6th Mar 2006 12:01
Rexam PLC06 March 2006 Rexam announces New Issue Spread and Maturity in relation to its Exchange Offerfor its €550m 6.625% Notes due 2007 Not for release, publication or distribution in whole or in part into the UnitedStates, Italy, Canada, Gibraltar, Guernsey and Monaco, as described below. Thereare offer restrictions in the United Kingdom, Belgium, France, Germany and HongKong, as more fully set out in the Exchange Offer Memorandum (as defined below). London, 6 March 2006: Rexam PLC, (the "Company") today announced the New Issue Spread and Maturity inrelation to its Exchange Offer for any or all of its €550m 6.625% Notes due 2007(the "Existing Notes") for new Euro denominated fixed-rate Notes (the "NewNotes"), a cash consideration payment and accrued interest, as described below(the "Exchange Offer"). The New Issue spread has been fixed at 80 bps over MidSwaps and the maturity of the New Notes has been set at 15 March 2013. TheExchange Spread was fixed at the launch of the Exchange Offer at 0bps overInterpolated Mid Swaps. The Exchange Offer is subject to offer restrictions (as set out below anddetailed in the Exchange Offer Memorandum dated 23 February 2006 (the "ExchangeOffer Memorandum")) and is being made on the terms and subject to the conditionsdescribed in the Exchange Offer Memorandum. The New Notes will be issued underthe Company's £1,000,000,000 Global Medium Term Note Programme and admitted tothe official list of the UK Listing Authority (the "Official List") and totrading on the London Stock Exchange plc's Gilt Edged and Fixed Interest Market(the "Market"). Terms of Exchange Offer Holders of Existing Notes whose Notes are accepted for exchange will receive: (i) an equal aggregate principal amount of New Notes; (ii) a cash consideration payment equal to the product of (i) the differencebetween the exchange price and new issue price and (ii) the aggregate principalamount of Existing Notes accepted; and (iii) accrued interest from (and including) the immediately preceding interestpayment date in respect of the Existing Notes up to (but excluding) thesettlement date of the Exchange Offer The Company may, in its sole discretion and for any purpose issue AdditionalNotes, which shall be fungible with the New Notes and admitted to the OfficialList and to trading on the Market. The Exchange Offer is conditional on: (i) valid offers of Existing Notes for exchange being received fromNoteholders representing a minimum of €200,000,000 in aggregate principal amountof the Existing Notes (the "Minimum Exchange Condition"); and (ii) the aggregate principal amount of the New Notes and any Additional Notes(the issue of which is at the sole discretion of the Company) equalling aminimum of €350,000,000 (the "Minimum New Issue Size"). The Company may, in its sole discretion, waive the Minimum Exchange Condition(but not the Minimum New Issue Size). Holders of Existing Notes who wish to participate in the Exchange Offer mustoffer for exchange an aggregate principal amount of Existing Notes greater thanor equal to €50,000. Key Dates Event Date/ Time (all times are London times)Launch of Exchange Offer Thursday 23 February 2006Period during which Electronic Instruction Notices may be submitted From and including any time on Thursday 23by Noteholders (the "Offer Period") February 2006 up to and including 3pm on Thursday 9 March 2006Revocation Deadline 3pm on Wednesday 8 March 2006Expiration of Offer Period 3pm on Thursday 9 March 2006Announcement of decision by the Company to accept the Exchange Before pricing on Friday 10 March 2006Offer and as to the issue of any Additional NotesPricing Date and Time At or around 11am on Friday 10 March 2006Expected Settlement Date Wednesday 15 March 2006 Holders of the Existing Notes are advised to read carefully the Exchange OfferMemorandum for full details of the Exchange Offer and information on theprocedures for participating in the Exchange Offer. ABN AMRO N.V., BNP Paribasand HSBC Bank plc are acting as Dealer Managers and Citibank, N.A. is acting asExchange Agent. Subject to applicable law, the Company may, in its sole discretion, amend anyterm or condition of the Exchange Offer (including extending the Exchange Offerup to 10am London time on 9 March 2006, or such later date as notified by theCompany to holders of the Existing Notes and subject to the right of the Companyto extend, amend and/or terminate the Exchange Offer). About Rexam The Company is a public limited liability company incorporated under the laws ofEngland and Wales. The Group's principal business is the provision of consumerpackaging solutions to global and regional customers primarily in the beverage,beauty, pharmaceutical and food segments. The Group is one of the world's topsix consumer packaging companies and the world's leading beverage can maker interms of sales volumes. The Group has more than 90 manufacturing operations inapproximately 20 countries. The Exchange Offer Memorandum is available (subject to offer and distributionrestrictions) from the Dealer Managers and Exchange Agent. Requests for information about the Exchange Offer should be directed to: DEALER MANAGERS ABN AMRO Bank N.V. BNP Paribas HSBC Bank plc 250 Bishopsgate 10 Harewood Avenue 8 Canada Square London EC2M 4AA London NW1 6AA London E14 5HQ Tel: +44 20 7678 3644 Tel: +44 20 7595 8668 Tel: +44 20 7991 5893 Fax: +44 20 7678 3597 Fax: +44 20 7595 5095 Fax: +44 20 7992 4973 Attn: Liability Management Group Attn: Debt Restructuring Group Attn: Debt Finance Advisory Email: Email: Email: [email protected] [email protected] [email protected] EXCHANGE AGENT Citibank, N.A. Citigroup Centre Canada Square Canary Wharf London E14 5LB Tel: +44 20 7508 3867 Fax: +44 20 7508 3866 Attn: Exchange Team Email: [email protected] THE COMPANYRexam PLCChris Bowmer, Group Treasurer 020 7227 4100David Robbie, Finance DirectorAndrew Mills, Group Communications Director Financial DynamicsRichard Mountain 020 7269 7291 A copy of the Exchange Offer Memorandum is available for inspection at theDocument Viewing Facility of the Financial Services Authority, 25 The NorthColonnade, London E14 5HS. This release does not constitute an invitation to participate in the ExchangeOffer in any jurisdiction in which, or to or from any person to or from whom, itis unlawful to make such invitation under applicable securities laws. No offer or invitation to acquire or exchange any securities is being madepursuant to this release. This release must be read in conjunction with theExchange Offer Memorandum. This release and the Exchange Offer Memorandumcontain important information which should be read carefully before any decisionis made in relation to the Exchange Offer. If you are in any doubt as to theaction you should take, you are recommended to seek your own financial advice,including in respect of any tax consequences, immediately from your stockbroker,bank manager, solicitor, accountant or other independent financial adviser. Anyindividual or company whose Existing Notes are held on its behalf by a broker,dealer, bank, custodian, trust company or other nominee must contact such entityif they wish to offer Existing Notes for exchange pursuant to the ExchangeOffer. None of Rexam PLC, ABN AMRO Bank N.V., BNP Paribas or HSBC Bank plc orCitibank, N.A. makes any recommendation as to whether or not holders of ExistingNotes should offer Existing Notes for exchange. This press release and the Exchange Offer are not being made and will not bemade directly or indirectly in or into, or by use of the mails of, or by anymeans or instrumentality of interstate or foreign commerce of, or any facilitiesof a national securities exchange of, the United States or to U.S. persons(within the meaning of Regulation S under the United States Securities Act of1933, as amended (the "Securities Act")). This includes, but is not limited to,facsimile transmission, electronic mail, telex, telephone and the Internet.Accordingly, copies of this press release and any other documents or materialsrelating to the Exchange Offer are not being, and must not be, directly orindirectly mailed or otherwise transmitted, distributed or forwarded in or intothe United States and Existing Notes cannot be offered for exchange in theExchange Offer by any such use, means, instruments or facilities or from withinthe United States. Any purported offer of Existing Notes for exchange resultingdirectly or indirectly from a violation of these restrictions will be invalidand offers of Existing Notes for exchange made by a person located in the UnitedStates or any agent, fiduciary or other intermediary acting on anon-discretionary basis for a principal giving instructions from within theUnited States or any U.S. person will not be accepted. The New Notes and anyAdditional Notes have not been, and will not be, registered under the SecuritiesAct or the securities laws of any state or jurisdiction of the United States andmay not be offered, sold or delivered, directly or indirectly, in the UnitedStates or to U.S. persons. This press release and the Exchange Offer are not being made in the Republic ofItaly ("Italy"). The Exchange Offer, this press release, and the Exchange OfferMemorandum have not been submitted to the clearance procedure of the CommissioneNazionale per le Societa e la Borsa (CONSOB) or the Bank of Italy pursuant toItalian laws and regulations. Accordingly, holders of Existing Notes arenotified that, to the extent such holders are resident and/or located in Italy,the Exchange Offer is not available to them and they may not offer ExistingNotes for exchange in the Exchange Offer nor may the New Notes be offered, soldor delivered in Italy and, as such, any Electronic Instruction Notice receivedfrom such persons shall be ineffective and void, and neither this press releasenor any other documents or materials relating to the Exchange Offer, theExisting Notes or the New Notes may be distributed or made available in Italy. The communication of this press release and any other documents or materialsrelating to the Exchange Offer is not being made and such documents and/ormaterials have not been approved by an authorised person for the purposes ofsection 21 of the Financial Services and Markets Act 2000. Accordingly, suchdocuments and/or materials are not being distributed to, and must not be passedon to, the general public in the United Kingdom. The communication of suchdocuments and/or materials as a financial promotion is only being made to thosepersons in the United Kingdom falling within the definition of investmentprofessionals (as defined in Article 19(5) of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005 (the "Order")) or persons who arewithin Article 43(2) of the Order or any other persons to whom it may otherwiselawfully be made under the Order. The Exchange Offer is subject to further offer and distribution restrictions in,amongst other countries, France, Belgium, Germany, Hong Kong, Canada, Gibraltar,Guernsey and Monaco as more fully set out in the Exchange Offer Memorandum. Thedistribution of this release in those jurisdictions is restricted by the laws ofsuch jurisdictions. No action has been or will be taken in any jurisdiction inrelation to the Exchange Offer that would permit a public offering ofsecurities. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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