REG - Urenco Finance NV - Tender Offer
31/03/2023 17:15
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RNS Number : 0100V Urenco Finance N.V. 31 March 2023
Urenco Finance N.V. Announces the Re-opening and Extension of, and Amendment
to, its Tender Offer for its €500,000,000 2.375 per cent. Notes due 2024
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
(the EUWA)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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 OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE
"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
31 March 2023. On 24 March 2023, Urenco Finance N.V. (the Company) announced
an invitation to holders of its outstanding €500,000,000 2.375 per cent.
Notes due 2024 (ISIN: XS1145750037) (the Notes) to tender their Notes for
purchase by the Company for cash (the Offer). The Offer is being made on the
terms and subject to the conditions contained in the tender offer memorandum
dated 24 March 2023 (as amended, the Tender Offer Memorandum) subject to the
amendments to the terms of the Offer as set out in this announcement. The
Offer is also subject to the offer restrictions set out below and as more
fully described in the Tender Offer Memorandum.
Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.
As at 5.00 p.m. on 30 March 2023 (being the original Expiration Deadline),
€318,066,000 in aggregate nominal amount of the Notes had been tendered
pursuant to the Offer.
Re-opening and Extension to the Offer
The Company has determined to re-open the Offer and extend the Expiration
Deadline for the Offer to 5.00 p.m. (CEST) on 5 April 2023, and accordingly
the Pricing Date and Settlement Date for the Offer will also be amended as set
out in the timetable below. All references to the "Pricing Date", the
"Settlement Date" and the "Expiration Deadline" in this announcement and the
Tender Offer Memorandum shall be to the relevant date or relevant time set out
in the timetable below.
Amendment to the Offer
The Company has also determined that it will amend the terms of the Offer such
that it will no longer accept any and all Notes tendered for purchase pursuant
to the Offer. The Company now proposes to accept for purchase pursuant to the
Offer up to €150,000,000 in aggregate nominal amount of the Notes (the
Target Acceptance Amount), although the Company reserves the right, in its
sole discretion, to accept significantly more or significantly less than such
amount for purchase pursuant to the Offer (the final aggregate amount of Notes
accepted for purchase pursuant to the Offer being the Final Acceptance
Amount).
Scaling
If the Company decides to accept valid tenders of Notes pursuant to the Offer
and the aggregate nominal amount of Notes validly tendered for purchase
pursuant to the Offer is greater than the Final Acceptance Amount, the Company
intends to accept such validly tendered Notes on a pro rata basis and, for the
purpose of such acceptance, each such tender of Notes will be scaled by a
factor (a Scaling Factor) equal to (i) the Final Acceptance Amount divided by
(ii) the aggregate nominal amount of the Notes validly tendered (subject to
adjustment to allow for the aggregate nominal amount of Notes accepted for
purchase, following the rounding of tenders of Notes described in the next
paragraph, to equal the Final Acceptance Amount exactly).
Each tender of Notes that is scaled in this manner will be rounded down to the
nearest €1,000 in nominal amount. In addition, in the event of any such
scaling, the Offeror intends to apply pro rata scaling to each valid tender of
Notes in such a manner as will result in both (a) the relevant Noteholder
transferring Notes to the Offeror in an aggregate nominal amount of at least
€100,000 (being the minimum denomination of the Notes), and (b) the relevant
Noteholder's residual amount of Notes (being the nominal amount of the Notes
the subject of the relevant Tender Instruction that are not accepted for
purchase by virtue of such scaling) amounting to either (i) €100,000 or (ii)
zero, and the Offeror therefore intends to adjust the relevant Scaling Factor
applicable to any relevant Tender Instruction accordingly.
Announcements of results and pricing
The Company will announce, prior to the Pricing Time on the Pricing Date, the
aggregate nominal amount of Notes validly tendered pursuant to the Offer,
together with a non-binding indication of the level at which it expects to set
the Final Acceptance Amount and indicative details of any pro rata scaling
that will apply in the event that the Company decides to accept valid tenders
of Notes pursuant to the Offer.
