LSF6 Rio S.à r.l.
LSF6 Rio S.à r.l. announces the completion and final results of its cash tender offer for the Hybrid Notes and Capital Notes
LSF6 Rio S.à r.l. / Key word(s): Miscellaneous 03.03.2016 14:15 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer / publisher is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS PRESS RELEASE AND THE TENDER OFFER MEMORANDUM (AS DEFINED BELOW) LSF6 Rio S.à r.l. announces the completion and final results of its cash tender offer for the Hybrid Notes and Capital Notes Luxembourg, 3 March 2016. On 13 January 2016, LSF6 Rio S.à r.l., Luxembourg (the "Purchaser"), launched its offer to the holders of the notes issued by Hybrid Raising GmbH (ISIN DE000A0AMCG6, "Hybrid Notes") and the notes issued by Capital Raising GmbH (ISIN DE0007490724, "Capital Notes") (together the "Notes") to purchase for cash any and all of the Notes at a purchase price of 20% of the nominal value of the Notes (the "Offer"). The original offer deadline, scheduled for 2 February 2016, 4.00 p.m. (CET) (the "Original Offer Deadline"), had been extended by the Purchaser until 29 February 2016, 4.00 p.m. (CET) (the "Extended Offer Deadline"). As at 6.00 p.m. (CET) on 2 March 2016, being the end of the re-booking period following the Extended Offer Deadline, the Purchaser had received acceptances of the Offer for Notes with an aggregate nominal value of EUR 177,270,700 (across the Notes). As a result, the Purchaser's holding in the Hybrid Notes and Capital Notes will upon settlement of the acceptances received during the extended offer period increase to 86.2% (across the Notes). All valid acceptances of the Offer submitted after the Original Offer Deadline and prior to the Extended Offer Deadline will be settled on 7 March 2016. All valid acceptances of the Offer submitted prior to the Original Offer Deadline have been settled on 9 February 2016. The Purchaser does not further extend the Offer and does not plan to make new offers to the holders of the Notes.THE JOINT DEALER MANAGERS BNP Paribas 10 Harewood Avenue London NW1 6AA United Kingdom Attention: Liability Management Group Email: liability.management@bnpparibas.com Tel.: +44 (0) 20 7595 8668 (English language) Tel.: +49 (0) 69 7193 6777 (German language) Merrill Lynch International 2 King Edward Street London, EC1A 1HQ United Kingdom Attention: Liability Management Group Email: DG.LM_EMEA@baml.com Tel.: +44 (0) 20 7996 8496 (English language) Tel.: +44 (0) 20 7996 1103 (German language) THE TENDER AGENT BNP Paribas Securities Services S.C.A. Zweigniederlassung Frankfurt am Main Europa-Allee 12 D-60327 Frankfurt am Main Federal Republic of Germany Attention: Corporate Trust Operations Email: Frankfurt.gct.operations@bnpparibas.com Fax.: +49 69 1520 5277LSF6 Rio S.à r.l. is a private limited liability company (société à responsabilité limitée) incorporated under Luxembourg law, having its registered office at 33, rue du Puits Romain L - 8070 Bertrange, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register under number B.142934 and having a share capital of EUR 477,375. OFFER AND DISTRIBUTION RESTRICTIONS This press release or the Tender Offer Memorandum does not constitute an offer to purchase any Notes in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or to accept such offer under applicable securities laws. The distribution of this press release or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this press release or the Tender Offer Memorandum comes are required by the Purchaser, the Joint Dealer Managers and the Tender 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 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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this press release, the Tender Offer Memorandum and any other documents or materials relating to the Offer is 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 a U.S. Person and the Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. 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 U.S. Person, a person located in the United States, by any person acting for the account or benefit of a U.S. Person, or by 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 a U.S. Person and is not participating in such 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 and who is not a U.S. Person. 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. United Kingdom The communication of this press release, the Tender Offer Memorandum and any other documents or materials relating to the Offer have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. The communication of this press release or the Tender Offer Memorandum 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 "Order")) or within Article 43 of the Order, or to other persons to whom it may otherwise lawfully be communicated by virtue of an exemption to section 21(1) of the FSMA or otherwise in circumstances where it does not apply. Republic of Italy None of the Offer, this press release, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). 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. Noteholders, or beneficial owners of the Notes, can tender some or all of their Notes pursuant to 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. 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. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer. Kingdom of Belgium Neither this press release, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority 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 1 April 2007 on public takeover bids, 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, the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time). Republic of France The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this press release, the Tender Offer Memorandum nor 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), in each case 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. This press release, the Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers. General Neither this press release, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to purchase any Notes (and tenders of Notes for purchase pursuant to 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 an offer to tender for purchase to be made by a licensed broker or dealer and either of the Joint Dealer Managers or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, such offer to tender for purchase shall be deemed to be made by such Joint Dealer Manager or such affiliate,as the case may be, on behalf of the Purchaser in such jurisdiction. In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Offer will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer" of the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations may be rejected. Each of the Purchaser, the Joint Dealer Managers and the Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Purchaser determines (for any reason) that such representation is not correct, such tender or submission may be rejected. 03.03.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: LSF6 Rio S.à r.l. 33, Rue du Puits Romain 8070 Bertrange Grand Duchy of Luxembourg Phone: Fax: E-mail: Internet: ISIN: DE000A0AMCG6, DE0007490724 WKN: A0AMCG , 749072 Listed: Regulated Unofficial Market in Berlin, Hamburg, Munich, Stuttgart; Open Market in Frankfurt ; Amsterdam End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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