REG - Investor AB - Tender Offer <Origin Href="QuoteRef">INVEb.ST</Origin>

Investor ABAnnouncement

09/05/2017 09:35

RNS Number : 5916E
Investor AB
09 May 2017
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
9 May 2017
INVESTOR AB (PUBL) LAUNCHES CASH TENDER OFFER FOR ITS 300,000,000 3.25 PER CENT. FIXED RATE NOTES DUE 17 SEPTEMBER 2018 AND ITS SEK500,000,000 5.25 PER CENT. FIXED RATE NOTES DUE 4 SEPTEMBER 2019
INVESTOR AB (publ) (the "Company") has today invited Noteholders of its 300,000,000 3.25 per cent. Fixed Rate Notes due 17 September 2018 (ISIN: XS0542591580/ Common Code:054259158) (the "2018 Notes") and its SEK500,000,000 5.25 per cent. Fixed Rate Notes due 4 September 2019 (ISIN: XS0450035661/Common Code 045003566) (the "2019 Notes" and together with the 2018 Notes, the "Notes") to tender any and all of their Notes for purchase by the Company for cash (the "Offers") on the terms and conditions contained in the tender offer memorandum dated 9 May 2017 (the "Tender Offer Memorandum").
Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.
Description of the Notes
ISIN / Common Code
Outstanding Nominal Amount
Purchase Yield
Benchmark
Purchase Spread
300,000,000 3.25 per cent. Fixed Rate Notes due 17 September 2018 (the "2018 Notes")
XS0542591580/
054259158
300,000,000
-0.25 per cent. (the "Fixed Purchase Yield")
N/A
N/A
SEK500,000,000 5.25 per cent. Fixed Rate Notes due 4 September 2019 (the "2019Notes")
XS0450035661/ 045003566
SEK500,000,000
the sum of the Purchase Spread and the Interpolated Mid-Swap Rate
The Interpolated Mid-Swap Rate (as defined in the Tender Offer Memorandum)
+25 bps
RATIONALE FOR THE OFFERS
The purpose of the Offers is to pro-actively manage and optimise the Company's debt maturity profile. Notes repurchased by the Company pursuant to the Offers, will be cancelled and will not be re-issued or re-sold.
THE OFFERS
The Company will pay for Notes accepted by it for purchase pursuant to the Offers a price (expressed as a percentage of the nominal amount of the relevant Notes rounded to the third decimal place, with 0.0005 per cent. rounded upwards) to be determined by the Company in consultation with the Dealer Manager at the Pricing Time on the Pricing Date, which is expected to be at or about 11.00 a.m. (London time) on 16 May 2017 in the manner described in the Tender Offer Memorandum and in accordance with market convention. The Purchase Price will be the price which reflects the yield to maturity of the Notes on the Settlement Date equal to the Purchase Yield, which is:
(i) in respect of the 2018 Notes, the Fixed Purchase Yield of -0.25 per cent.; and
(ii) in respect of the 2019 Notes, the sum of the Purchase Spread of +25 bps and the Interpolated Mid-Swap Rate.
Specifically, the Purchase Price will be equal to (a) the value of all remaining payments of principal and interest on the Notes up to and including the scheduled maturity date of the Notes, discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) Accrued Interest.
The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.
PURCHASE OF NOTES
If the Company decides to accept for purchase valid tenders of Notes pursuant to the Offers, the Company will accept for purchase all Notes validly tendered pursuant to the Offers.
TENDER INSTRUCTIONS
In order to participate in, and be eligible to receive the Purchase Price and the Accrued Interest Payment pursuant to, the Offers, 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, which is 4.00 p.m. (London time) on 15 May 2017, unless extended, re-opened, amended or terminated as provided in the Tender Offer Memorandum. See "Procedures for Participating in the Offers" in the Tender Offer Memorandum. Tender Instructions will be irrevocable except in the limited circumstances described in "Amendment and Termination" in the Tender Offer Memorandum.
INDICATIVE TIMETABLE
The following table sets forth the expected dates and times of the key events relating to the Offers. The times and dates below are indicative only.
Event
Time and Date (All times are London time)
Commencement of the Offers:
Announcement of the Offers. Tender Offer Memorandum available from the Tender Agent.
9 May 2017
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 Offers.
4.00 p.m. on 15 May 2017
Pricing Date and Pricing Time:
Determination of each Purchase Price and, in respect of the 2019 Notes, the Purchase Yield and the Interpolated Mid-Swap Rate.
At or around 11.00 a.m. on 16 May 2017
Announcement of Results of the Offers and Pricing:
Announcement of whether the Company will accept valid tenders of Notes pursuant to the Offers and, if so accepted, for each Series of Notes:
(a) the Final Acceptance Amount;
(b) the Purchase Price and the Accrued Interest; and
(c) the Purchase Yield and, in respect of the 2019 Notes, the Interpolated Mid-Swap Rate.
As soon as reasonably practicable after the Pricing Time on the Pricing Date
Settlement Date:
Settlement of the tenders of Notes pursuant to the Offers and payment of the Purchase Price and Accrued Interest Payment in respect (in each case) of any Notes accepted for purchase.
Expected to be on 18 May 2017
The above times and dates are subject to the right of the Company to extend, re-open, amend, and/or terminate the Offers (subject to applicable law and as provided in the Tender Offer Memorandum).
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 Offers 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.
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.
ANNOUNCEMENTS
