REG - Nat. Central Cooling - Tender Offer

Standard CharteredAnnouncement

18/03/2024 08:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240318:nRSR2107Ha&default-theme=true

RNS Number : 2107H  National Central Cooling Co PJSC  18 March 2024

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS
INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF REGULATION (EU) NO
596/2014 AS IT FORMS PART OF THE UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR
INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA,
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 OF AMERICA AND THE DISTRICT OF COLUMBIA) OR TO
ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

18 March 2024

NATIONAL CENTRAL COOLING COMPANY PJSC ANNOUNCES A TENDER OFFER TO PURCHASE
EXISTING CERTIFICATES FOR CASH

National Central Cooling Company PJSC ("Tabreed") has today launched an
invitation to holders of Tabreed Sukuk SPC Limited's outstanding
U.S.$500,000,000 Trust Certificates due 2025 (ISIN: XS1843455103) (the
"Existing Certificates") to tender such Existing Certificates for purchase by
Tabreed for cash (such invitation being, the "Offer"), subject to the terms
and conditions of the Offer described in a tender offer memorandum dated 18
March 2024 (the "Tender Offer Memorandum").

The Offer is subject to the offer and distribution restrictions set out below
and as more fully described in the Tender Offer Memorandum. Copies of the
Tender Offer Memorandum are available, subject to registration and eligibility
confirmation, from the Tender Offer Website:
https://projects.morrowsodali.com/tabreed
(https://projects.morrowsodali.com/tabreed) . Capitalised terms used and not
otherwise defined in this announcement have the meanings given in the Tender
Offer Memorandum.

The Offer

 Description of Existing Certificates          ISIN          Aggregate Face Amount Outstanding  Purchase Price    Maximum Acceptance Amount

 U.S.$500,000,000 Trust Certificates due 2025  XS1843455103  U.S.$500,000,000(( 1  (#_ftn1) ))  101.00 per cent.  Subject as set out herein, U.S.$100,000,000 in aggregate face amount of the

                                                    Existing Certificates (as defined herein)

The offer commences on 18 March 2024 and will expire at 16:00 hours (London
time) on 27 March 2024 (the "Expiration Deadline") unless extended, re-opened,
withdrawn, amended or terminated at the sole and absolute discretion of
Tabreed. Tender Instructions, once submitted, may not be withdrawn except in
the limited circumstances outlined in the Tender Offer Memorandum under the
heading "Extension, Amendment and Termination".

Rationale for the Offer

The Offer is part of Tabreed's active management of its debt profile. The
purpose of the Offer is, inter alia, to optimise Tabreed's cost of funding and
its balance sheet whilst providing liquidity to investors.

Purchase Price and Due Periodic Distribution Amounts Payment

Subject to being offered for sale pursuant to the Offer and the Minimum
Denomination, the Purchase Price per U.S.$1,000 in aggregate face amount of
the Existing Certificates will be U.S.$1,010, which equals 101.00 per cent. of
the aggregate face amount of the Existing Certificates.

Tabreed will pay due and unpaid periodic distribution amounts in respect of
all Existing Certificates validly tendered and delivered and accepted for
purchase by Tabreed pursuant to the Offer, from, and including, the interest
payment date for the Existing Certificates immediately preceding the
Settlement Date to, but excluding, the Settlement Date.

Final Acceptance Amount and Scaling

If Tabreed decides to accept any validly tendered Existing Certificates for
purchase pursuant to the Offer, Tabreed proposes to accept for purchase
Existing Certificates up to a maximum face amount of U.S.$100,000,000 (the
"Maximum Acceptance Amount") on the terms and subject to the conditions
contained in the Tender Offer Memorandum. Tabreed reserves the right, in its
sole and absolute discretion, to accept for purchase an aggregate face amount
of Existing Certificates that is more or less than the Maximum Acceptance
Amount pursuant to the Offer (the final aggregate face amount of Existing
Certificates accepted for purchase pursuant to the Offer being the "Final
Acceptance Amount").

If Tabreed decides to accept for purchase valid tenders of Existing
Certificates pursuant to the Offer and the aggregate face amount of Existing
Certificates validly tendered pursuant to the Offer is greater than the Final
Acceptance Amount, Tabreed intends to accept such Existing Certificates for
purchase on a pro rata basis such that the aggregate face amount of Existing
Certificates accepted for purchase pursuant to the Offer is no greater than
the Final Acceptance Amount.

