution Restrictions
Neither this announcement nor the Offer to Purchase constitutes an invitation
to participate in the Tender Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or for there to
be such participation under applicable securities laws. The distribution of
this announcement and the Offer to Purchase in certain jurisdictions may be
restricted by law. Persons into whose possession either this announcement or
the Offer to Purchase comes are required by each of the Company, the Issuer,
the Trustee, the Dealer Managers and the Tender and Information Agent to
inform themselves about, and to observe, any such restrictions.
United Kingdom
The communication of this announcement and any other documents or materials
relating to the Tender Offer is not being made and such documents and/or
materials have not been approved by an authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000. 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 as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial
Promotion Order) or persons who are within Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise lawfully be made
under the Financial Promotion Order.
European Economic Area
The communication of this announcement and any other documents or materials
relating to the Tender Offer is not being made in any member state of the EEA,
other than to persons who are "qualified investors" as defined in the
Prospectus Regulation, or in other circumstances falling within Article 1(4)
of the Prospectus Regulation. This EEA selling restriction is in addition to
any other selling restrictions set out in this announcement or the Offer to
Purchase.
Italy
Neither this announcement, the Tender Offer, the Offer to Purchase or any
other document or materials relating to the Tender 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
Tender Offer is being carried out in Italy as exempted offers 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. Holders
or beneficial owners of the Notes that are located in Italy can tender Notes
for purchase in the Tender Offer through authorized 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. 16190 of 29 October 2007, 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 Tender Offer.
General
This announcement and the Offer to Purchase does not constitute an offer to
buy or the solicitation of an offer to sell Notes (and tenders of Notes in the
Tender Offer will not be accepted from Holders) in any circumstances in which
such offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Tender Offer to be made by a
licensed broker or dealer and any of the Dealer Managers or any of the Dealer
Managers' respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer
Manager or affiliates, as the case may be, on behalf of the Issuer in such
jurisdiction.
The Dealer Managers, the Tender and Information Agent (or their directors,
employees or affiliates), the Issuer and the Company make no representations
or recommendations whatsoever regarding this announcement, the Offer to
Purchase, the Tender Offer or whether or not Holders should participate in the
Tender Offer.
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