Unless stated otherwise, announcements in connection with the Offers will be made (i)by publication through RNS published via the London Stock Exchange and (ii) by the delivery of a notice to the Clearing Systems for communication to Direct Participants. Such announcements may also be found on the relevant Reuters International Insider Screen and be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers.
FURTHER INFORMATION
Skandinaviska Enskilda Banken AB (publ) has been appointed by the Company to act as Dealer Manager for the purposes of the Offers.
Lucid Issuer Services Limited has been appointed by the Company as Tender Agent for the purposes of the Offers.
The relevant contacts at the Company in relation to this announcement are Stefan Stern, Head of Corporate Relations, Sustainability and Communications; Telephone: +46 8 614 2058; Mobile: +46 70 636 7417 and Magnus Dalhammar, Head of Investor Relations; Telephone +46 8 614 2130; Mobile: +46 735 24 2130.
Requests for information in relation to the Offers should be directed to:
DEALER MANAGER
Skandinaviska Enskilda Banken AB (publ)
Kungstrdgrdsgatan 8
106 40 Stockholm
Sweden
Telephone: +46 8 506 23 189
Attention: Liability Management Group
Email: liabilitymanagement@seb.se
Requests for information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Offers should be directed to:
TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: + 44 20 7704 0880
Attention: Thomas Choquet
Email: investorab@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Offers. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offers. None of the Company, the Dealer Manager or the Tender Agent (or their respective directors, employees or affiliates) makes any recommendation as to whether Noteholders should tender Notes in the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitute an invitation to participate in the Offers 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 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 Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
United States
The Offers are 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. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communications. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended. Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offers 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. Any purported tender of Notes in any of the Offers 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 any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Notes participating in any of the Offers will represent that it is not located in the United States and is not participating in such Offers from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offers from the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
United Kingdom
The communication of this announcement and the Tender Offer Memorandum by the Company and any other documents or materials relating to the Offers is 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 Company or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
Belgium
The below applies only to the 2018 Notes.
Neither this announcement and the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorit des services et marches financiers / Autoriteit financile diensten en markten) and, accordingly, such Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement and the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account or (ii) in any circumstances set out in Article 6, 4 of the Belgian Takeover Law. This announcement and the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
Italy
None of the announcement and the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Societ e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Offers are being carried out in the Republic of 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 (the "Issuers' Regulation").
A holder of Notes located in the Republic of Italy can tender Notes 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. 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--vis its clients in connection with the Notes or the Offers.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement and the Tender Offer Memorandum nor any other documents or offering materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifis) acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code montaire et financier, are eligible to participate in the Offers. This announcement and the Tender Offer Memorandum has not been submitted to the clearance procedures (visa) of the Autorit des marchs financiers.
Sweden
This announcement and the Tender Offer Memorandum is not a prospectus approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the "SFSA") in accordance with the Swedish Financial Instruments Trading Act (Sw. Lag (1991:980) om handel med finansiella instrument) or an offer document approved by the SFSA in accordance with the Swedish Act on Takeover Bids (Sw.Lag (2006:451) om offentliga uppkpserbjudanden p aktiemarknaden) and the Swedish Financial Instruments Trading Act (Sw.Lag (1991:980) om handel med finansiella instrument), nor has it in any other way been approved or reviewed by the SFSA or any other authority, stock exchange or regulatory body.
General
Neither this announcement nor the Tender Offer Memorandum constitute 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 Company in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Offer will also be deemed to give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

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The company news service from the London Stock Exchange
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