Regulatory News
EUROFINS SCIENTIFIC S.E. (Paris:ERF) (the "Company") notifies holders or beneficial owners (together the "Bondholders" or the "Holders") of all of the outstanding bonds (the "Remaining Bonds") of the EUR150,000,000 Deeply Subordinated Fixed to Floating Rate Bonds (ISIN: FR0010474627) issued in two tranches on 22 May 2007 and 17 February 2011 for cash (the "Bonds") of its decision to exercise its call option (the "Call") in accordance with condition 5(d) (Purchases and Cancellation) of the terms and conditions of the aforementioned Bonds (the "Terms and Conditions") and redeem all the said Remaining Bonds at par value (the "Notice
Capitalized terms used in this Notice and not otherwise defined herein shall have the meanings ascribed to them in the Terms and Conditions.
This Notice is irrevocable.
The Remaining Bonds will upon purchase by the Company be cancelled and will not be re-issued or re-sold. They will be redeemed (in whole but not in part) at their principal amount together with any amounts outstanding thereon including an amount equal to any Outstanding Amounts, together with interest accrued thereon at the Prevailing Rate (the "Call Consideration
The Company has repurchased on 4February 2013 and 2May 2013 a total amount of 2,872 Bonds for an aggregate nominal amount of EUR 143,600,000 under two successive tender offers. Consequently, at the date hereof, the nominal amount of the Remaining Bonds is EUR 6,400,000 corresponding to 128 Bonds.
The condition for the exercise of the Call pursuant to condition 5 (d) of the Terms and Conditions that the Issuer or any of the Issuer's subsidiaries has prior to notice purchased Bonds equal to or in excess of 75 per cent of the aggregate principal amount of the Bonds initially issued is therefore met.
The Call is also in accordance with the tender offer memorandum dated 18 April 2013 that indicated that upon completion of the tender offer, the Company reserves the right to exercise its call option in accordance with condition 5(d) (Purchases and Cancellation) of the Terms and Conditions and redeem those Bonds which have not been tendered at par value, and not at 105 per cent of the principal amount of such Bonds, and that therefore the said tender offer might represent the final opportunity for Bondholders to redeem their Bonds at a price which is above the par value of the Bonds.
The targeted execution date of the Call is 17 June 2013, such date being not later than 30 days before and not 45 days after the present Notice in accordance with condition 10 of the Terms and Conditions (Notices
The settlement date for the Call is expected to be 17 June 2013 (the "Settlement Date"). All sales pursuant to the Call will settle through the normal procedures of Euroclear France and Clearstream, Luxembourg. On the Settlement Date, the Company shall pay, or procure the payment of, to each Holder of a Remaining Bond an amount in cash equal to the relevant Call Consideration.
Payment of the relevant Call Consideration, by or on behalf of the Company shall fully and finally discharge its obligations to the relevant Holders in respect of the Remaining Bonds purchased by the Company pursuant to the Call. Under no circumstances will any additional interest be payable by the Company to a Holder due to any delay in the transmission of funds from the relevant clearing system or any other intermediary with respect to such Remaining Bonds of that Holder.
Citibank ("Citi") will act as sole Principal Paying Agent for the Call.
Citi: Citibank N.A., London Branch. Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB
C/O Citibank N.A., Dublin Office. 1 North Wall Quay, IFSC, Dublin 1, Ireland
Tel: 353 1 622 2211 Email: corporateaction.instruction@citi.com
THIS NOTICE IS NOT FOR 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 THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
Contacts:
EUROFINS SCIENTIFIC S.E.
