REG - Synthomer PLC - Tender offer results

SynthomerAnnouncement

17/04/2024 10:45

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RNS Number : 9813K  Synthomer PLC  17 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

ANNOUNCEMENT OF TENDER OFFER RESULTS

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)

April 17, 2024 - Synthomer PLC (the "Company") announces today the results of
its cash tender offer (the "Tender Offer") for 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 from
holders of the Notes (each holder, a "Noteholder" and together, the
"Noteholders"), as further described in the tender offer memorandum dated
April 9, 2024 (the "Tender Offer Memorandum").

The Tender Offer expired at 4:00 p.m., London time, on April 16, 2024 (the
"Expiration Deadline").  The Tender Offer was made upon the terms and
conditions of the Tender Offer Memorandum. Capitalized terms used and not
otherwise defined in this announcement have the meanings ascribed to them in
the Tender Offer Memorandum.

The Company hereby announces that €412,403,000.00 in aggregate principal
amount of the Notes were validly tendered and not withdrawn prior to the
Expiration Deadline and €370,000,000.00 in aggregate principal amount of the
Notes will be accepted for repurchase (the "Final Acceptance Amount") for an
Aggregate Tender Consideration of €370,000,000.00 (excluding Accrued
Interest), subject to the conditions set forth in the Tender Offer Memorandum,
including the satisfaction of the Financing Condition. As the aggregate
nominal amount of Notes validly tendered and not withdrawn prior to the
Expiration Deadline is greater than the Maximum Acceptance Amount (as defined
in the Tender Offer Memorandum), the Issuer intends to accept (i) all Notes
validly tendered and not withdrawn pursuant to a Tender and Priority
Acceptance Instruction, and (ii) an amount of Non-Priority Tendered Notes
subject to a scaling factor of 82.8342% (subject to adjustments, as
applicable), as further described on the Tender Offer Memorandum. Where Tender
and Priority Acceptance Instructions have been submitted representing an
aggregate principal amount of Notes greater than the aggregate principal
amount of New Notes allocated to the relevant Noteholder in distribution of
New Notes, any such excess amount has been treated as Non-Priority Tendered
Notes. The Company reserves the right, in its sole discretion, to waive any
and all Conditions.

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

                                                              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             €370,000,000 (excluding Accrued Interest)

                                                              219428839

 

(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.

Following the Tender Offer, €150,000,000.00 in aggregate principal amount of
the Notes will remain outstanding.

Subject to the Financing Condition, the Tender Offer is expected to settle on
April 19, 2024 (the "Payment Date") and all payments for the Notes validly
tendered and not withdrawn prior to the Expiration Date will be made on the
Payment Date.

The Tender Offer is part of a refinancing transaction in connection with the
Company's issuance of €350,000,000 in aggregate principal amount of Senior
Notes on or prior to the Payment Date (the "New Notes"), 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
to (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 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. The Company priced the New Issuance on April 11,
2024 at an issue price of 100%. The New Notes will bear interest at 7.375%.
There can be no assurance that the Company will be able to complete the New
Issuance and satisfy the Financing Condition.

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.

 

 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

 

 

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 Offer is 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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