REG - Synthomer PLC - Notice of tender offer

SynthomerAnnouncement

09/04/2024 08:15

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RNS Number : 7619J  Synthomer PLC  09 April 2024

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO
PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES

 

 

SYNTHOMER PLC

NOTICE OF TENDER OFFER

THIS ANNOUNCEMENT IS INTENDED FOR HOLDERS OF THE SENIOR NOTES DUE 2025 HELD IN
THE REGULATION S GLOBAL NOTE BEARING ISIN NUMBER XS2194288390 (COMMON CODE:
219428839)

Synthomer PLC (the "Company") offers to purchase for cash its outstanding
Senior Notes due 2025 held in the Regulation S global notes bearing ISIN
number XS2194288390 (Common Code: 219428839) (the "Notes") issued by the
Company, up to the Maximum Acceptance Amount (as set forth below) and subject
to the Financing Condition and the other terms and conditions set forth below.

 

April 9, 2024 - the Company announces today that it is offering to purchase
for cash up to the Maximum Acceptance Amount (as set forth below and which may
be increased or decreased at the Company's sole and absolute discretion) of
its outstanding Notes (the "Tender Offer"), as further described in the tender
offer memorandum dated as of the date hereof (the "Tender Offer Memorandum").
Capitalized terms used herein but not otherwise defined are as set forth in
the Tender Offer Memorandum.

 

The Tender Offer begins on the date hereof and will expire at 4:00 p.m.,
London time, on April 16, 2024, unless extended or earlier terminated by the
Company (such time and date, as the same may be extended, the "Expiration
Deadline"). Noteholders must validly tender their Notes, and not validly
withdraw their Notes, at or prior to the Expiration Deadline in order to
receive the Purchase Price (as set forth below) and Accrued Interest (as
defined below) on the Payment Date (as defined below).

 

Subject to a tender of the Notes in minimum principal amounts of €100,000
and multiples of €1,000 thereafter, the amount in cash to be paid to each
Noteholder for the Notes accepted for purchase will be an amount (rounded to
the nearest €0.01 with €0.005 rounded upwards) equal to: (i) the aggregate
amount of the Notes of such Noteholder accepted for purchase pursuant to the
Tender Offer at the purchase price (the "Purchase Price") of €1,000 per
€1,000 aggregate principal amount of Notes accepted; plus (ii) amounts for
accrued and unpaid interest up to but not including the Payment Date (as
defined herein) on the Notes which are accepted for purchase in the Tender
Offer ("Accrued Interest").

 

The "Payment Date" will be promptly after the Expiration Deadline in respect
of any Notes that are (i) validly tendered (and not validly withdrawn) at or
prior to the Expiration Deadline and (ii) accepted for purchase in accordance
with the terms hereof. The Payment Date is expected to be no later than April
19, 2024, unless otherwise extended, amended or terminated.

 

The aggregate cash consideration (excluding any Accrued Interest payments) to
be paid by the Company (the "Aggregate Tender Consideration") to purchase the
aggregate nominal amount (if any) of Notes validly tendered pursuant to the
Tender Offer that the Company decides, in its sole and absolute discretion, to
accept for purchase (the "Final Acceptance Amount"), may be more or less than
the initial Maximum Acceptance Amount (as set forth below and as decided in
the Company's sole and absolute discretion).

 

The Company is commencing the Tender Offer as part of a refinancing
transaction in connection with the Company's expected issuance of senior notes
on or prior to the Payment Date (the "New Notes"), in an amount and on terms
and conditions reasonably satisfactory to the Company (the "New Issuance").
The proceeds of the New Notes, together with cash on balance sheet, will be
used (i) to complete the Tender Offer or otherwise repurchase the Notes (the
"Refinancing"), including the payment of accrued and unpaid interest and (ii)
to pay the fees and expenses in connection with the New Issuance and the
Refinancing.

 

The Company will, in connection with the allocation of the New Notes, consider
among other factors whether or not the relevant investor seeking an allocation
of the New Notes has, prior to such allocation, validly tendered or given a
firm intention to the Company or the Dealer Managers that they intend to
tender their Notes pursuant to the Tender Offer and, if so, the aggregate
principal amount of Notes tendered or intended to be tendered by such
investor. Therefore, a Noteholder who wishes to subscribe for New Notes in
addition to validly tendering its Notes for purchase pursuant to the Tender
Offer may be eligible to receive, at the sole and absolute discretion of
Company, priority in the allocation of the New Notes, subject to the issue of
the New Notes and such Noteholder also making a separate application for the
purchase of such New Notes to the Dealer Managers (in their capacity as a
manager of the issue of the New Notes) (the "New Issue Priority").

 

However, the Company is not obliged to allocate the New Notes to a Noteholder
who has validly tendered or indicated a firm intention to tender Notes
pursuant to the Tender Offer and, if New Notes are allocated, the principal
amount thereof may be less or more than the principal amount of Notes tendered
by such holder and accepted by the Company pursuant to the Tender Offer. Any
such allocation will also, among other factors, take into account the
denomination of the New Notes (being €100,000).

