26th Nov 2013 18:08
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES
AFREN plc
Afren plc Announces Early Tender Deadline Results for its 11½% Senior Secured Notes due 2016 and its 10¼% Senior Secured Notes due 2019 and, Following the Strong Participation in the 2016 Notes Offer, Amends the Size of its 2019 Notes Offer
November 26, 2013 Afren plc (the "Offeror") announces that it has received, as of 5:00 p.m., New York City time, on November 25, 2013 (the "Early Tender Deadline"), tenders of approximately $243,061,000 of its outstanding 11½% Senior Secured Notes due 2016 (the "2016 Notes") and $127,851,000 of its outstanding 10¼% Senior Secured Notes due 2019 (the "2019 Notes," and together with the 2016 Notes, the "Notes") from holders of the Notes (collectively, "Holders"), as further described in the offer to purchase dated as of November 12, 2013 (the "Offer to Purchase"). The offers to purchase the 2016 Notes (the "2016 Notes Offer") and the offer to purchase the 2019 Notes (the "2019 Notes Offer") are collectively referred to herein as the "Tender Offers". Capitalized terms used but not otherwise defined in this press release shall have their meanings given to them in the Offer to Purchase.
Notes with the aggregate principal amount indicated below were validly tendered and not validly withdrawn as of the Early Tender Deadline, according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offers (in such capacity, the "Tender and Information Agent"):
Title of Security | Principal Amount Outstanding | Principal Amount Tendered | ISIN |
11½% Senior Secured Notes due 2016 | $500,000,000 | $243,061,000 | Reg S USG01283AD52 144A US00830FAB85 |
10¼% Senior Secured Notes due 2019 | $300,000,000 | $127,851,000 | Reg S USG01283AF01 144A US00830FAC68 |
Holders who validly tendered their Notes on or prior to the Early Tender Deadline, and which Notes are accepted for purchase by us, will receive the "Tender Offer Consideration" of $1,135.00 per $1,000.00 principal amount of the 2016 Notes tendered and $1,140.00 per $1,000.00 principal amount of the 2019 Notes tendered plus, in each case, the "Early Tender Premium" of $30.00 per $1,000.00 principal amount of the Notes tendered (which together with the Tender Offer Consideration, amounts to the "Total Consideration"). The 2016 Notes tendered may not be withdrawn or revoked after the Early Tender Deadline, except as provided by law. As further described below, Holders of the 2019 Notes may revoke their tender instructions at any time prior to the 2019 Notes Expiration Time (defined below).
As a result of the strong participation in the 2016 Notes Offer, the Offeror hereby announces that it has amended the 2019 Notes Offer to reduce the size and extend the expiration time of the 2019 Notes Offer. As amended, the 2019 Notes Offer is now for up to $50 million in aggregate principal amount of the outstanding 2019 Notes. The expiration time of the 2019 Notes was previously set to expire at 11:59 pm, New York City time, on December 10, 2013. As extended, the expiration time will now expire at 11:59 pm, New York City time, on December 12, 2013, unless earlier terminated or extended for an additional period of time (the "2019 Notes Expiration Time"). The aggregate principal amount of 2019 Notes validly tendered (and not validly withdrawn) as of the Early Tender Deadline exceeds $50 million and subject to the terms and conditions of the 2019 Notes Offer, the Offeror will accept for purchase 2019 Notes validly tendered at any time prior to the 2019 Notes Expiration Time (and not validly withdrawn) on a prorated basis, according to the principal amount of such 2019 Notes, such that the Offeror purchases an aggregate principal amount of 2019 Notes up to $50 million subject to rounding and as calculated at the discretion of the Dealer Managers. All Notes not accepted as a result of prorationing will be rejected from the 2019 Notes Offer and will be returned to tendering holders promptly following the earlier of the 2019 Notes Expiration Time or the date on which the 2019 Notes Offer is terminated. Holders who have already tendered their 2019 Notes and who do not wish to revoke their tender instructions do not need to take any further action. Holders who have already tendered their 2019 Notes as of the date of this announcement may revoke their tender instructions at any time prior to the 2019 Notes Expiration Time.
