Aabar Investments PJS
Aabar Investments PJS
- ISIN: XS1210352784
- Land: United Arab Emirates
Nachricht vom 17.09.2019 | 20:20
Aabar Investments PJS announces Tender Offers and Proposals for its EUR1,000,000,000 0.50 per cent. Exchangeable Bonds due 2020 and EUR1,000,000,000 1.00 per cent. Exchangeable Bonds due 2022
DGAP-News: Aabar Investments PJS
/ Key word(s): Tender Offer/Bond
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.
Aabar Investments PJS announces Tender Offers and Proposals
17 September 2019. Aabar Investments PJS (the Company) today announces its invitations to holders of its EUR1,000,000,000 0.50 per cent. Exchangeable Bonds due 2020 (the 2020 Exchangeable Bonds) and EUR1,000,000,000 1.00 per cent. Exchangeable Bonds due 2022 (the 2022 Exchangeable Bonds, and together with the 2020 Exchangeable Bonds, the Bonds, and each a Series) to:
(i) tender any and all such Bonds for purchase by the Company for cash (the 2020 Offer and the 2022 Offer, respectively and together, the Offers); and
(ii) approve, by Extraordinary Resolution, the modification of the terms and conditions (the Conditions) of the 2020 Exchangeable Bonds and the 2022 Exchangeable Bonds to provide for the Company to redeem all, but not some only, of such Bonds remaining (if any) on completion of the relevant Offer (the 2020 Proposal and the 2022 Proposal, respectively, and together, the Proposals),
subject, in each case, to the terms and conditions set out in the Tender Offer Memorandum dated 17 September 2019 (the Tender Offer Memorandum) including, in the case of the Offers, the offer and distribution restrictions described below and set out more fully in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are 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.
Background to and Rationale for the Offers and the Proposals
On 30 August 2019, the Company announced that its auditors, Ernst & Young, provided an adverse opinion on its consolidated financial statements for the year ended 31 December 2018 (the 2018 Financial Statements). The adverse opinion was due to losses incurred during the financial year, accumulated losses and a deficiency of assets indicating the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. As such, the auditors were unable to satisfy themselves as to the appropriateness of the use of the going concern basis of accounting for the preparation of the 2018 Financial Statements. On this basis, the auditors concluded that the 2018 Financial Statements do not give a true and fair view of the consolidated financial position of the Company and its subsidiaries as at 31 December 2018.
As a private joint stock company, the Company's financial statements are not published and the Company does not intend to publish its financial statements.
As stated in the announcement, the Company has been considering the resources and options available to it to continue its normal operating activities and meet its financial obligations as they arise. In the case of the Bonds, the Offers and the Proposals represent the course of action currently available to the Company to do this, taking into account the respective interests of the different parties.
As at 31 December 2018, the Company on a non-consolidated basis had total assets of AED 21,949 million and total liabilities of AED 27,668 million (with borrowings of AED 25,031 million, approximately 10 per cent. of which are secured borrowings and the remainder of which are senior unsecured borrowings), amounting to a shortfall of AED 5,719 million. The total amounts of principal and interest scheduled to be paid on the Company's outstanding borrowings from 1 January 2019 to 31 December 2023 were AED 25,586 million as at 31 December 2018 (calculated using the prevailing exchange rates on such date), while its net cash flows (used in) from operating activities for the year ended 31 December 2018 were negative by the amount of AED 217 million. No assurance can, therefore, be given as to the availability of the necessary resources for the Company to be able to make such payments in respect of its borrowings.
Contemporaneously with the Offers and the Proposals, the Company may enter into negotiations with the lenders under its other borrowings (which lenders include the Dealer Managers) in order to reach an agreement with those lenders in relation to the repayment of their facilities based on the resources and options available to the Company. The outcome of any such negotiations may depend on the respective position of each lender (including, without limitation, the extent to which a lender has the benefit of any security and the period to maturity of the relevant borrowing).
To the extent any Bonds remain outstanding on completion of the Offers and the Proposals, whether as a result of such Bonds not being tendered in the relevant Offer, the relevant Extraordinary Resolution not being passed or otherwise, no assurance can be given as to the resources that will be available to the Company for the payment of any amounts remaining to be paid on those Bonds.
