DJ 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
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
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(ii) will enable the Company to purchase its desired principal amount of
2023 Notes. If no 2023 Competitive Tender Instructions are tendered, the
2023 Clearing Spread will be the 2023 Maximum Offer Spread.
The 2023 Clearing Spread will apply to all 2023 Notes accepted for purchase,
irrespective of whether a 2023 Competitive Tender Instruction or 2023
Non-Competitive Tender Instruction is submitted in respect of such 2023
Notes.
*Accrued Interest*
The Company will also pay an Accrued Interest Payment in respect of Notes
validly tendered and delivered and accepted for purchase by the Company
pursuant to the Offers.
*New Financing Condition*
The Company is not under any obligation to accept for purchase any Notes
tendered pursuant to any Offer. The acceptance for purchase by the Company
of Notes tendered pursuant to an Offer is at the sole discretion of the
Company and tenders may be rejected by the Company for any, or no, reason.
In addition, the Company announced on 2 July 2019 that it may issue new
euro-denominated fixed rate notes (the '*New Notes*') under its
EUR10,000,000,000 Euro Medium Term Note Programme. Whether the Company will
accept for purchase Notes validly tendered pursuant to an Offer is subject,
without limitation, to the successful completion (in the sole determination
of the Company) of the issue of the New Notes (the '*New Financing
Condition*') or the waiver of such New Financing Condition at the sole
discretion of the Company.
*Final Acceptance Amount*
Subject to satisfaction of the New Financing Condition on or prior to the
Settlement Date, the 2022 Final Acceptance Amount and the 2023 Final
Acceptance Amount will be determined by the Company in its sole discretion
at or around the Pricing Time on the Pricing Date and will be announced by
the Company as soon as reasonably practicable after the Pricing Time on the
Pricing Date.
*Scaling of Tender Offers for the 2022 Notes*
In the circumstances (described in the Tender Offer Memorandum) in which
2022 Notes validly tendered pursuant to the 2022 Offer are to be accepted on
a _pro rata_ basis (subject to satisfaction or waiver of the New Financing
Condition on or prior to the Settlement Date), each such tender of 2022
Notes will be scaled by a factor (the '*2022* *Scaling Factor*') equal to
(i) the 2022 Final Acceptance Amount less the aggregate principal amount of
the 2022 Notes that have been validly tendered and accepted for purchase and
are not subject to acceptance on a pro rata basis (if any), divided by (ii)
the aggregate principal amount of the 2022 Notes that have been validly
tendered and are subject to acceptance on a _pro rata_ basis (subject to
adjustment to allow for the aggregate principal amount of 2022 Notes
accepted for purchase, following the rounding of tenders of such 2022 Notes
described in the next sentence, to equal the 2022 Final Acceptance Amount
exactly). Each tender of 2022 Notes that is scaled in this manner will be
rounded down to the nearest EUR1,000.
Each tender of 2022 Notes that is subject to scaling will be rounded to the
nearest EUR1,000 in nominal amount (and subject to a minimum amount of
EUR100,000). In addition, in the event of any such scaling, the Company will
use reasonable endeavours to apply pro rata scaling (to the extent
practicable, and adjusted as may be applicable) to each valid tender of 2022
Notes in such a manner as will result in both:
* the relevant Noteholder transferring to the Company an aggregate nominal
amount of 2022 Notes; and
* the relevant Noteholder's residual amount of 2022 Notes (being the nominal
amount of the 2022 Notes the subject of the relevant Tender Instruction that
are not accepted for purchase by virtue of such scaling),
amounting, in each case, to either (i) at least EUR100,000 or (ii) zero, and
the Company therefore reserves the right (but shall not be obliged) to
adjust the 2022 Scaling Factor applicable to any relevant Tender Instruction
accordingly.
*Scaling of Tender Offers for the 2023 Notes*
In the circumstances (described in the Tender Offer Memorandum) in which
2023 Notes validly tendered pursuant to the 2023 Offer are to be accepted on
a _pro rata_ basis (subject to satisfaction or waiver of the New Financing
Condition on or prior to the Settlement Date), each such tender of 2023
Notes will be scaled by a factor (the '*2023* *Scaling Factor*') equal to
(i) the 2023 Final Acceptance Amount less the aggregate principal amount of
the 2023 Notes that have been validly tendered and accepted for purchase and
are not subject to acceptance on a pro rata basis (if any), divided by (ii)
the aggregate principal amount of the 2023 Notes that have been validly
tendered and are subject to acceptance on a _pro rata_ basis (subject to
adjustment to allow for the aggregate principal amount of 2023 Notes
accepted for purchase, following the rounding of tenders of such 2023 Notes
described in the next sentence, to equal the 2023 Final Acceptance Amount
exactly). Each tender of 2023 Notes that is scaled in this manner will be
rounded down to the nearest EUR1,000.