The Tender Offer for the 2016 Notes will expire at 11:59 p.m., New York City time, on December 10, 2013, unless extended (the "2016 Notes Expiration Time" and the 2019 Notes Expiration Time, each an "Expiration Time") or earlier terminated in accordance with the Offer to Purchase.
Provided the conditions to the applicable Tender Offer have been satisfied or waived, the Offeror will pay the corresponding Tender Offer Consideration or Total Consideration with respect to Notes validly tendered and accepted for purchase promptly after the applicable Expiration Time (the "Settlement Date") which is expected to be the business day following the applicable Expiration Time, except if the Offeror extends or terminates any Tender Offer, at its discretion. The payment of the applicable Total Consideration and the applicable Tender Offer Consideration, as the case may be, shall include accrued and unpaid interest ("Accrued Interest") up to, but not including, the applicable Settlement Date. The Holders who validly tender the Notes after the Early Tender Deadline but on or prior to the applicable Expiration Time and whose Notes are accepted for purchase pursuant to the applicable Tender Offer will be entitled to receive the corresponding Tender Offer Consideration but will not be entitled to receive the corresponding Early Tender Premium.
The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase and the Letter of Transmittal that was previously furnished to Holders. Holders are urged to read the Offer to Purchase and the Letter of Transmittal carefully before making any decision with respect to the Tender Offers. Copies of the Offer to Purchase and the Letter of Transmittal may be obtained from the Tender and Information Agent, Global Bondholder Services Corporation, +1 (212) 430-3774. The dealer Managers for the Tender Offers are BofA Merrill Lynch, Citigroup Global Markets Limited (Global Co-ordinator) and Credit Suisse Securities (Europe) Limited. Questions regarding the Tender Offers may be directed to BofA Merrill Lynch at +44 20 7995 3715/+44 20 7996 0867 or [email protected]/ [email protected]; Citigroup Global Markets Limited (Global Co-ordinator) at +44 20 7986 8969 or [email protected] or Credit Suisse Securities (Europe) Limited at +44 (0) 20 7883 8763 or [email protected].
DISCLAIMER
The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are required by the Offeror, 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 Offer to Purchase dated 12 November 2013.
This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offers. If any Holder is in any doubt as to the action it should take, it is recommended that such Holder seek 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 Offers.
Any deadlines set by any intermediary will be earlier than the deadlines specified in the Offer to Purchase.
United States
The delivery of the Offer to Purchase will not under any circumstance create any implication that the information contained therein or incorporated by reference therein is correct as of any time subsequent to the date thereof or, if incorporated by reference, the date such information was made publicly available or that there has been no change in the information set forth therein or incorporated by reference therein or in the affairs of the Offeror or any of the Offeror's affiliates since the date thereof or, if incorporated by reference, the date such information was made publicly available.
France
The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this Offer to Purchase nor any other document or material relating to the Tender Offers 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 and/or (ii) qualified investors (Investisseurs Qualifies) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code Monetaire et Financier, are eligible to participate in the Tender Offers.
This Offer to Purchase has not been and will not be submitted for clearance to the Autorite des Marches Financiers.
Italy
None of the Tender Offers, this Offer to Purchase or any other documents or materials relating to the Tender Offers has been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offers are 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. Holders or beneficial owners of the Notes may tender their Notes in the Tender Offers through authorized 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 September 1, 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 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(2) 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 Offer to Purchase 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 Offeror assumes no obligation to update or correct the information contained in this announcement.
Switzerland
Neither this Offer to Purchase nor any other offering material or information relating to the Offer constitute a public offering of securities pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations. The information presented in this document does not necessarily comply with the information standards set out in the SIX Swiss Exchange listing rules.
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