If the Company is able to reach agreement with the lenders under its other borrowings, holders of any Bonds remaining on completion of the Offers and the Proposals may also no longer have the indirect benefit of any cross-default provisions in the events of default under those other borrowings by which a default by the Company in respect of the Bonds could trigger an event of default under such borrowings. Any agreement reached with such lenders may further result in the resources available to the Company being more limited. There are few (if any) protections or recourse available to the Bondholders under the Conditions in these circumstances.
Details of the Offers
In order to participate in the relevant Offer, Bondholders must validly tender their Bonds of the relevant Series for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 8 October 2019 (the Expiration Deadline).
The Company will pay, on the Settlement Date, a cash purchase price equal to 96.25 per cent. of the principal amount of the 2020 Exchangeable Bonds (the 2020 Purchase Price) and 90.25 per cent. of the principal amount of the 2022 Exchangeable Bonds (the 2022 Purchase Price and, together with the 2020 Purchase Price, each a Purchase Price) accepted by it for purchase pursuant to the relevant Offer.
Each Bondholder that validly tenders its Bonds by 4.00 p.m. (London time) on 26 September 2019 (the Early Tender Deadline) (and does not subsequently revoke such tender in the limited circumstances in which such revocation is permitted) and whose Bonds are accepted for purchase pursuant to the relevant Offer will receive, in addition to the relevant Purchase Price and the relevant Accrued Interest Payment, and as additional consideration for its tender of the relevant Bonds, an additional cash payment equal to 1.50 per cent. of the principal amount of the relevant Bonds (the Early Tender Amount).
Each Bondholder that validly tenders its Bonds after the Early Tender Deadline but by the Expiration Deadline (and does not subsequently revoke such tender in the limited circumstances in which such revocation is permitted) and whose Bonds are accepted for purchase pursuant to the relevant Offer will receive, in addition to the relevant Purchase Price and the relevant Accrued Interest Payment, and as additional consideration for its tender of the relevant Bonds, an additional cash payment equal to 0.50 per cent. of the principal amount of the relevant Bonds (the Late Tender Amount and, together with the Early Tender Amount, each an Early or Late Tender Amount).
The Company will also pay, on the Settlement Date, an Accrued Interest Payment in respect of those Bonds accepted for purchase pursuant to the relevant Offer.
Details of the Proposals
The Company invites the Bondholders of each Series to approve certain modifications to the terms and conditions of the relevant Bonds (the Conditions) to provide for the Company to redeem all, but not some only, of such Bonds remaining (if any) on completion of the relevant Offer, at an early redemption price of, in the case of the 2020 Exchangeable Bonds, 96.25 per cent. of the principal amount of the 2020 Exchangeable Bonds (the 2020 Early Redemption Amount) and, in the case of the 2022 Exchangeable Bonds, 90.25 per cent. of the principal amount of the 2022 Exchangeable Bonds (the 2022 Early Redemption Amount and, together with the 2020 Early Redemption Amount, each an Early Redemption Amount), in each case plus Accrued Interest to (but excluding) the Settlement Date.
Notices (each a Notice and together, the Notices) of the respective meetings (each a Meeting, and together, the Meetings) of the Bondholders of each Series to be held at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD, United Kingdom on 10 October 2019 have been published in accordance with the respective Conditions by publication through the electronic communication system of Bloomberg and delivery of the Notices to Euroclear and Clearstream, Luxembourg. The Meeting of the holders of the 2020 Exchangeable Bonds will commence at 10.00 a.m. (London time) and the Meeting of the holders of the 2022 Exchangeable Bonds will commence at 10.15 a.m. (London time) or, if later, on conclusion of the Meeting of the holders of the 2020 Exchangeable Bonds.
At each Meeting, the Bondholders of the relevant Series will be asked to consider and, if thought fit, pass an extraordinary resolution as set out in the relevant Notice (each an Extraordinary Resolution), which will provide, among other things, for the execution of the relevant Supplemental Agency Agreement to effect the necessary modifications pursuant to the relevant Extraordinary Resolution, which will implement the relevant Proposal.
