Aggregate Holdings SA
Aggregate Holdings SA
- WKN: A184P9
- ISIN: DE000A184P98
- Land: Luxemburg
Nachricht vom 22.10.2020 | 10:21
AGGREGATE HOLDINGS S.A. ANNOUNCES OFFER TO EXCHANGE
DGAP-News: Aggregate Holdings SA
/ Key word(s): Bond
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT IS QUALIFIED OR MAY HAVE BEEN QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
AGGREGATE HOLDINGS S.A. ANNOUNCES OFFER TO EXCHANGE
22 October 2020
Aggregate Holdings S.A. (the "Offeror") announces invitations to the holders ("Holders") of its €350,000,000 5.00% Notes due 2021 (ISIN DE000A184P98) (the "Existing Notes"), to tender for exchange any and all of their Existing Notes for notes with a specified denomination of €1,000 each due 2025 and with a minimum yield of 5.50% per annum and a minimum issue size of EUR 250,000,000 (the "New Notes") to be issued by the Offeror (ISIN DE000A28ZT71) as soon as practicable after the Expiration Time (the "Exchange Offer"). The New Notes will be sold with a minimum subscription size of EUR 100,000 and thus Existing Notes tendered for exchange will only be accepted in respect of a principal amount of Existing Notes of no less than EUR 100,000 (the "Minimum Exchange Amount"). The Exchange Offer is made on the terms and subject to the conditions and offer restrictions set out in the offer to exchange statement dated 22 October 2020 (the "Offer to Exchange Statement") and prepared by the Offeror. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Offer to Exchange Statement.
Summary of the Exchange Offer
The Exchange Offer
The exchange ratio for each of the Existing Notes exchanged by the Offeror pursuant to the Exchange Offer (the "Exchange Ratio") will be 1 (one). Holders will receive one New Note (in a denomination of € 1,000) for each Existing Note (in a denomination of € 1,000) tendered for exchange, subject to the Minimum Exchange Amount being submitted for exchange. Accrued and unpaid interest on the Existing Notes accepted for exchange will also be paid for the period from, and including, the interest payment date immediately preceding the Settlement Date (see "Indicative Timetable"), to but excluding the Settlement Date. In addition, the Offeror will pay a cash consideration for each Existing Note tendered for exchange as set out in the table above (the "Cash Consideration").
The Exchange Offer is conditional upon (i) the issue of the New Notes, and (ii) the satisfaction or waiver of the General Conditions set out in the Offer to Exchange Statement.
Upon completion of the Exchange Offer, Existing Notes validly tendered for exchange and accepted for exchange will be cancelled. Existing Notes that are not successfully exchanged pursuant to the Exchange Offer and the terms and conditions set out in the Offer to Exchange Statement will remain outstanding and will remain subject to the terms and conditions of such Existing Notes.
Exchange Instructions will be irrevocable except in the limited circumstances described in the Offer to Exchange Statement.
The Offeror reserves the right not to accept any Exchange Instruction, not to exchange Existing Notes or to extend, terminate, withdraw or modify in any manner any of the terms and conditions of the Exchange Offer.
Holders should take note of the following dates in connection with the Exchange Offer. The dates below are, however, subject to modification and they may be extended, reopened or amended in accordance with the terms of the Offer to Exchange Statement.
The Offeror has engaged Deutsche Bank Aktiengesellschaft and Banco Santander, S.A. to act as dealer managers for the Exchange Offer (the "Dealer Managers"). Questions regarding the terms of the Exchange Offer may be directed to the Dealer Managers. The Offeror has engaged Lucid Issuer Services Limited to act as Exchange Agent. Questions or requests for assistance or copies of the Offer to Exchange Statement may be directed to the Exchange Agent.
Before making a decision with respect to the Exchange Offer, Holders should carefully consider all of the information in the Offer to Exchange Statement and, in particular, the risk factors described in the section entitled "Risk Factors and Other Considerations."
This announcement is released by Aggregate Holdings S.A. and contains information that is qualified or may have been qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, encompassing information relating to the Exchange Offer described above.
This announcement must be read in conjunction with the Offer to Exchange Statement. This announcement and the Offer to Exchange Statement contain important information which should be read carefully before any decision is made with respect to an exchange of Existing Notes pursuant to the Exchange Offer. The Offer to Exchange Statement should also be consulted for information regarding the procedures for participating in the Exchange Offer and the conditions for the completion of the Exchange Offer. To receive copies of the Offer to Exchange Statement or for questions relating to the Exchange Offer, please contact the Dealer Managers or the Exchange Agent using the contact information given above. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the Exchange Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity directly if it wishes to exchange Existing Notes in the Exchange Offer. None of the Offeror, the Dealer Managers or the Exchange Agent (or any of their respective directors, employees or Affiliates) is providing Holders with any legal, business, tax or other advice in this announcement or the Offer to Exchange Statement or makes any representation or recommendation whatsoever regarding this announcement, the Offer to Exchange Statement, the Exchange Offer or whether Holders of Existing Notes should exchange Existing Notes pursuant to the Exchange Offer or refrain from exchanging any Existing Notes, and none of them has authorised any person to make any such recommendation.