Tender Instructions

In order to participate in the Offer, a Certificateholder must validly tender
their Existing Certificates by delivering, or arranging to have delivered on
its behalf, a valid Tender Instruction that is received by the Tender and
Information Agent by the Expiration Deadline. See "Procedures for
Participating in the Offer" in the Tender Offer Memorandum for further
information.

A separate Tender Instruction must be submitted on behalf of each beneficial
owner of the Existing Certificates due to potential scaling.

Expected Timetable of Events

The times and dates below are indicative only.

 Date                                                Action
 18 March 2024                                       Commencement of the Offer
                                                     Offer announced by way of announcements via RNS, through the Clearing Systems
                                                     and the Tender Offer Website.
                                                     Tender Offer Memorandum is available from the Tender Offer Website, subject to
                                                     registration and eligibility confirmation.
 16:00 hours (London time) on 27 March 2024          Expiration Deadline

                                                     Deadline for receipt by the Tender and Information Agent of all valid Tender
                                                     Instructions in order for Certificateholders to be able to participate in the
                                                     Offer.
 As soon as reasonably practicable on 28 March 2024  Announcement of Result of the Offer

                                                     Announcement of Tabreed's decision of whether to accept valid tenders of
                                                     Existing Certificates for purchase pursuant to the Offer and, if so accepted,
                                                     details of:

                                                     (i)          the final aggregate face amount of the Existing
                                                     Certificates tendered;

                                                     (ii)         the Final Acceptance Amount; and

                                                     (iii)        the pro-ration factor for the Existing Certificates, if
                                                     applicable,

                                                     distributed by way of announcements via RNS, through the Clearing Systems and
                                                     the Tender Offer Website.
 2 April 2024                                        Settlement Date

                                                     The expected Settlement Date for the Offer. Payment of Purchase Consideration
                                                     and Due Periodic Distribution Amounts Payment in respect of the Offer.

Certificateholders are advised to check with any bank, securities broker or
other Intermediary through which they hold Existing Certificates when such
Intermediary would require to receive instructions from a Certificateholders
in order for that Certificateholders to be able to participate in, or (in the
limited circumstances in which revocation is permitted) revoke their
instruction to participate in, the Offer before the deadlines specified above.
The deadlines set by any such Intermediary and each Clearing System for the
submission of Tender Instructions will be earlier than the relevant deadlines
specified above.

For Further Information

A complete description of the terms and conditions of the Offer is set out in
the Tender Offer Memorandum. Any questions or requests for assistance in
connection with: (i) the Offer, may be directed to the Dealer Manager; and
(ii) the delivery of Tender Instructions or requests for additional copies of
the Tender Offer Memorandum, which may be obtained free of charge, may be
directed to the Tender and Information Agent, the contact details for each of
which are set out below.

Dealer Manager

Standard Chartered Bank

7th Floor Building One, Gate Precinct

Dubai International Financial Centre

P.O. Box 999

Dubai

United Arab Emirates

 

Telephone: +44 20 7885 5739 / +852 3983 8658 / +65 6557 8286

Attention: Liability Management Group

Email: Liability_Management@sc.com

 

Tender and Information Agent

 

Morrow Sodali Limited

 

In London

103 Wigmore Street

W1U 1QS, London, UK

Telephone: +44 20 4513 6933

 

In Hong Kong

29/F, No. 28 Stanley Street

Central, Hong Kong

Telephone: +852 2319 4130

 

Email: tabreed@investor.morrowsodali.com
(mailto:tabreed@investor.morrowsodali.com)

Tender Offer Website: https://projects.morrowsodali.com/tabreed
(https://projects.morrowsodali.com/tabreed)

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire or exchange any securities is
being made pursuant to this announcement. This announcement and the Tender
Offer Memorandum contain important information, which must be read carefully
before any decision is made with respect to the Offer. If any
Certificateholder is in any doubt as to the contents of the Tender Offer
Memorandum or the action it should take, it is recommended to seek its own
legal, tax, Shari'a and financial advice, including as to any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant, Shari'a adviser or other independent financial, tax or legal
adviser. Any individual or company whose Existing Certificates 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 Offer. None of
Tabreed, the Dealer Manager, the Tender and Information Agent or their
respective directors, officers, employees, agents or affiliates makes any
recommendation as to whether Certificateholders should tender any Existing
Certificates for cash and/or participate in the Offer and none of Tabreed, the
Dealer Manager or the Tender and Information Agent will have any liability or
responsibility in respect thereto.