The Company will then announce, as soon as reasonably practicable after the
Pricing Time on the Pricing Date, its decision of whether to accept any valid
tenders of Notes pursuant to the Offer and, if so accepted, the Final
Acceptance Amount, the Interpolated Mid-Swap Rate, the Purchase Yield, the
Purchase Price and details of any pro rata scaling.
Summary of the Offer (as amended)
A summary of certain of the terms of the Offer appears below:
Description of the Notes ISIN/ Common Code Maturity Date Outstanding Nominal Amount Benchmark Purchase Spread Target Acceptance Amount
€500,000,000 2.375 per cent. Notes due 2024 XS1145750037 / 114575003 2 December 2024 €500,000,000 Interpolated Mid-Swap Rate -5 bps Subject as set out in this announcement, up to €150,000,000 in aggregate
nominal amount
Tender Instructions
Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of no less than €100,000, being the minimum denomination of the
Notes, and may be submitted in integral multiples of €1,000 thereafter.
A separate Tender Instruction must be completed on behalf of each beneficial
owner. To the extent that any Direct Participant has grouped tenders from
different beneficial owners in one Tender Instruction, that Tender Instruction
will need to be revoked and separate Tender Instructions on behalf of each
beneficial owner will need to be submitted.
Revocation Rights
The Company acknowledges that the amendment to the Offer set out in this
Announcement is materially prejudicial to the interests of Noteholders that
have already submitted Tender Instructions. Accordingly, Noteholders that have
already submitted Tender Instructions in relation to the Offer before 5.00
p.m. (CEST) on 30 March 2023, may revoke their Tender Instructions at any time
from the date and time of this announcement until 5.00 p.m. (CEST) on 5 April
2023 (subject to the earlier deadlines required by the Clearing Systems and
any intermediary through which Noteholders hold their Notes).
For the avoidance of doubt, any Noteholder who does not exercise any such
right of revocation in the circumstances and in the manner specified above,
shall be deemed to have waived such right of revocation and its original
Tender Instruction will remain effective
Indicative Timetable for the Offer (as amended)
Events Times and Dates
(All times are CEST)
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in 5.00 p.m. on
order for Noteholders to be able to participate in the Offer.
Wednesday, 5 April 2023
This will also be the deadline for receipt by the Tender Agent of a valid
electronic instruction to revoke any Tender Instruction previously submitted
by a Noteholder.
Announcement of Indicative Results
Announcement by the Company of the aggregate nominal amount of Notes validly Prior to the Pricing Time on Thursday, 6 April 2023
tendered pursuant to the Offer, together with a non-binding indication of the
level at which it expects to set the Final Acceptance Amount and indicative
details of any pro rata scaling that will apply in the event that the Company
decides to accept valid tenders of Notes pursuant to the Offer.
Pricing Time and Pricing Date
Determination of the Interpolated Mid-Swap Rate, Purchase Yield and Purchase At or around 12.00 noon on Thursday, 6 April 2023
Price.
Announcement of Final Results and Pricing
Announcement of whether the Company will accept valid tenders of Notes As soon as reasonably practicable after the Pricing Time on Thursday, 6 April
pursuant to the Offer and, if so accepted, the aggregate nominal amount of 2023
Notes so accepted, the Interpolated Mid-Swap Rate, the Purchase Yield, the
Purchase Price and details of any pro rata scaling.
Settlement Date
Expected Settlement Date for the Offer. Wednesday, 12 April 2023
Payment of the Purchase Price and Accrued Interest for any Notes accepted for
purchase and settlement of such purchases.
The Company may, in its sole discretion, further extend, re-open, amend, waive
any condition of and/or terminate the Offer at any time (subject to applicable
law and as provided in the Tender Offer Memorandum) and the above times and
dates are subject to the right of the Company to so further extend, re-open,
amend, waive any condition of and/or terminate the Offer.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or revoke their instruction to participate in, the
Offer by the deadlines set out above. The deadlines set by any such
intermediary and each Clearing System for the submission and withdrawal of
Tender Instructions will be earlier than the relevant deadlines set out above
and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be
made (i) by publication via RNS and (ii) by the delivery of notices to the
Clearing Systems for communication to Direct Participants. Such
announcements may also be found on the relevant Reuters Insider Screen and be
made by the issue of a press release to a Notifying News Service. Copies of
all such announcements, press releases and notices can also be obtained upon
request from the Tender Agent, the contact details for which are 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 Offer. In addition,
Noteholders may contact the Dealer Managers for information using the contact
details below.
