TIDM44ZP
RNS Number : 1524U
Urenco Finance N.V.
24 March 2023
Urenco Finance N.V. Announces Tender Offer for its
EUR500,000,000 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 AMED (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)
24 March 2023 . Urenco Finance N.V. (the Company) announces
today its invitation to holders of its outstanding EUR500,000,000
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 (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 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 of the Offer
A summary of certain of the terms of the Offer appears
below:
Description ISIN/ Common Maturity Outstanding Purchase Amount subject
of the Notes Code Date Nominal Amount Benchmark Spread to the Offer
--------------- ------------- ----------- ---------------- ------------- --------- ---------------
EUR500,000,000 XS1145750037 2 December EUR500,000,000 Interpolated -5 bps Any and all
2.375 per / 114575003 2024 Mid-Swap
cent. Notes Rate
due 2024
Rationale for the Offer
The purpose for the Offer is to reduce the outstanding nominal
amount of the Notes 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
The Company will pay for Notes accepted by it for purchase
pursuant to the Offer a price (the Purchase Price) to be determined
at or around 12.00 noon (CEST) (the Pricing Time) on 31 March 2023
(the Pricing Date) in the manner described in the Tender Offer
Memorandum by reference to the sum (such sum, the Purchase Yield)
of a purchase spread of -5 basis points (the Purchase Spread) and
the Interpolated Mid-Swap Rate.
The Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
the Notes accepted for purchase pursuant to the Offer (rounded to
the nearest 0.001 per cent., with 0.0005 per cent. rounded
upwards), and is intended to reflect a yield to 2 December 2024
(being the maturity date of the Notes) on the Settlement Date based
on the Purchase Yield. Specifically, the Purchase Price will equal
(a) the value of all remaining payments of principal and interest
on the Notes up to and including 2 December 2024, discounted to the
Settlement Date at a discount rate equal to the Purchase Yield,
minus (b) Accrued Interest.
Accrued Interest
The Company will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offer.
Acceptance and No Scaling
If the Company decides to accept any valid tenders of Notes for
purchase pursuant to the Offer, the Company will accept for
purchase all Notes that are validly tendered in full, with no pro
rata scaling.
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.
(CEST) on 30 March 2023 (the Expiration Deadline). 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
multiples of EUR1,000 thereafter.
Indicative Timetable for the Offer
Events Times and Dates
(All times are CEST)
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from Friday, 24 March 2023
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 Thursday, 30 March 2023
to be able to participate in the Offer.
Pricing Time and Pricing Date
Determination of the Interpolated Mid-Swap Rate, At or around 12.00 noon on Friday, 31 March 2023
Purchase Yield and Purchase Price.
Announcement of Results and Pricing
Announcement of whether the Company will accept valid As soon as reasonably practicable after the Pricing Time
tenders of Notes pursuant to the Offer on Friday, 31 March 2023
and, if so accepted, the aggregate nominal amount of
Notes so accepted, the Interpolated Mid-Swap
Rate, the Purchase Yield and the Purchase Price.
Settlement Date
Expected Settlement Date for the Offer. Tuesday, 4 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, 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 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 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 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 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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END
TENEAPDLADSDEEA
(END) Dow Jones Newswires
March 24, 2023 04:36 ET (08:36 GMT)
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