This announcement is released by National Central Cooling Company PJSC and
contains information that qualified or may have qualified as inside
information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it
forms part of the United Kingdom domestic law by virtue of the EUWA ("MAR"),
encompassing information relating to the Offer described above. For the
purposes of MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055 as it forms part of the United Kingdom domestic law by virtue of the
EUWA, this announcement is made by Khalid Al Marzooqi, Chief Executive Officer
of National Central Cooling Company PJSC.

OFFER AND DISTRIBUTION RESTRICTIONS

United States

The Offer is not being made and will not be made, directly or indirectly, in
or into, or by use of the mails 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 or to, for the account or benefit
of, any U.S. Person. This includes but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and other forms
of electronic communication. The Existing Certificates may not be tendered in
the Offer by any such use, means, instrumentality or facility from or within
the United States or by persons located or resident in the United States or to
any U.S. Person. Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer 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 or to a U.S.
Person and the Existing Certificates cannot be tendered in the Offer by any
such use, means, instrumentality or facility or from or within or by persons
located or resident in the United States or by any U.S. Person. Any purported
tender of Existing Certificates in the Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and any purported
tender of Existing Certificates made by a person located in the United States
or by a U.S. Person, by any person acting for the account or benefit of a U.S.
Person, or by any agent, fiduciary or other Intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States or for a U.S. Person will be invalid and will not be accepted.

The Offer is not an offer of securities for sale in the United States or to
U.S. Persons. Existing Certificates may not be offered or sold in the United
States absent registration under, or an exemption from the registration
requirements of, the Securities Act.

Each Certificateholder participating in the Offer will represent that it is
not a U.S. Person located in the United States and is not participating in the
Offer 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 the Offer from the United States and who is not a U.S. Person.
For the purposes of this and the above paragraph, "United States" means the
United States of America, 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 of America and the
District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer 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, as
amended. 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.

France

The Offer is not being made, directly or indirectly, to the public in the
Republic of France ("France"). This announcement, the Tender Offer Memorandum
and any other document or material relating to the Offer have only been or
shall only be distributed to the public in France to qualified investors
(investisseurs qualifiés), as referred to in Article L.411-2 1 of the French
Code monétaire et financier and defined in Article 2(e) of Regulation (EU)
2017/1129 (as amended). This announcement, the Tender Offer Memorandum and any
other document or material relating to the Offer have not been and will not be
submitted for clearance to nor approved by the Autorité des marchés
financiers.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offer have been or will be submitted to
the clearance procedure of CONSOB.

The Offer is being carried out in the Republic of Italy as an exempted offer
pursuant to article 101-bis, paragraph 3-bis of the Financial Services Act and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999 (as
amended).

Accordingly, Certificateholders, or beneficial owners of the Existing
Certificates located in the Republic of Italy, can tender some or all of their
Existing Certificates pursuant to the Offer through authorised persons (such
as investment firms, banks or financial intermediaries permitted to conduct
such activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of September 1, 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
Existing Certificates or the Offer.

United Arab Emirates (excluding the Abu Dhabi Global Market and the Dubai
International Financial Centre)

The Offer is not being made and will not be publicly promoted or advertised in
the United Arab Emirates other than in compliance with laws applicable in the
United Arab Emirates governing the issue, offering and/or sale of securities.

Abu Dhabi Global Market

The Offer is not being made and may not be made to any person in the Abu Dhabi
Global Market unless such offer is: (a) an "Exempt Offer" in accordance with
the Markets Rules of the FSRA; (b) made only to persons who are Authorised
Person or Recognised Bodies (as such terms are defined in the FSRA FSMR) or
persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 18 of FSMR) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated; and (c) made only to persons who meet the Professional Client
criteria set out in Rule 2.4.1 of the FSRA Conduct of Business Rules.

Dubai International Financial Centre

The Offer is not being made and may not be made to any person in the Dubai
International Financial Centre unless such offer is: (i) an "Exempt Offer" in
accordance with the Markets Rules (MKT) Module of the DFSA rulebook; and (ii)
made only to persons who meet the Professional Client criteria set out in Rule
2.3.3 of the Conduct of Business Module of the DFSA rulebook.