 

Noteholders that wish to tender their Notes for purchase pursuant to the
Tender Offer in addition to subscribing for New Notes can receive (at the
Company's sole and absolute discretion) priority of acceptance in the Tender
Offer through the use of a unique reference number obtained from the Dealer
Managers (the "Acceptance Code"), subject to the successful completion (in the
sole determination of the Company) of the offering of the New Notes and the
completion of the Tender Offer.

 

A Noteholder can obtain such an Acceptance Code by contacting the Dealer
Managers, the contact details for which are on the last page of the Tender
Offer Memorandum. The receipt of an Acceptance Code in conjunction with the
issue of the New Notes does not constitute acceptance of a tender of Notes for
purchase pursuant to the Tender Offer by the Company.

 

The Tender Offer is conditioned, amongst other conditions, on the "Financing
Condition," which is the issuance by the Company of the New Notes, on or prior
to the Payment Date, in an amount and on terms and conditions reasonably
satisfactory to the Company. There can be no assurance that the Company will
be able to complete the New Issuance and satisfy the Financing Condition.

The Tender Offer is subject to the terms and conditions set forth in the
Tender Offer Memorandum, including the Financing Condition and certain other
customary conditions.

 

 Description of the Notes  Outstanding Principal Amount((1))  ISIN/          Maturity Date  Coupon Rate                                                            Purchase Price per €1,000    Maximum Acceptance Amount

                                                              Common Code                                Minimum Denomination
 Senior Notes due 2025     €520,000,000                       XS2194288390/  July 1, 2025   3⅞%          €100,000 and integral multiples of €1,000 thereafter      €1,000                       €370,000,000 in aggregate principal amount (subject to the Company's right,

                                                                                                                                 in its sole and absolute discretion, to increase or decrease the aggregate
                                                              219428839                                                                                                                         principal amount of Notes accepted for purchase)

 

(1)   The Outstanding Principal Amount comprises the Notes, which were
originally sold pursuant to Regulation S under the Securities Act (ISIN:
XS2194288390; Common Code: 219428839), and does not include the notes issued
under the Indenture (as defined herein) and originally sold pursuant to
Rule 144A under the Securities Act (ISIN: XS2194288630; Common Code:
219428863) (the "Rule 144A Notes"), if any.  There can be no assurance that
the Outstanding Principal Amount continues to be held pursuant to the
Regulation S global notes. For the avoidance of doubt, the Tender Offer being
made pursuant to the Tender Offer Memorandum is only being made in respect of
the Notes which are held pursuant to Regulation S under the Securities Act.

Below is an indicative timetable providing information with respect to the
expected dates and times for the Tender Offer. The timetable is subject to
change, and dates and times may be extended, amended or terminated by the
Company as described in the Tender Offer Memorandum.

 

 Date                           Calendar Date and Time                                Event
 Commencement Date              April 9, 2024                                         Commencement of the Tender Offer upon the terms and subject to the conditions
                                                                                      set forth in the Tender Offer Memorandum.
 Expiration Deadline            4:00 p.m., London time, on April 16, 2024             Deadline for Notes to be validly tendered.  The Tender Offer will expire on

                                                     the Expiration Deadline unless extended, re-opened, amended or terminated
                                                                                      prior to such Expiration Deadline.  The Company may, in its sole and absolute

                                                     discretion, re-open, extend, amend or terminate the Tender Offer.

 Announcement of Final Results  As soon as practicable after the Expiration Deadline  As soon as practicable after the Expiration Deadline, the Company will
                                                                                      announce the results of the Tender Offer, including the Final Acceptance
                                                                                      Amount (as defined herein) and the Aggregate Tender Consideration.
 Payment Date                   No later than April 19, 2024                          Subject to satisfaction and/or waiver of the Conditions (including the
                                                                                      Financing Condition), the Company will pay the Purchase Price (plus Accrued
                                                                                      Interest) for the Final Acceptance Amount in an amount equal to the Aggregate
                                                                                      Tender Consideration (which may be increased or decreased in the Company's
                                                                                      sole and absolute discretion).  If the Company accepts the tender of
                                                                                      Noteholders' Notes pursuant to the Tender Offer, Noteholders, or the custodial
                                                                                      entity acting on such Noteholders' behalf, must deliver to the Company good
                                                                                      and marketable title to such Notes.

The Company will only accept tenders with respect to the Notes, which are held
in the Regulation S global notes bearing ISIN number XS2194288390 (Common
Code: 219428839).  The Company will not accept tenders with respect to Rule
144A Notes. Each Noteholder participating in the Tender Offer will represent
that it is not a U.S. Person and it is not located and it is not resident in
the United States and is not participating in the Tender Offer from the United
States or it is acting on a non-discretionary basis for a principal who is not
a U.S. Person and is located and resident outside the United States that is
not giving an order to participate in the Tender Offer from the United States.
For the purposes hereof, "United States" means the United States of America,
its territories and possessions, any state of the United States of America and
the District of Columbia.

