17th Jul 2018 07:16
NOT FOR RELEASE, PUBLICATION OR 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 OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL (SEE "OFFER RESTRICTIONS" BELOW)
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES
ContourGlobal plc
ContourGlobal Commences Tender Offer for any and all of its Outstanding 5.125% Senior Secured Notes Due 2021 Held Pursuant to Regulation S
July 17, 2018 - Luxembourg: ContourGlobal Power Holdings S.A. (the "Offeror") today announced that it has commenced a cash tender offer (the "Offer") for any and all of its outstanding 5.125% senior secured notes due 2021 held pursuant to Regulation S (ISIN XS1433185755 / Common Code 143318575) (the "Notes").
The Offer is scheduled to expire at 5:00 p.m., London time, July 24, 2018, unless extended or earlier terminated (such time, as may be extended, the "Expiration Date"). Subject to a tender of the Notes in a minimum principal amount of €100,000 and multiples of €1,000 thereafter, holders who validly tender the Notes prior to the Expiration Date will be eligible to receive €1,027.12 for each €1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but excluding, the payment date.
The Offeror has delivered a notice of redemption on July 17, 2018, subject to the conditions stated therein, in order to redeem any Notes outstanding following the consummation of the Offer that are not purchased pursuant to the Offer, including the Rule 144A Notes, at a cash redemption price equal to per €1,000 principal amount of the Notes equal to €1,025.63, plus accrued and unpaid interest to, but excluding, the redemption date of August 16, 2018.
Tendered Notes may be withdrawn only if the Offeror makes changes to the terms of the Offer, which in the opinion of the Offeror (in consultation with the Dealer Manager), would be materially prejudicial to those Holders who may have already validly tendered their Notes. Settlement of the Offer will occur promptly after the Expiration Date, unless earlier terminated, which is expected to be July 26, 2018.
The complete terms and conditions of the Offer are described in the Offer to Purchase, dated July 17, 2018, copies of which may be obtained from Lucid Issuer Services Limited, the tender and information agent for the Offer, Attn: Arlind Bytyqi, +44 (0)20 7704 0880, [email protected].
The Offer is subject to the terms and conditions set forth in the Offer to Purchase. The Offeror reserves the right, in its sole discretion, to waive any and all conditions.
For the avoidance of doubt, the Offer being made pursuant to the Offer to Purchase is only in respect of those Notes held pursuant to Regulation S under the Securities Act.
The Offeror has retained Goldman Sachs International to serve as the dealer manager for the Offer. Questions regarding the tender offer may be directed to Goldman Sachs International at Attn: Liability Management Group, +44 (0)20 7774 9862 and [email protected].
None of the Offeror, the dealer manager, the trustee for the Notes or the tender and information agent make any recommendations as to whether holders should tender their Notes pursuant to the Offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase or sell the Notes or any other securities, nor shall there be any purchase of the Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The tender offer is being made solely pursuant to the Offer to Purchase, dated July 17, 2018, which sets forth the complete terms of the tender offer. Any offers of concurrently offered securities will be made only by means of a private offering memorandum.
About ContourGlobal
The Offeror is an indirect wholly-owned subsidiary of ContourGlobal plc (together with its subsidiaries, "ContourGlobal"). ContourGlobal is an international power-generation company with approximately 4,312 MW in operation in 18 countries and three continents. ContourGlobal operates a portfolio of 101 thermal and renewable power plants across Europe, Latin America, and Africa utilizing a wide range of technologies.
Forward Looking Statements
This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. The Offeror undertakes no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in ContourGlobal's business or to reflect the occurrence of unanticipated events.
Enquiries:
Investor Relations - ContourGlobal plc
Gregory Johnson
Tel: +44 (0) 207 355 7321
Media - Brunswick
Charles Pretzlik / Simon Maine
Tel: +44 (0) 207 404 5959
Offer Restrictions
Neither this press release nor the Offer to Purchase constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this press release and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this press release or the Offer to Purchase comes are required by each of the Offeror, the dealer manager and the tender and information agent to inform themselves about, and to observe, any such restrictions.
United States
The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail 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. Accordingly, copies of the Offer to Purchase 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. 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 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 person participating in the Offer will represent that it or any beneficial owner of the Notes or any person on whose behalf such person is acting is not a U.S. person (as defined under the Securities Act) or a resident and/or located in the United States and will not be resident and/or located in the United States at the time of the submission of its Tender(s) pursuant to the Offer. For the purposes of this and the above paragraph, "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.
United Kingdom
The communication of the Offer to Purchase 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 authorized 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 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 (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.
Switzerland
The Offer to Purchase does not constitute an offering prospectus pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus pursuant to articles 27 ET SEQ of the Listing Rules of SIX Swiss Exchange and may not comply with the information standards thereunder.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France. Neither this Statement, nor any other documents or offering materials relating to the Offer, have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers and they may not be released, issued, or distributed or caused to be released, issued, or distributed, directly or indirectly, to the public in the Republic of France, except to (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 on their own account, all as defined in, and in accordance with, Articles L. 411-1, L. 411-2, D. 411-1 to D. 411-3, D. 744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et Financier.
Italy
None of the Offer, this press release or any other documents or materials relating to the Offer have been or will be 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 exempted offers pursuant to article 101-bis, paragraph 3-bis of the Italian Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraphs 4 and 7, letter a), number 1) of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Noteholders or beneficial owners of the Notes that are located in Italy may tender their Notes in the Offer 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 October 29, 2007, as amended, and Italian 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.
Belgium
Neither this press release nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marches financiers / Autoriteit financiële diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of April 1, 2007 on public takeover bids and as defined in Article 3 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together the "Belgian Public Offer Law"), each as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this press release nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or will be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" as referred to in Article 10, of the Belgian Public Offer Law (as amended from time to time) acting on their own account. Insofar as Belgium is concerned, this press release has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this press release may not be used for any other purpose or disclosed to any other person in Belgium.
Spain
Neither the Offer nor this press release constitutes an offer of securities or the solicitation of an offer of securities to the public in Spain under the Spanish Securities Market Law (Ley 24/1988, de 28 de julio, del Mercado de Valores), Royal Decree 1310/2005 (Real Decreto 1310/2005 de 4 de noviembre) and Royal Decree 1066/2007 (Real Decreto 1066/2007, de 27 de julio sobre el régimen de las ofertas públicas de adquisición de valores), each of them as amended and restated. Accordingly, this press release has not been submitted for approval and has not been approved by the Comisión Nacional del Mercado de Valores.
General
The Offer to Purchase and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes 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 the dealer manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, the Offer to Purchase shall be deemed to be made by the dealer manager or such affiliate (as the case may be) on behalf of the Offeror in such jurisdictions.
Related Shares:
GLO.L