REG - Titan Global Fin Plc - Tender Offer

Titan Cement International SAAnnouncement

29/06/2020 11:05

RNS Number : 3639R
  
Titan Global Finance Plc
  
29 June 2020
  
 

NOT FOR DISTRIBUTION 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), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
 
TITAN GLOBAL FINANCE PLC
LAUNCHES ANY AND ALL CASH TENDER OFFER
AND ANNOUNCES INTENTION TO ISSUE NEW NOTES
29 June 2020. Titan Global Finance Plc (the Offeror) announces today an invitation to holders of its outstanding 3.500 per cent. Guaranteed Notes due 2021 (the Notes) to tender any and all of their Notes for purchase by the Offeror for cash (the Tender Offer).
The Tender Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 29 June 2020 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Tender Offer and is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.
Summary of the Tender Offer




Description of the Notes




Outstanding Principal Amount




ISIN /
Common Code




Maturity Date




Purchase Price per €1,000





3.500 per cent. Guaranteed
Notes due 2021


€287,800,000


XS1429814830 / 142981483


17 June 2021


€1,016.00



Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent, as set out below. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
Rationale for the Tender Offer
The purpose of the Tender Offer is to acquire any and all of the aggregate principal amount of the outstanding Notes as part of a refinancing transaction pursuant to which the Offeror expects to issue, on or around the Payment Date, new euro-denominated senior notes (the New Notes) unconditionally and irrevocably guaranteed by Titan Cement International S.A. (TCI) and, for so long as it remains a guarantor under the terms and conditions of the New Notes, Titan Cement Company S.A. (TCC), on terms and conditions reasonably satisfactory to the Offeror (the New Notes Issuance). The proceeds of the New Notes will be used, among other things, to purchase Notes accepted by the Offeror pursuant to the Tender Offer. 
Details of the Tender Offer
Purchase Price
The Offeror will, on the Payment Date, subject to satisfaction or waiver by the Offeror of the Financing Condition and the other conditions to the Tender Offer, pay for Notes validly tendered and accepted by it for purchase pursuant to the Tender Offer, a cash purchase price equal to €1,016.00 per €1,000 in principal amount of the Notes (the Purchase Price). In addition, the Offeror will, on the Notes which are accepted for purchase in the Tender Offer, pay an amount equal to the accrued and unpaid interest thereon (the Accrued Interest Payment) up to (but excluding) the Payment Date.
Financing Condition
The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Tender Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Tender Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.
The closing of the Tender Offer is subject to the issuance by the Offeror of the New Notes on terms and conditions reasonably satisfactory to the Offeror (the Financing Condition).
Priority Allocation of New Notes
Noteholders that are eligible and wish to subscribe for New Notes in the New Notes Issuance in addition to tendering Notes for purchase pursuant to the Tender Offer may, at the sole and absolute discretion of the Offeror, receive a new issue priority in the allocation of the New Notes, subject to certain conditions (the New Notes Allocation).
To be considered by the Offeror for participation in the New Notes Allocation, a Noteholder will need to contact a Dealer Manager to register its interest no later than 3:00 p.m. (London time) on 1 July 2020. However, the Offeror is not obliged to allocate the New Notes to any such Noteholder. Any allocation of the New Notes, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures.
Electronic Instructions
In order to participate in the Tender Offer, Noteholders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Electronic Instruction that is received by the Tender Agent by 4:00 p.m. (London time) on 6 July 2020. Electronic Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Electronic Instructions must be submitted in respect of minimum principal amounts of €100,000, and integral multiples of €1,000 in excess thereof.
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer.
INDICATIVE TIMETABLE
The following is an indicative timetable showing one possible outcome for the timing of the Tender Offer based on the dates in the Tender Offer Memorandum, and is subject to change.



Date


Calendar Date and Time


Event




Commencement Date


29 June 2020


Commencement of the Tender Offer upon the terms and subject to the conditions set forth in the Tender Offer Memorandum.




New Notes Allocation-Registration of Interest Deadline


3:00 p.m., London time, on 1 July 2020


Deadline for Noteholders wishing to subscribe for New Notes to register their interest in participating in the New Notes Allocation.
Any Noteholder that wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Tender Offer is, subject to the other conditions described in the Tender Offer Memorandum, required to make a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a manager of the issue of the New Notes) in accordance with the standard new issue procedures of such manager.




Expiration Deadline


4:00 p.m., London time, on 6 July 2020


Deadline for Notes to be validly tendered.  The Tender Offer expires unless earlier extended or terminated.  The Offeror may, in its sole discretion, extend or terminate the Tender Offer.




Announcement of Final Results


As soon as practicable on or after the Expiration Deadline


The Offeror will announce: (a) whether the Financing Condition is expected to be satisfied, (b) whether it will accept valid tenders of Notes pursuant to of the Tender Offer and (c) the results of the Tender Offer.




Payment Date


Expected to be 9 July 2020


The Offeror pays the Purchase Price (plus the Accrued Interest Payment) for any Notes accepted for purchase.  If the Offeror 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 Offeror good and marketable title to such Notes.