Kingdom of Bahrain

The Offer does not constitute an offer of securities in the Kingdom of Bahrain
in terms of Article (81) of the Central Bank of Bahrain and Financial
Institutions Law 2006 (decree Law No. 64 of 2006) nor an offer under Module
TMA (Take-overs, Mergers and Acquisitions) of Volume 6 of the Rulebook issued
by the Central Bank of Bahrain. This announcement, the Tender Offer Memorandum
and related offering documents have not been and will not be filed nor
registered as a prospectus with the Central Bank of Bahrain. Accordingly, no
Existing Certificates can be tendered for purchase by, nor will this
announcement, the Tender Offer Memorandum or any other related document or
material be used in connection with any offer, sale or invitation to tender
Existing Certificates, whether directly or indirectly, to persons in the
Kingdom of Bahrain, other than in compliance with Bahraini law.

Kingdom of Saudi Arabia

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer are only being made and the
Offer will only be made or advertised in the Kingdom of Saudi Arabia, (i) to
persons who have confirmed that they are " Institutional Clients" or
"Qualified Clients" (each as defined in the "Rules on the Offer of Securities
and Continuing Obligations" as issued by the KSA Regulations); or (ii) by way
of a limited offer under Article 9 of the KSA Regulations or, as otherwise
required or permitted by, the KSA Regulations. This announcement, the Tender
Offer Memorandum and the Offer shall not, therefore, constitute a "public
offer", "exempt offer" or a "parallel market offer" pursuant to the KSA
Regulations.

This announcement, the Tender Offer Memorandum and the Offer are subject to
restrictions on secondary market activity under the KSA Regulations.
Accordingly, any investor in the Kingdom of Saudi Arabia or who is a Saudi
person who has acquired Existing Certificates pursuant to a private placement
under the KSA Regulations may not offer or sell those Existing Certificates to
any person unless the offer or sale is made in compliance with the
restrictions on secondary market activity under the KSA Regulations.

Singapore

Neither this announcement nor the Tender Offer Memorandum has been or will be
registered as a prospectus with the Monetary Authority of Singapore. The Offer
does not constitute a public tender offer for the purchase of the Existing
Certificates nor an offering of securities in Singapore pursuant to the
Securities and Futures Act 2001 (2020 Revised Edition) of Singapore.

Hong Kong

The contents of this announcement and the Tender Offer Memorandum have not
been reviewed by any regulatory authority in Hong Kong. Certificateholders
should exercise caution in relation to the Offer. If a Certificateholder is in
any doubt about any of the contents of this announcement or the Tender Offer
Memorandum, such Certificateholder should obtain independent professional
advice.

The Offer has not been made and will not be made in Hong Kong, by means of any
document other than (i) to "professional investors" as defined in the SFO and
any rules made under the SFO; or (ii) in other circumstances which do not
result in the document being a "prospectus" as defined in C(WUMP)O or which do
not constitute an offer to the public within the meaning of C(WUMP)O. Further,
no person has issued or had in its possession for the purposes of issue, or
will issue or have in its possession for the purposes of issue, whether in
Hong Kong or elsewhere, any advertisement, invitation or document relating to
the Offer, which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to the Offer
which is or is intended to be made only to persons outside Hong Kong or only
to "professional investors" as defined in the SFO and any rules made under the
SFO. This announcement, the Tender Offer Memorandum and the information
contained herein and therein may not be used other than by the person to whom
it is addressed and may not be reproduced in any form or transferred to any
person in Hong Kong. The Offer is not intended to be made to the public in
Hong Kong and it is not the intention of Tabreed that the Tender Offer be made
to the public in Hong Kong.

General

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 Existing Certificates (and tenders of Existing Certificates for
purchase pursuant to the Offer will not be accepted from Certificateholders)
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 Tabreed in such jurisdiction.

In addition, each Certificateholder participating in the Offer will be deemed
to give certain representations as set out in "Procedures for Participating in
the Offer" in the Tender Offer Memorandum. Any tender of Existing Certificates
for purchase pursuant to the Offer from a Certificateholder that is unable to
make these representations will not be accepted.

Each of Tabreed, the Dealer Manager and the Tender and Information Agent
reserves the right, in its sole and absolute discretion, to investigate, in
relation to any tender of Existing Certificates for purchase pursuant to the
Offer, whether any such representation given by a Certificateholder is correct
and, if such investigation is undertaken and as a result Tabreed determines
(for any reason) that such representation is not correct, such tender or
submission may be rejected.

 

 1  (#_ftnref1)     U.S.$39,000,000 of the Existing Certificates have
already been purchased and are held by Tabreed.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  TENQKFBDOBKKFND