REG - Swedish Match AB - Swedish Match Consent Solicitation Results

Philip Morris InternationalAnnouncement

28/07/2023 11:45

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RNS Number : 5691H  Swedish Match AB  28 July 2023

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S.
PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTEMPLATE AN OFFER OF, AN OFFER TO
PURCHASE, OR THE SOLICITATION OF AN OFFER TO SELL, SECURITIES IN THE UNITED
STATES OR ANY OTHER JURISDICTION. THE NOTES (AS DEFINED BELOW), AND THE
GUARANTEE THEREOF, HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES, AND THE NOTES, AND THE GUARANTEE THEREOF, MAY NOT BE
OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S OF THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

 

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 UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS
AMENDED).

 

28 July 2023

 

Announcement of the result of the consent solicitation
by

Swedish Match AB (publ)

to the Noteholders

with respect to the following Notes issued by Swedish Match AB (publ)

 Registered office: 118 85 Stockholm, Sweden

 

(the "Issuer")

 

 

 Description of Notes                                                            Aggregate Nominal Amount Outstanding  ISIN/Common Code

 USD 50,000,000 4.00 per cent. Fixed Rate Notes due 31 May 2028 (the "Series 34  USD 50,000,000                        XS0939505003 / 093950500
 Notes")
 SEK 250,000,000 Floating Rate Notes due October 2023 (the "Series 39 Notes")    SEK 250,000,000                       XS1400621030 / 140062103
 EUR 300,000,000 0.875 per cent. Fixed Rate Notes due 23 September 2024 (the     EUR 300,000,000                       XS1493333717 / 149333371
 "Series 40 Notes")
 EUR 300,000,000 1.20 per cent. Fixed Rate Notes due 10 November 2025 (the       EUR 300,000,000                       XS1715328768 / 171532876
 "Series 42 Notes")
 SEK 1,000,000,000 2.71 per cent. Fixed Rate Notes due 28 January 2026 (the      SEK 1,000,000,000                     XS1940966317 / 194096631
 "Series 48 Notes")
 EUR 300,000,000 0.875 per cent. Fixed Rate Notes due 26 February 2027 (the      EUR 300,000,000                       XS2125123039 / 212512303
 "Series 49 Notes")
 SEK 1,200,000,000 1.395 per cent. Fixed Rate Notes due 24 February 2026 (the    SEK 1,200,000,000                     XS2306815114 / 230681511
 "Series 50 Notes")
 SEK 300,000,000 2.19 per cent. Fixed Rate Notes due 12 April 2029 (the "Series  SEK 300,000,000                       XS2329603539 / 232960353
 51 Notes")

 

 

(each a "Series" and, together, the "Notes")

 

On 15 June 2023, the Issuer announced an invitation (the "Consent
Solicitation") to Eligible Noteholders to consent, by way of Extraordinary
Resolution at a meeting of the holders of the Notes, to modify certain terms
of the Agency Agreements and the Conditions in respect of each Series as more
fully described in the notice delivered to the relevant clearing systems on 15
June 2023 (the "Notice of Meeting").

 

At the meeting of the holders of the Notes (the "Meeting") convened by the
Notice of Meeting and held on 28 July 2023, the Extraordinary Resolution set
out in the Notice of Meeting was duly passed. The other Effectiveness
Conditions have also been satisfied. Accordingly, the Supplemental Agency
Agreement, the Amended and Restated Final Terms for each Series and the PMI
Guarantee referred to in the Extraordinary Resolution in the Notice of Meeting
have been executed, and the amendments referred to in the Extraordinary
Resolution in the Notice of Meeting (including, without limitation, the
granting of a guarantee by Philip Morris International Inc. in respect of the
Issuer's payment obligations under the Notes) have been implemented with
effect on and from, 28 July 2023.

 

Capitalised terms used in this announcement have the meanings ascribed to them
in the Notice of Meeting.

The solicitation agent ("Solicitation Agent") for the Consent Solicitation is:

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

 

Telephone: +44 20 7545 8011

Attention: Liability Management Group

The information and tabulation agent ("Information and Tabulation Agent") with respect to the Consent Solicitation is:

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London, SE1 9SG

United Kingdom

Telephone: +44 20 7704 0880

E-mail: swedishmatch@is.kroll.com

Attention: Owen Morris

Consent Website: https://deals.is.kroll.com/swedishmatch
(https://deals.is.kroll.com/swedishmatch)

 

A complete description of the terms and conditions of the Consent Solicitation
is set out in the consent solicitation memorandum dated 15 June 2023 (the
"Consent Solicitation Memorandum").

Eligible Noteholders who delivered a valid Consent Instruction in favour of
the Extraordinary Resolution that was received by the Information and
Tabulation Agent at or prior to 4.00 p.m. (London time) on 10 July 2023 in
accordance with the terms of the Consent Solicitation, who have not validly
withdrawn or revoked their Consent Instruction and who did not attend the
Meeting (other than via one or more representatives of the Information and
Tabulation Agent as such Eligible Noteholder's proxy in accordance with the
terms of the Consent Solicitation) will be entitled to receive the Consent Fee
and its payment is expected to be made no later than 4 August 2023.

Ineligible Noteholders who delivered a valid Ineligible Noteholder Instruction
that was received by the Information and Tabulation Agent at or prior to 4.00
p.m. (London Time) on 10 July 2023, who have not subsequently validly
withdrawn or revoked their Ineligible Noteholder Instruction in accordance
with the terms set out in the Notice of Meeting and who did not attend the
Meeting will be entitled to receive the Ineligible Noteholder Payment and its
payment is expected to be made no later than 4 August 2023.

This announcement is made by Swedish Match AB (publ) and contains information
that may have qualified as inside information for the purposes of Article 7(1)
of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic
law by virtue of the EUWA ("UK MAR"). For the purposes of UK MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK
domestic law by virtue of the EUWA (as amended from time to time), this
announcement is made by Anders Larsson, Chief Financial Officer of the Issuer.

LEI of Swedish Match AB (publ): 529900YVXCGNWAUYZG78

MiFID II professionals/ECPs only and UK MiFIR professionals/ECPs only -
Manufacturer target market (MiFID II product governance and UK MiFIR product
governance) is eligible counterparties and professional clients only (all
distribution channels).

DISCLAIMER

The distribution of this announcement and/or the Consent Solicitation
Memorandum in certain jurisdictions may be restricted by law, and persons into
whose possession this announcement and/or the Consent Solicitation Memorandum
comes are required to inform themselves about, and to observe, any such
restrictions. Nothing in this announcement constitutes or contemplates an
offer to buy or the solicitation of an offer to sell securities in the United
States or in any other jurisdiction.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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