Aroundtown SA (IRSH)
Aroundtown SA announces offer to the holders of its EUR600,000,000
(EUR277,000,000 outstanding) 1.5% Notes due 2022 and EUR550,000,000 2.125%
Notes due 2023 to tender such Notes for purchase for cash
02-Jul-2019 / 09:01 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA
(THE 'UNITED STATES') OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO PUBLISH OR DISTRIBUTE THIS
DOCUMENT.*
*2 July 2019*
*Aroundtown SA announces offer to the holders of its EUR600,000,000
(EUR277,000,000 outstanding) 1.5% Notes due 2022 and EUR550,000,000 2.125%
Notes due 2023* *to tender such Notes for purchase for cash.*
The Board of Directors of Aroundtown SA (the '*Company*') has decided today
to offer to the holders of its (i) EUR600,000,000 1.5% Notes due 2022 with a
principal amount outstanding of EUR277,000,000 (the '*2022 Notes*') to
tender the 2022 Notes for purchase by the Company for cash (the '*2022
Offer*') and (ii) EUR550,000,000 2.125% Notes due 2023 with a principal
amount outstanding of EUR550,000,000 (the '*2023 Notes*' and, together with
the 2022 Notes, the '*Notes*') to tender the 2023 Notes for purchase by the
Company for cash (the '*2023 Offer*' and, together with the 2022 Offer, the
'*Offers*').
The Offers shall be subject to the satisfaction or waiver of the New
Financing Condition (as defined below) and the terms and conditions set out
in the tender offer memorandum dated 2 July 2019 (the '*Tender Offer
Memorandum*') prepared by the Company.
*After the Settlement Date, the Company will have the option to redeem all
of the then outstanding 2022 Notes or 2023 Notes at their principal amount,
together with accrued but unpaid interest, if any, to (but excluding) the
relevant redemption date, if after the Settlement Date purchases (and
corresponding cancellations) and/or redemptions should have been effected in
respect of 80 per cent or more in aggregate principal amount of the 2022
Notes or 2023 Notes, as applicable.*
Capitalised terms used in this announcement but not defined have the
meanings given to them in the Tender Offer Memorandum.
*Material pricing terms*
*2022
Maxim *2022 *Amount
um Clear subject
*Description *Outstanding Offer ing to the
of the * *ISIN / Principal Sprea Sprea 2022
*2022 Notes* Common Code* Amount* *Benchmark* d* d* Offer*
EUR XS1403685636 EUR 2022 45 To be Any and
600,000,000 / 140368563 277,000,000 Interpolate bps deter all at
1.500 per d Mid-Swap mined the
cent. notes Rate . 2022
due 2022 Maximum
Offer
Spread;
as
further
describ
ed in
the
Tender
Offer
Memoran
dum
*2023
Maxim *2023 *Amount
um Clear subject
*Description *Outstanding Offer ing to the
of the *ISIN / Principal Sprea Sprea 2023
2023 Notes* Common Code* Amount* *Benchmark* d* d* Offer*
EUR XS1532877757 EUR 2023 56 To be Any and
550,000,000 / 153287775 550,000,000 Interpolate bps deter all at
2.125 per d Mid-Swap mined the
cent. notes Rate . 2023
due 2023 Maximum
Offer
Spread;
as
further
describ
ed in
the
Tender
Offer
Memoran
dum
*Rationale for the Offers*
The purpose of the Offers is to proactively manage upcoming debt
redemptions.
*2022 Offer and Modified Dutch Auction Procedure*
Subject to the Minimum Denomination (as defined in the Tender Offer
Memorandum), the 2022 Purchase Price will be determined pursuant to a
modified Dutch auction procedure, as described in the Tender Offer
Memorandum. Under the modified Dutch auction procedure, the Company will
announce as soon as reasonably practicable after the Pricing Time on the
Pricing Date (a) the 2022 Final Acceptance Amount and (b) the price it will
pay for such 2022 Notes (the '*2022 Purchase Price*'), taking into account
the principal amount of 2022 Notes so tendered and the 2022 Offer Spreads
specified (or deemed to be specified, as set out below) by tendering
Noteholders in respect of 2022 Notes (and therefore the 2022 Purchase
Yield). The 2022 Purchase Price (if any) will represent the lowest price
that will enable the Company to purchase an aggregate principal amount of
2022 Notes which equals the 2022 Final Acceptance Amount.
The 2022 Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the principal amount of the 2022
Notes accepted for purchase pursuant to the 2022 Offer, and is intended to
reflect a yield to maturity of the 2022 Notes on the Settlement Date based
on the 2022 Purchase Yield. Specifically, the 2022 Purchase Price will equal
(a) the value of all remaining payments of principal and interest on the
Notes up to and including the scheduled maturity date of the 2022 Notes,
discounted to the Settlement Date at a discount rate equal to the 2022
Purchase Yield (calculated as the sum of the 2022 Clearing Spread and the
2022 Interpolated Mid-Swap Rate), minus (b) Accrued Interest.
The 2022 Clearing Spread shall be the lower of (i) 45 basis points (the
'*2022 Maximum Offer Spread*') and (ii) a single spread specified in 2022
Competitive Tender Instructions by tendering Noteholders, such that (i) or
(ii) will enable the Company to purchase its desired principal amount of
2022 Notes. If no 2022 Competitive Tender Instructions are tendered, the
2022 Clearing Spread will be the 2022 Maximum Offer Spread.
The 2022 Clearing Spread will apply to all 2022 Notes accepted for purchase,
irrespective of whether a 2022 Competitive Tender Instruction or 2022
Non-Competitive Tender Instruction is submitted in respect of such 2022
Notes.
*2023 Offer and Modified Dutch Auction Procedure*
Subject to the Minimum Denomination (as defined in the Tender Offer
Memorandum), the 2023 Purchase Price will be determined pursuant to a
modified Dutch auction procedure, as described in the Tender Offer
Memorandum. Under the modified Dutch auction procedure, the Company will
announce as soon as reasonably practicable after the Pricing Time on the
Pricing Date (a) the 2023 Final Acceptance Amount and (b) the price it will
pay for such 2023 Notes (the '*2023 Purchase Price*'), taking into account
the principal amount of 2023 Notes so tendered and the 2023 Offer Spreads
specified (or deemed to be specified, as set out below) by tendering
Noteholders in respect of 2023 Notes (and therefore the 2023 Purchase
Yield). The 2023 Purchase Price (if any) will represent the lowest price
that will enable the Company to purchase an aggregate principal amount of
2023 Notes which equals the 2023 Final Acceptance Amount.
The 2023 Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the principal amount of the 2023
Notes accepted for purchase pursuant to the 2023 Offer, and is intended to
reflect a yield to maturity of the 2023 Notes on the Settlement Date based
on the 2023 Purchase Yield. Specifically, the 2023 Purchase Price will equal
(a) the value of all remaining payments of principal and interest on the
Notes up to and including the scheduled maturity date of the 2023 Notes,
discounted to the Settlement Date at a discount rate equal to the 2023
Purchase Yield (calculated as the sum of the 2023 Clearing Spread and the
2023 Interpolated Mid-Swap Rate), minus (b) Accrued Interest.
The 2023 Clearing Spread shall be the lower of (i) 56 basis points (the
'*2023 Maximum Offer Spread*') and (ii) a single spread specified in 2023
Competitive Tender Instructions by tendering Noteholders, such that (i) or
(MORE TO FOLLOW) Dow Jones Newswires
July 02, 2019 03:01 ET (07:01 GMT)
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