TIDM44ZP
RNS Number : 6262M
Urenco Finance N.V.
09 January 2019
Urenco Finance N.V. Announces Tender Offer for its
EUR750,000,000 2.50 per cent. Notes due 2021
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
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN 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 ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW)
9 January 2019. Urenco Finance N.V. (the Company) announces
today its invitation to holders of its EUR750,000,000 2.50 per
cent. Notes due 2021 (ISIN: XS1032164607) (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 9 January 2019 (the
Tender Offer Memorandum) prepared by the Company, and is subject to
the offer restrictions set out below and as more fully described in
the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Dealer Managers and
the Tender Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Summary
A summary of certain of the terms of the Offer appears
below:
Description ISIN/ Common Outstanding Purchase Target Acceptance
of the Notes Code Nominal Amount Price Amount
---------------- ------------- ---------------- ----------- ----------------------
EUR750,000,000 XS1032164607 EUR750,000,000 104.60 per Subject as set
2.50 per cent. / 103216460 cent. out in the Tender
Notes due Offer Memorandum,
2021 up to EUR250,000,000
in aggregate nominal
amount
Rationale for the Offer
The rationale for the Offer is to redeem Notes up to the Target
Acceptance Amount prior to their maturity as part of the Company's
management of its debt maturity profile. Notes purchased by the
Company pursuant to the Offer will be cancelled and will not be
re-issued or re-sold.
Details of the Offer
Purchase Price and Accrued Interest
The Company will pay for Notes accepted by it for purchase
pursuant to the Offer a price equal to 104.60 per cent. of the
nominal amount of the relevant Notes (the Purchase Price).
The Company will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offer.
Target Acceptance Amount and pro rata scaling
The Company proposes to accept for purchase pursuant to the
Offer up to EUR250,000,000 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.
If the aggregate nominal amount of Notes tendered for purchase
pursuant to the Offer is greater than the final amount accepted for
purchase pursuant to the Offer, Notes may be accepted for purchase
on a pro rata basis, as fully described in the Tender Offer
Memorandum.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to, the Offer,
Noteholders must validly tender their Notes by delivering, or
arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by 5.00 p.m. (CET)
on 16 January 2019. Tender Instructions will be irrevocable except
in the limited circumstances described in the Tender Offer
Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of no less than EUR100,000, being the
minimum denomination of the Notes, and may be submitted in integral
amounts of EUR100,000 thereafter.
A separate Tender Instruction must be completed on behalf of
each beneficial owner.
Indicative Timetable for the Offer
Events Times and Dates
(All times are CET)
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from Wednesday, 9 January 2019
the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 5.00 p.m. on
by the Tender Agent in order for Noteholders Wednesday, 16 January 2019
to be able to participate in the Offer.
Announcement of Results
Announcement of whether the Company will accept valid As soon as reasonably practicable on Thursday, 17
tenders of Notes pursuant to the Offer January 2019
and, if so accepted, the Final Acceptance Amount and
details of any pro rata scaling.
Settlement Date
Expected Settlement Date for the Offer. Tuesday, 22 January 2019
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, 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 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 (in the limited circumstances in which revocation is
permitted) 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 through 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 the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
Barclays Bank PLC and Citigroup Global Markets Limited are
acting as Dealer Managers for the Offer and Lucid Issuer Services
Limited 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 below.
The Dealer Managers
Barclays Bank PLC Citigroup Global Markets Limited
5 The North Colonnade Citigroup Centre
Canary Wharf Canada Square
London E14 4BB London E14 5LB
United Kingdom United Kingdom
Telephone: +44 20 7986 8969
Telephone: +44 20 3134 8515 Attention: Liability Management
Attention: Liability Management Group
Group Email: liabilitymanagement.europe@citi.com
Email: eu.lm@barclays.com
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson
Email: urenco@lucid-is.com
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 (MAR), encompassing information relating
to the Offer described above. For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, 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 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 Enrichment Company Limited, Urenco
Nederland B.V., Urenco Deutschland GmbH, Urenco USA Inc. and
Louisiana Energy Services, LLC in their capacity as guarantors 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 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, Holders or beneficial owners of the Notes
that are located in Italy can tender Notes for purchase 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.
16190 of 29 October 2007, 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.
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). None of this
announcement, the Tender Offer Memorandum or any other document or
material relating to the Offer has been or shall be distributed to
the public in France and only (i) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, acting for their
own account, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code monétaire et
financier, are eligible to participate in the Offer. 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENEANFNEDENEEF
(END) Dow Jones Newswires
January 09, 2019 04:32 ET (09:32 GMT)
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