TIDMVCP
RNS Number : 0170Q
Victoria PLC
23 February 2021
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
VICTORIA PLC
THIS ANNOUNCEMENT IS INTED FOR HOLDERS OF THE SENIOR SECURED
NOTES DUE 2024 HELD IN THE REGULATION S GLOBAL NOTE BEARING ISIN
NUMBER XS2032590007 (COMMON CODE: 203259000)
Victoria PLC (the "Company") offers to purchase for cash its
outstanding Senior Secured Notes due 2024 held in the Regulation S
global notes bearing ISIN number XS2032590007 (Common Code:
203259000) (the "Notes") issued by the Company, up to the Target
Acceptance Amount (as set forth below) and subject to the Financing
Condition and the other terms and conditions set forth below.
23 February 2021 - the Company announces today that it is
offering to purchase for cash up to the Target Acceptance Amount
(as set forth below and which may be increased 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 March 2, 2021 , unless extended or
earlier terminated by the Company (such time and date, as the same
may be extended, the "Expiration Date"). Noteholders must validly
tender their Notes, and not validly withdraw their Notes, at or
prior to the Expiration Date in order to receive the relevant
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
EUR100,000 and multiples of EUR1,000 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 EUR0.01 with EUR0.005
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 EUR1,040.00 per
EUR1,000 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
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 than the
initial Target Acceptance Amount (as set forth below and as decided
in the Company's sole and absolute discretion). The Payment Date is
expected to be no later than March 5, 2021, unless otherwise
extended, amended or terminated.
The Company is commencing the Tender Offer as part of a
refinancing transaction in connection with the Company's expected
issuance of Senior Secured Notes on or prior to the Payment Date
(the "New Notes"), in a minimum amount and on terms and conditions
reasonably satisfactory to the Company (the "New Issuance"). The
proceeds of the New Notes, will be used (i) for general corporate
purposes, which may include, without limitation, the funding of one
or more acquisitions and/or the refinancing of certain existing
indebtedness of the Company, (ii) to complete the Tender Offer and
the Redemption (as defined herein) (the Tender Offer and the
Redemption together, the "Refinancing"), including the payment of
accrued and unpaid interest and Redemption and Tender Offer premia
and (iii) to pay the fees and expenses in connection with the
foregoing.
T h e Tender Offer is co n ditioned, a m on gst other co n
ditions, on the " Fi n a nci ng C o n dition ," which is the
issuance by the Company of the New Notes, on or prior to the Pay m
e nt Date, in a minimum amount and on terms and conditions
reasonably satisfactory to the Company. T here can be no assu r a
nce that the Company will be able to co m plete t he New I s s u a
nce and satis fy t he Fi n a ncing C o n dition.
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 Outstanding ISIN/ Purchase
of the Principal Common Maturity Minimum Price Target Acceptance
Notes Amount(1) Code Date Denomination per EUR1,000 Amount
------------- --------------- ------------- --------- --------------- -------------- --------------------------
EUR50,000,000 in
aggregate principal
amount (subject
to the Company's
right, in its sole
EUR100,000 and absolute discretion,
Senior and integral to increase the
Secured July multiples aggregate principal
Notes due XS2032590007 15, of EUR1,000 amount of Notes
2024 EUR476,010,000 / 203259000 2024 thereafter EUR1,040.00 accepted for purchase)
(1) The Outstanding Principal Amount comprises the Notes, which
were originally sold pursuant to Regulation S under the Securities
Act (ISIN: XS2032590007; Common Code: 203259000), and does not
include the notes issued under the Indenture and originally sold
pursuant to Rule 144A under the Securities Act (ISIN: XS2032590189;
Common Code: 203259018) (the "Rule 144A Notes"). 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. The
outstanding aggregate principal amount of the Notes together with
the Rule 144A Notes is EUR500,000,000 (collectively, the "Issued
Notes").
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 Event
Time
Commencement February 23, 2021 Commencement of the Tender Offer
Date upon the terms and subject to
the conditions set forth in this
Tender Offer Memorandum. The Company
will announce the aggregate principal
amount of Issued Notes which are
expected to be redeemed (subject
to satisfaction of the Financing
Condition) pursuant to the Redemption
following completion of the Tender
Offer.
Expiration Deadline 4:00 p.m., London Deadline for Notes to be validly
time, on March 2, tendered. The Tender Offer will
2021 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 As soon as practicable As soon as practicable after the
of Final Results after the Expiration Expiration Deadline, the Company
Deadline 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 March Subject to satisfaction and/or
5, 2021 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 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
XS2032590007 (Common Code: 203259000). The Company will not accept
tenders with respect to the notes issued under the Indenture and
held in the Rule 144A global notes bearing ISIN number XS2032590189
(Common Code: 203259018) . 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.
Credit Suisse Securities (Europe) Limited and HSBC Bank plc are
acting as "Dealer Managers " for the Tender Offer. In connection
with the Tender Offer, Lucid Issuer Services Limited 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
Victoria PLC
Worcester Road
Kidderminster
Worcestershire DY10 1JR
United Kingdom
Requests for information in relation to the Tender Offer should
be directed to:
THE DEALER MANAGERS
Credit Suisse Securities (Europe) Limited
One Cabot Square
Canary Wharf
London E14 4QJ
United Kingdom
Attn: Liability Management Group
Tel: +44 20 7883 8763
Email: liability.management@credit-suisse.com
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Attention: Liability Management
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 TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Owen Morris / Jacek Kusion
Tel: +44 (0) 20 7704 0880
E-mail: victoria@lucid-is.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 February 23, 2021.
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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END
TENDXLBLFLLFBBL
(END) Dow Jones Newswires
February 23, 2021 03:00 ET (08:00 GMT)
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