The above dates and times are subject, where applicable, to the right of the Offeror, in its sole discretion, to extend, re-open, amend, waive in whole or in part any condition to and/or terminate the Tender Offer, subject to applicable laws and as provided in the Tender Offer Memorandum. In the event that the Tender Offer is terminated or otherwise not completed, neither the Purchase Price nor any Accrued Interest Payment will be paid or become payable.
Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which they hold Notes to confirm whether such intermediary requires that it receive instructions for such Noteholder to participate in, or revoke (in the limited circumstances in which revocation is permitted) such Noteholder's instruction to participate in, the Tender Offer before the deadlines specified above. The deadlines set by each Clearing System for the submission and withdrawal of Notes in favour of the Tender Offer will be earlier than the relevant deadlines above.
Announcements
Unless stated otherwise, announcements in connection with the Tender Offer will be made through a press release to be distributed through the Clearing Systems for communication to persons who are shown in the records of the Clearing Systems as holder of the Notes, as well as a notice posted on the website of the Irish Stock Exchange plc trading as Euronext Dublin. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent, the contact details for which are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems, and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Tender Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details set out below.
Further information
Questions and requests for assistance in connection with (i) the Tender Offer may be directed to the Dealer Managers and (ii) tendering Notes may be directed to the Tender Agent, the contact details for all of which are set out below.
THE DEALER MANAGERS



HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Attn: Liability Management Group
Tel: + 44 20 7992 6237
Email: LM_EMEA@HSBC.com


Société Générale
One Bank Street
Canary Wharf
London  E14 4SG
United Kingdom
Tel: 44 (0) 20 7676 7951
Email: liability.management@sgcib.com



Eurobank S.A.
8 Othonos Str.
105 57 Athens
Greece
Attn: Liability Management Group
Tel: +30 210 3718996
Email: lmg@eurobank.gr
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attn: Arlind Bytyqi
Email: titan@lucid-is.com
Market Abuse Regulation
This announcement is released by Titan Global Finance Plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Tender Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Nikolaos Andreadis, Director at Titan Global Finance Plc.
 
DISCLAIMER
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 Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes for purchase pursuant to the Tender Offer. The Dealer Managers are acting exclusively for the Offeror and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and will not be responsible to anyone other than the Offeror for providing the protections afforded to customers of the Dealer Managers or for advising any other person in connection with the Tender Offer. None of the Offeror, the Dealer Managers and the Tender Agent nor any of their respective directors, officers, employees, advisers, agents or affiliates makes any recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Tender Offer. None of the Offeror, the Dealer Managers or the Tender Agent (nor any of their respective directors, officers, employees, advisers, agents or affiliates) is providing Noteholders with any legal, business, tax or other advice in this announcement and/or the Tender Offer Memorandum. Noteholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes for cash.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement does not constitute an offer or an invitation to participate in the Tender Offer in the United States or in any other jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from any Noteholder) in any circumstances in which such offer or solicitation is unlawful. In any jurisdiction where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.
No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities, and the minimum denomination of the New Notes will be €100,000.
United States. The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail 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, telex, telephone and the internet and other forms of electronic communications. 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 as defined in Regulation S of the Securities Act. 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. 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 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.
Each Noteholder participating in the Tender Offer will represent that it is not located 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 located outside the United States that is not giving an order to participate in the Tender Offer from the United States. For the purposes of this announcement, 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.
France. The Tender 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 offering materials relating to the Tender Offer may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the Prospectus Regulation. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers. 
Greece. The Tender Offer is not being made, directly or indirectly, to the public in the Hellenic Republic (Greece). None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer constitute an "offer of securities to the public" (dimossia prosfora kiniton axion), within the meaning of Regulation (EU) 2017/1129, or a "tender offer" (dimossia protassi), within the meaning of Greek Law 3461/2006, for, or otherwise an advertisement, notification, statement or announcement, or a solicitation, recommendation, inducement or investment advice in connection with, the purchase, sale or exchange of, or otherwise for an investment in, securities in the territory of Greece. Accordingly, neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been or will be submitted to the Hellenic Capital Market Commission for approval pursuant to such laws and other applicable Greek laws, including (to the extent applicable) Article 24, paragraph 3a of Greek Law 3401/2005. This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer may only be distributed, delivered or otherwise made available in the Greek territory to holders of Notes in minimum principal amount of €100,000.
Italy. None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy (Italy) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Noteholders or beneficial owners of the Notes located in Italy may tender Notes in the Tender 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 1 September 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 Notes or the Tender Offer.
United Kingdom. This announcement and the Tender Offer Memorandum are for distribution only to persons who (i) have professional experience in matters relating to investments 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 (as amended, the Financial Promotion Order)), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are existing Noteholders or other persons falling within Article 43 of the Financial Promotion Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as relevant persons). This announcement and the Tender Offer Memorandum are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement and the Tender Offer Memorandum relate is available only to relevant persons and will be engaged in only with relevant persons.
New Notes. The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the Securities Act). The New Notes 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 may not be offered, sold or delivered, directly or indirectly, within the United States.
Compliance information for the New Notes: MiFID II professionals/ECPs/high net worth retail investors only/No PRIIPs KID - eligible counterparties, professional clients and retail clients that are in a financial situation to be able to bear a loss of their entire investment in the New Notes only (all distribution channels). No key information document has been or will be prepared. 
 
 
 
 
 
 
 
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
 
 


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