Noteholders are advised to read carefully this announcement and the Tender
Offer Memorandum for full details of and information on the procedures for
participating in the Offer.
BNP Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability Management
Group; Email: liability.management@bnpparibas.com) and MUFG Securities
(Europe) N.V. (Telephone: +33 1 70 91 42 55; Attention: Liability Management
Group; Email: liability.management@mufgsecurities.com) are acting as Dealer
Managers for the Offer and Kroll Issuer Services Limited (Telephone: +44 20
7704 0880; Attention: Harry Ringrose; Email: urenco@is.kroll.com; Offer
Website: https://deals.is.kroll.com/urenco) is acting as Tender Agent.
Questions and requests for assistance in connection with (i) the Offer may be
directed to the Dealer Managers and (ii) the delivery of Tender Instructions
may be directed to the Tender Agent, the contact details for each of which are
set out above.
This announcement is released by the Company 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 as it forms part of
United Kingdom domestic law by virtue of the EUWA (UK MAR), encompassing
information relating to the Offer described above. For the purposes of UK MAR
and the Implementing Technical Standards, this announcement is made by Gerard
Tyler, Head of Group Treasury at Urenco Limited.
LEI Number: 549300424FNJMWD3CO80
DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement amends the terms of the Tender Offer
Memorandum. In the event of any inconsistency between the terms of the Tender
Offer Memorandum and this announcement, the terms of this announcement will
prevail. This announcement and the Tender Offer Memorandum contain important
information which should be read carefully before any decision is made with
respect to the Offer. If any Noteholder is in any doubt as to the action it
should take, it is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent financial, tax 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 must contact such
entity if it wishes to tender such Notes pursuant to the Offer. None of the
Company, Urenco Limited, Urenco UK Limited, Urenco Nederland B.V., Urenco
Deutschland GmbH and Louisiana Energy Services, LLC in their capacity as
guarantors 1 of the Company's obligations under the Notes (the Guarantors),
the Dealer Managers or the Tender Agent makes any recommendation whether
Noteholders should tender Notes pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
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 Company, the Guarantors, the Dealer Managers and the
Tender Agent to inform themselves about, and to observe, any such
restrictions. Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or a solicitation of an offer to sell the Notes
(and tenders of Notes in the Offer will not be accepted from Noteholders) 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 either Dealer Manager or any of
the Dealer Managers' respective affiliates is such a licensed broker or dealer
in any such jurisdiction, the Offer shall be deemed to be made by such Dealer
Manager or such affiliate, as the case may be, on behalf of the Company in
such jurisdictions.
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. This includes, but is
not limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes 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. 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 any
persons located or resident in the United States. Any purported tender of
Notes in the Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made by, or by
any person acting for the account or benefit of, 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 Offer will represent that it is not
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. 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.
Italy. None of the Offer, this announcement, the Tender Offer Memorandum or
any other document or materials relating to the Offer have been submitted to
the clearance procedures of the Commissione Nazionale per le Società e la
Borsa (CONSOB) pursuant to Italian laws and regulations. The 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.
Accordingly, Noteholders or beneficial owners of the Notes that are located in
Italy can tender Notes for purchase in 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 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 and/or the Offer.
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. 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, and may only be acted upon by, those 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, as amended (the Financial
Promotion Order)) or persons who are within Article 43 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 relating to the Offer have only been and
shall only be distributed in France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129, as amended. Neither this
announcement nor the Tender Offer Memorandum have been or will be submitted
for clearance to or approved by the Autorité des marchés financiers.
1 Pursuant to the terms and conditions of the
Notes, Urenco Enrichment Company Limited and Urenco USA Inc. resigned as
Guarantors of the Notes on 27 October 2021.
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