Any Bondholder who does not wish, or who is not able, to tender its Bonds for purchase pursuant to the relevant Offer may also be eligible, to the extent permitted by applicable laws and regulations and subject to the conditions set out in the Tender Offer Memorandum, to receive an amount in respect of such Bonds of:
(a) 1.50 per cent. of the principal amount of the relevant Bonds (the Early Consent Amount); or
(b) 0.50 per cent. of the principal amount of the relevant Bonds (the Late Consent Amount and, together with the Early Consent Amount, each a Consent Amount),
if it delivers, or arranges to have delivered on its behalf, a valid Voting Only Instruction in favour of the relevant Proposal that is received by the Tender Agent by the Early Tender Deadline in the case of the Early Consent Amount or after the Early Tender Deadline but by the Expiration Deadline in the case of the Late Consent Amount.
Payment of any Consent Amount is further conditional on the acceptance by the Company of the Bonds validly tendered in the relevant Offer and the passing of the relevant Extraordinary Resolution and the execution by the Company and the Agents of the relevant Supplemental Agency Agreement.
Where payable, the relevant Consent Amounts will be paid by the Company to relevant Bondholders on the Settlement Date in the same manner as the payment of the Purchase Price and any Early or Late Tender Amount (if applicable) is made to eligible Bondholders.
By submitting a Voting Only Instruction in favour of the relevant Proposal, Bondholders will automatically instruct the Principal Paying, Transfer and Exchange Agent to appoint one or more representatives of the Tender Agent as their proxy to vote in favour of the relevant Extraordinary Resolution at the Meeting. It will not be possible to validly tender Bonds in the Offer or to validly submit Voting Only Instructions in favour of the relevant Proposal without at the same time giving such instructions to the Principal Paying, Transfer and Exchange Agent.
The acceptance by the Company of Bonds validly tendered in the Offers is not dependent on the Extraordinary Resolutions being passed or the Supplemental Agency Agreements being executed. However, if either Meeting is adjourned the Company may choose, in its sole discretion and without limiting its right to otherwise extend, re-open, amend, waive any condition of or terminate either of the Offers or the Proposals as provided in the Tender Offer Memorandum, to amend the terms and conditions of either or both of the Offers and Proposals to provide for the Settlement Date to take place after such adjourned meeting on the same basis as for the original Meetings, which is expected to be on the fourth Business Day (being a day other than a Saturday or a Sunday or a public holiday on which commercial banks and foreign exchange markets are open for business in Abu Dhabi and London) after the adjourned Meeting (and, for the avoidance of doubt, no such amendment to the Settlement Date will entitle Bondholders to revoke any Tender Instructions or Voting Only Instructions in favour of the Proposal).
Under the Offers and the Proposals, all Tender Instructions and Voting Only Instructions in favour of the Proposals will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
The above dates and times are subject to the right of the Company to extend, re-open, amend, and/or terminate the Offers and/or Proposals. Bondholders are advised to check with any bank, securities broker, custodian or other intermediary through which they hold Bonds when such intermediary would require to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer or a Proposal before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions and Voting Only Instructions will be earlier than the relevant deadlines above.
Subject as provided in the Tender Offer Memorandum, the Settlement Date for either or both of the Offers and/or the Proposals may be earlier or later than the above date and could be different. The Company will confirm the final Settlement Date for each Offer and Proposal or both of the Offers and Proposals at the same time as the announcement(s) of the results of the Offers and the Proposals (or of any adjourned Meeting, if applicable).
The Company is under no obligation to accept any tender of Bonds for purchase pursuant to the Offers. Tenders of Bonds for purchase may be rejected in the sole discretion of the Company for any reason and the Company is under no obligation to Bondholders to furnish any reason or justification for refusing to accept a tender of Bonds for purchase. For example, tenders of Bonds may be rejected if the relevant Offer is terminated, if any such tender does not in the determination of the Company comply with the requirements of a particular jurisdiction or if the Company decides not to accept any tenders of Bonds of the relevant Series or of both Series should either or both of the Extraordinary Resolutions not be passed or for any other reason.
Unless stated otherwise, announcements in connection with the Offers and the Proposals will be made by (i) by publication through the electronic communication system of Bloomberg, (ii) publication through DGAP on the ad-hoc news section of its website (www.dgap.de) and (iii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and by the issue of a press release to a Notifying News Service. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent.
Bondholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers and the Proposals.
Requests for information in relation to the Offer or the Proposal should be directed to:
This announcement is released by Aabar Investments PJS 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 (MAR), encompassing information relating to Aabar Investments PJS as issuer of the Bonds as described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Matthew Hurn as authorised signatory of Aabar Investments PJS.