Any deadlines set by any intermediary or clearing system may be earlier that the deadlines specified in the Offer to Exchange Statement.
This announcement includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this announcement, including, without limitation, those regarding the intentions, beliefs or current expectations of the Offeror. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. The Offeror caution you that forward-looking statements are not guarantees of future performance, actions or events and that the actual conditions, actions or events may differ materially from (and may be more negative than) those made in, or suggested by, the forward-looking statements contained in this announcement.
This announcement is for informational purposes only and does not constitute an offer or an invitation to participate in the Exchange Offer. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Offeror, the Dealer Managers and the Exchange Agent to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
OFFER AND DISTRIBUTION RESTRICTIONS
The Offer to Exchange Statement does not constitute an offer or an invitation to participate in the Exchange Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of the Offer to Exchange Statement in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Exchange Statement comes are required by each of the Offeror, the Dealer Managers and the Exchange Agent to inform themselves about and to observe any such restrictions.
The Exchange 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, telex, telephone and the internet. The Existing Notes may not be tendered for exchange in the Exchange Offer by any such use, means, instrumentality or facility from or within the United States or by a U.S. person as defined in the Regulation S of the Securities Act. Accordingly, copies of the Offer to Exchange Statement and any other documents or materials relating to the Exchange 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 for exchange of Existing Notes in the Exchange Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender for exchange of Existing 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 Holder participating in the Exchange Offer will represent that it is a non-U.S. person (as such term is defined in Regulation S) located outside the United States or a dealer or other professional fiduciary in the United States acting on a discretionary basis only for the benefit or account of non-U.S. persons located outside 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.
The communication of the Offer to Exchange Statement and any other documents or materials relating to the Exchange Offer have not been approved by an authorised person for the purposes of section 21 of the FSMA. 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 is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only be communicated to (1) those persons who are existing members or creditors of the Offeror or other persons within Article 43(2) of the Financial Promotion Order, and (2) any other persons to whom such documents and/or materials may lawfully be communicated in circumstances in which section 21(1) of the FSMA does not apply to the Offeror.
Republic of Italy
Neither the Exchange Offer, nor the Offer to Exchange Statement or any other documents or materials relating to the Exchange Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (the "CONSOB"), pursuant to applicable Italian laws and regulations.
The Exchange Offer is being carried out in the Republic of 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 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Regulation No. 11971"). Accordingly, the Offer to Exchange Statement and any other offering material relating to the Exchange Offer may not be distributed to the public in the Republic of Italy and only qualified investors (investitori qualificati), as defined under Article 35, paragraph 1, letter d) of Regulation No. 20307 pursuant to Article 100 of the Financial Service Act and Article 34-ter, first paragraph, letter b) of Regulation No. 11971 are eligible to participate in the Exchange Offer.
Holders who are located in the Republic of Italy can tender for exchange the Existing Notes in the Exchange Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of 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, the Bank of Italy 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 Existing Notes or the Exchange Offer or the Offer to Exchange Statement or any other documents or materials relating to the Exchange Offer.
The Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France. The Offer to Exchange Statement and any other offering material relating to the Exchange Offer may not be distributed to the public in the Republic of 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), other than individuals, acting for their own account, 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 Exchange Offer. Neither this Offer to Exchange Statement, nor any other such offering material has been submitted for clearance to the Autorité des marchés financiers.
This announcement and the Exchange Offer do not constitute an offer to buy or the solicitation of an offer to sell Existing Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Exchange Offer to be made by a licensed broker or dealer and the Dealer Managers or, where the context so requires, any of their respective Affiliates is such a licensed broker or dealer in that jurisdiction, the Exchange Offer shall be deemed to be made on behalf of the Offeror by the Dealer Managers or their respective Affiliate (as the case may be) in such jurisdiction.
Each Holder participating in the Exchange Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Offer to Exchange Statement. Any tender for exchange of Existing Notes pursuant to the Exchange Offer from a Holder that is unable to make these representations may be rejected. Each of the Offeror, the Dealer Managers and the Exchange Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender for exchange of Existing Notes pursuant to the Exchange Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender for exchange may be rejected.
Aggregate Holdings S.A.
+352 26 478777 21
|Company:||Aggregate Holdings SA|
|Rue Antoine Jans 10|
|Phone:||00352 26 478 777 21|
|Listed:||Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt, Stuttgart|
|EQS News ID:||1142465|
|End of News||DGAP News Service|
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