Citigroup Global Markets Limited, Goldman Sachs Bank Europe SE and HSBC Bank
plc are acting as "Dealer Managers" for the Tender Offer. In connection with
the Tender Offer, Citibank, N. A., London Branch has been appointed as tender
agent (in such capacity, the "Tender Agent"). Holders with questions about the
Tender Offer should contact the Dealer Managers or the Tender Agent. Any
extension, amendment or termination of the Tender Offer shall be published by
the Company by press release or notice to the Tender Agent.

None of the Company, the Dealer Managers, the Tender Agent or any of their
respective affiliates are making any recommendations to the Noteholders as to
whether to tender or refrain from tendering their Notes in the Tender Offer.
Noteholders must decide how many Notes they will tender, if any.

Noteholders who have Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact, and issue
appropriate instructions to, such broker, dealer, commercial bank, trust
company or other nominee if such Noteholder desires to tender those Notes. The
deadlines set by the clearing systems for submission of tender instructions
may be earlier than the relevant deadlines specified in the Tender Offer
Memorandum.

Copies of the Tender Offer Memorandum can be obtained by eligible Noteholders
from the Tender Agent at the telephone number below.

 

 THE COMPANY

 Synthomer plc

 45 Pall Mall

 London SW1Y 5JG

 United Kingdom

 Requests for information in relation to the Tender Offer should be directed
 to:
 THE DEALER MANAGERS
 Citigroup Global Markets Limited

 Citigroup Centre

 Canada Square

 Canary Wharf

 London E14 5LB

 United Kingdom
 Attn: Liability Management Group
 Tel: +44 20 7986 8969
 Email: liabilitymanagement.europe@citi.com

 Goldman Sachs Bank Europe SE

 Marienturm

 Taunusanlage 9-10

 60329 Frankfurt am Main

 Germany

 Attention: Liability Management Group

 Tel: +44 20 7774 4836

 Email: liabilitymanagement.eu@gs.com

 HSBC Bank plc

 8 Canada Square

 London E14 5HQ

 Attention: Liability Management, DCM

 Tel: +44 20 7992 6237

 Email: LM_EMEA@hsbc.com
 Requests for information in relation to the procedures for tendering Notes and
 participating in the Tender Offer and the submission of an Electronic
 Instruction should be directed to the Tender Agent:
 THE TENDER AGENT
 Citibank, N. A., London Branch

 Citigroup Centre

 Canada Square

 Canary Wharf

 London E14 5LB

 United Kingdom

 Attention: Agency & Trust: Exchange Team

 Tel: +44 20 7508 3867

 E-mail: Citiexchanges@citi.com

 

 

None of the Company, the Trustee, the Dealer Managers or the Tender Agent makes any recommendation as to whether you should tender any or all of your Notes. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Tender Offer is being made solely by means of the Tender Offer Memorandum.

DISCLAIMER

 

NOT FOR DISTRIBUTION FROM, WITHIN, IN OR INTO THE UNITED STATES, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS,
GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.

The Tender 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. This includes, but is
not limited to, facsimile transmission, electronic mail, telephone and the
internet. The Notes may not be tendered in the Tender 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. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents or materials
relating to the Tender 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 any persons located or resident in the United
States. Any purported tender of Notes in the Tender Offer resulting directly
or indirectly from a violation of these restrictions will be invalid and any
purported tender of Notes made by a person located or resident 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.

The distribution of the Tender Offer Memorandum in certain jurisdictions may
be restricted by law. Persons into whose possession the Tender Offer
Memorandum comes are required by the Company, the Dealer Managers and the
Tender Agent to inform themselves about, and to observe, any such
restrictions.

This announcement is neither an offer to purchase nor the solicitation of an
offer to sell any of the securities described herein, nor shall there be any
offer or sale of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Tender Offers are made solely
pursuant to the Tender Offer Memorandum dated April 9, 2024.

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum 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
action it should take, it is recommended that such Holder seeks its own
financial and legal advice, including as to any tax consequences, immediately
from its stockbroker, bank manager, solicitor, accountant or other independent
financial or legal adviser. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to tender Notes
in the Tender Offer. None of the Company, the Dealer Managers or the Tender
Agent makes any recommendation as to whether Noteholders should participate in
the Tender Offer.

Any deadlines set by any intermediary will be earlier than the deadlines
specified in the Tender Offer  Memorandum.

The information contained in this announcement does not constitute an
invitation or inducement to engage in investment activity within the meaning
of the United Kingdom Financial Services and Markets Act 2000. In the United
Kingdom, this announcement is being distributed only to, and is directed only
at (i) persons who are outside the United Kingdom, (ii) persons in the United
Kingdom falling within the definition of investment professionals (as defined
in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order")), (iii) persons who
are within Article 43 of the Financial Promotion Order or (iv) any other
persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as "relevant
persons").  This announcement and the Tender Offer Memorandum  is directed
only at relevant persons and must not be acted on or relied on by persons who
are not relevant persons.

This announcement contains forward-looking statements and information that is
necessarily subject to risks, uncertainties, and assumptions. No assurance can
be given that the transactions described herein will be consummated or as to
the terms of any such transactions. The Company assumes no obligation to
update or correct the information contained in this announcement.

 

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