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 Offers or the Proposals. If any Bondholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Proposals or the Extraordinary Resolution to be proposed at the relevant Meeting, it is recommended to seek its own financial, tax and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Bonds 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 such Bonds in the Offers or otherwise participate in the Proposals. None of the Dealer Managers, the Tender Agent or the Company (i) makes any recommendation as to whether Bondholders should tender Bonds pursuant to the Offers or otherwise participate in the Proposals; or (ii) is providing the Bondholders with any legal, business, tax, accounting, or other advice in connection with the Offers or the Proposals.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell bonds (and tenders of Bonds in the Offers will not be accepted from Bondholders) 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 be made by a licensed broker or dealer and either Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such 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 jurisdiction.
The distribution of this announcement and/or 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 the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
United States: The Offers are 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 Bonds may not be tendered in the Offers 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 this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 persons located or resident in the United States. Any purported tender of Bonds in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds 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 Bondholder participating in an Offer will represent that it is not located in the United States 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 such 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 Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers 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. Each 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, Bondholders or beneficial owners of the Bonds that are located in Italy can tender Bonds for purchase pursuant to the Offers 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 Bonds or the Offers.
United Kingdom: The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 directed at 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 any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (including persons who are within Article 43 of the Financial Promotion Order).
France: The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offers has been or shall be distributed to the public in France and only qualified investors (investisseurs qualifiés), other than individuals, 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 (as amended from time to time), are eligible to participate in the Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
United Arab Emirates (excluding Dubai International Financial Centre): The Offers are not being made and will not be publicly promoted or advertised in the United Arab Emirates other than in compliance with laws applicable in the United Arab Emirates governing the issue, offering and sale of securities.
Dubai International Financial Centre: The Offers are not being made and may not be made to any person in the Dubai International Financial Centre unless such offer is: (a) an "Exempt Offer" in accordance with the Market Rules Module of the Dubai Financial Services Authority (the DFSA) rulebook; and (b) made only to persons who meet the Professional Client criteria set out in Rule 2.3.3 of the Conduct of Business Module of the DFSA rulebook.
Kingdom of Bahrain: The Offers do not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006) nor an offer under Module TMA (Take-overs, Mergers and Acquisitions) of Volume 6 of the Rulebook issued by the Central Bank of Bahrain. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers has not been and will not be registered as a prospectus with the Central Bank of Bahrain. Accordingly, no Bonds can be tendered for purchase by, nor will this Announcement, the Tender Offer Memorandum or any other related document or material be used in connection with any offer, sale or invitation to tender Bonds, whether directly or indirectly, to, persons in the Kingdom of Bahrain other than in compliance with Bahrain law.
Kingdom of Saudi Arabia: The communication of this announcement, the Tender Offer Memorandum and any other documents or material relating to the Offers are only being made and the Offers will only be made or advertised in the Kingdom of Saudi Arabia: (i) to persons who have confirmed that they are Sophisticated Investors (as defined in Article 9 of the "Rules on the Offer of Securities and Continuing Obligations" as issued by the Board of the Capital Market Authority (the CMA) resolution number 3-123-2017 dated 27 December 2017, as amended by CMA resolution number 3-45-2018 dated 23 April 2018 (the KSA Regulations))); or (ii) by way of a limited offer under Article 10 of the KSA Regulations. This Tender Offer Memorandum and the Offers shall not therefore constitute a "public offer" pursuant to the KSA Regulations.
This announcement, the Tender Offer Memorandum and the Offers are subject to restrictions on secondary market activity pursuant to Article 15 of the KSA Regulations. Accordingly, any Saudi Investor who has acquired Bonds pursuant to a limited offer may not offer or sell those Bonds to any person unless the offer or sale is made through an authorised person appropriately licensed by the CMA and: (1) the Bonds are offered or sold to a Sophisticated Investor; (2) the price to be paid for the Bonds in any one transaction is equal to or exceeds Saudi Riyals one million or an equivalent amount; or (3) the Bonds are otherwise offered or sold in compliance with Article 15 of the KSA Regulations.
|Company:||Aabar Investments PJS|
|IPIC Tower, Al Murour Street, PO Box 45005|
|Abu Dhabi City|
|United Arab Emirates|
|Listed:||Regulated Unofficial Market in Dusseldorf, Frankfurt, Munich, Stuttgart|
|EQS News ID:||875277|
|End of News||DGAP News Service|
Anleihe im Fokus
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