REG - Sindicatum Renewable - Announcement of Results of Offers
11/07/2022 14:45
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RNS Number : 0452S Sindicatum Renewable Energy Co. Ltd 11 July 2022
NOT FOR DISTRIBUTION IN OR INTO ANY JURISDICTION OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL
SINDICATUM RENEWABLE ENERGY PTE LTD (THE "ISSUER")
ANNOUNCEMENT OF RESULTS OF OFFERS
TO HOLDERS OF THE OUTSTANDING SERIES OF GUARANTEED GREEN BONDS
ISSUED BY IT AND UNCONDITIONALY AND IRREVOCABLY GUARANTEED BY
GUARANTCO LTD (THE "GUARANTOR") DETAILED IN THE TABLE BELOW:
Description of the Guaranteed Green Bonds ISIN / Common Code Amount Issued Amount Outstanding
₹951,100,000 8.6% Guaranteed Green Bonds due 2023, payable in U.S. Dollars XS1756110703 / ₹951,100,000 ₹951,100,000
(the "2023 Guaranteed Green Bonds")
175611070
₹1,585,300,000 9.35% Guaranteed Green Bonds due 2025, payable in U.S. XS1756110968 / ₹1,585,300,000 ₹1,585,300,000
Dollars (the "2025 Guaranteed Green Bonds")
175611096
₱1,060,200,000 7.4% Guaranteed Green Bonds due 2028, payable in U.S. Dollars XS1862894125 / ₱1,060,200,000 ₱1,060,200,000
(the "2028 Guaranteed Green Bonds", and, collectively with the 2023 Guaranteed
Green Bonds and the 2025 Guaranteed Green Bonds, the "Guaranteed Green Bonds") 186289412
11 July 2022 - On 29 June 2022, the Issuer invited holders of Guaranteed Green
Bonds (the "Holders"): (i) to tender, on the terms and subject to the
conditions set forth in the tender offer and consent solicitation memorandum
dated 29 June 2022 (the "Tender Offer and Consent Solicitation Memorandum"),
any or all of its outstanding Guaranteed Green Bonds for cash in U.S. Dollars
(the "Tender Offers"); and (ii) to concurrently consent to amend by
Extraordinary Resolution ("Extraordinary Resolution") the relevant terms and
conditions of each series of Guaranteed Green Bonds (the "Conditions") to,
inter alia, provide for mandatory early redemption of each such series of
Guaranteed Green Bonds (the "Proposals"), as set out in the notices of meeting
dated 29 June 2022 (the "Offers").
Capitalised terms used in this announcement but not defined herein have the
meaning given to them in the Tender Offer and Consent Solicitation Memorandum.
Results of the Offers
As of the Expiration Deadline, being 10:00 a.m. London time on 11 July 2022,
the Issuer had received valid Tender Instructions in respect of:
(i) ₹951,100,000 in principal amount of outstanding 2023
Guaranteed Green Bonds, representing 100% of the outstanding 2023 Guaranteed
Green Bonds (all such 2023 Guaranteed Green Bonds were tendered prior to the
Early Participation Deadline, being 4:00 p.m. London time on 6 July 2022);
(ii) ₹1,585,300,000 in principal amount of the outstanding 2025
Guaranteed Green Bonds, representing 100% of the outstanding 2025 Green Bonds
(all such 2025 Guaranteed Green Bonds were tendered after the Early
Participation Deadline but prior to the Expiration Deadline); and
(iii) ₱1,060,200,000 in principal amount of outstanding 2028 Guaranteed
Green Bonds, representing 100% of the outstanding 2028 Guaranteed Green
Bonds (all such 2028 Guaranteed Green Bonds were tendered prior to the Early
Participation Deadline).
Meetings and Settlement
As 100% of each Series of Guaranteed Green Bonds were tendered and not validly
withdrawn prior to the Expiration Deadline, the Issuer (with the consent of
the Guarantor) has determined to waive the Condition to the Offers requiring
the relevant Extraordinary Resolutions to be passed at the relevant Meetings
and the Issuer shall not proceed with implementation of the Proposals.
Subject to satisfaction of the other Conditions to the Offers, on the
Settlement Date, the Issuer intends to purchase 100% of the validly tendered
Guaranteed Green Bonds, comprising:
Guaranteed Green Bonds tendered prior to the Early Participation Deadline:
(i) ₹951,100,000 in principal amount (or 100%) of the outstanding
2023 Guaranteed Green Bonds, for the Total Consideration of ₹103,027 per
₹100,000, payable in U.S. Dollars (see below); and
(ii) ₱1,060,200,000 in principal amount (or 100%) of outstanding 2028
Guaranteed Green Bonds, for the Total Consideration of ₱105,713 per
₱100,000, payable in U.S. Dollars (see below),
in each case, together with Accrued Interest.
Guaranteed Green Bonds tendered after the Early Participation Deadline but
prior to the Expiration Deadline:
(iii) ₹1,585,300,000 in principal amount (or 100%) of the
outstanding 2025 Guaranteed Green Bonds, for the Tender Offer Consideration of
₹103,006 per ₹100,000, payable in U.S. Dollars (see below), together with
Accrued Interest.
The Settlement Date shall be 14 July 2022.
Calculation of U.S. Dollar Amounts
In accordance with the terms and conditions set out in the Tender Offer and
Consent Solicitation Memorandum, the Offers Calculation Agent has determined
that the relevant exchange rates to be applied to amounts payable in respect
of the Offers on the Settlement Date shall be the following:
(i) In respect of the 2023 Guaranteed Green Bonds and the 2025
Guaranteed Green Bonds, the Reference Rate is ₹79.332 = U.S.$1.00.
(ii) In respect of the 2028 Guaranteed Green Bonds, the Average
Market Rate is ₱54.9898 = U.S.$1.00.
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer and
Consent Solicitation Memorandum. This announcement and the Tender Offer and
Consent Solicitation 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 and Consent Solicitation Memorandum or the
action you should take, you are recommended to seek your own financial and
legal advice, including in respect of any tax consequences, immediately from
your stockbroker, bank manager, legal adviser, accountant or other independent
financial adviser. This announcement is for informational purposes only.
None of the Tender and Tabulation Agent, the Fiscal Agent, the Offers
Conversion Agent or the Guarantor (or their respective affiliates, directors,
officers, employees and agents) have separately verified the information
contained in the Tender Offer and Consent Solicitation Memorandum and none of
the Tender and Tabulation Agent, the Fiscal Agent, the Offers Conversion Agent
or the Guarantor, their affiliates or their respective directors, officers,
employees or agents makes any representations, warranties, undertakings or
recommendations whatsoever (express or implied) regarding the Tender Offer and
Consent Solicitation Memorandum or the Offers and none of such persons accepts
any liability or responsibility as to the accuracy or completeness of the
information contained in the Tender Offer and Consent Solicitation Memorandum
or any other information provided by the Issuer in connection with or in
relation to the Offers or any failure by the Issuer to disclose material
information with regard to the Issuer or the Offers.
The Tender and Tabulation Agent, the Agent, the Offers Conversion Agent and
the Guarantor (and their respective directors, employees or affiliates) make
no representations or recommendations whatsoever regarding this announcement,
the Tender Offer and Consent Solicitation Memorandum or the Offers. Each of
the Tender and Tabulation Agent and the Offers Conversion Agent is the agent
of the Issuer and owes no duty to any Holder.
This announcement is made by:
Sindicatum Renewable Energy Company Pte Ltd
3 Anson Road
#24-03A, Springleaf Tower
Singapore 079909
This announcement is made by Michael Boardman, Director, on behalf of
Sindicatum Renewable Energy Pte Ltd and constitutes a public disclosure of
inside information under Regulation (EU) 596/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018.
Questions and requests for assistance in connection with the delivery of
Tender Instructions and Voting Instructions may be directed to the Tender and
Tabulation Agent.
Kroll Issuer Services Limited
In London In Hong Kong
The Shard 3(rd) Floor, Three Pacific Place 1 Queen's Road East
32 London Bridge Street Admiralty
London SE1 9SG Hong Kong
United Kingdom
Telephone: +44 20 7704 0880 / +852 2281 0114
Attention: David Shilson / Mu-yen Lo
Email: sindicatum@is.kroll.com
Website: https://deals.is.kroll.com/sindicatum
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