Each tender of 2023 Notes that is subject to scaling will be rounded to the
nearest EUR1,000 in nominal amount (and subject to a minimum amount of
EUR100,000). In addition, in the event of any such scaling, the Company will
use reasonable endeavours to apply pro rata scaling (to the extent
practicable, and adjusted as may be applicable) to each valid tender of 2023
Notes in such a manner as will result in both:
* the relevant Noteholder transferring to the Company an aggregate nominal
amount of 2023 Notes; and
* the relevant Noteholder's residual amount of 2023 Notes (being the nominal
amount of the 2023 Notes the subject of the relevant Tender Instruction that
are not accepted for purchase by virtue of such scaling),
amounting, in each case, to either (i) at least EUR100,000 or (ii) zero, and
the Company therefore reserves the right (but shall not be obliged) to
adjust the 2023 Scaling Factor applicable to any relevant Tender Instruction
accordingly.
*Total Amount Payable to Noteholders*
If, in respect of the 2022 Notes or the 2023 Notes, as applicable, the
Company decides to accept valid tenders of Notes pursuant to the Offers, the
total consideration that will be payable to each Noteholder on the
Settlement Date for the Notes accepted for purchase from such Noteholder
will be an amount (rounded to the nearest EUR0.01, with EUR0.005 being
rounded upwards) equal to the sum of:
(a) the product of (i) the aggregate principal amount of the Notes accepted
for purchase from such Noteholder pursuant to the Offers and (ii) the
relevant Purchase Price; and
(b) the Accrued Interest Payment on the Notes.
The Purchase Price will be determined in accordance with market convention,
at the Pricing Time on the Pricing Date in the manner described in the
Tender Offer Memorandum.
*Expected Timetable of Key Events*
The following table sets forth the expected dates and times of the key
events relating to the Offers. The times and dates below are indicative only
and subject to changes.
*Events* *Times and Dates *
(All times are CEST)
*Commencement of the Offers*
2 July 2019
Announcement of the Offers made by
publication on the website of the
Irish Stock Exchange at www.ise.ie
[1] and through the Clearing
Systems. Tender Offer Memorandum
available from the Tender Agent.
*Expiration Deadline*
5:00 p.m. on 8 July 2019
Final deadline for receipt of
valid Tender Instructions by the
Tender Agent in order for
Noteholders to be able to
participate in the Offers.
*Announcement of Indicative
Results* As soon as reasonably
practicable after the
Announcement by the Company of Expiration Deadline
whether it intends to accept valid
tenders of Notes pursuant to the
Offers and, if so accepted,
details of (i) the indicative
aggregate principal amount of each
series of Notes to be accepted for
purchase pursuant to the Offers,
(ii) the indicative 2022 Clearing
Spread, if applicable, (iii) the
indicative 2023 Clearing Spread,
if applicable, (iv) the indicative
2022 Scaling Factor, if
applicable, and (v) the indicative
2023 Scaling Factor, if
applicable.
*Pricing Date and Pricing Time*
9 July 2019 at or around
Determination of the 2022 Purchase 12:00 noon
Yield, 2022 Clearing Spread, 2022
Interpolated Mid-Swap Rate, 2022
Final Acceptance Amount, any 2022
Scaling Factor, 2022 Purchase
Price, the 2023 Purchase Yield,
2023 Clearing Spread, 2023
Interpolated Mid-Swap Rate, 2023
Final Acceptance Amount, any 2023
Scaling Factor and 2023 Purchase
Price.
*Announcement of Offer Results*
As soon as reasonably
Announcement, in respect of each practicable after the Pricing
series of Notes, of whether the Time on the Pricing Date
Company will accept (subject to
satisfaction or waiver of the New
Financing Condition on or prior to
the Settlement Date) valid tenders
of Notes pursuant to the Offers
and, if so accepted, 2022
Interpolated Mid-Swap Rate, the
2022 Final Acceptance Amount, the
2022 Purchase Yield, the 2022
Clearing Spread, the 2022 Purchase
Price, any 2022 Scaling Factor,
2023 Interpolated Mid-Swap Rate,
the 2023 Final Acceptance Amount,
the 2023 Purchase Yield, the 2023
Clearing Spread, the 2023 Purchase
Price and any 2023 Scaling Factor.
*Settlement Date*
Expected to be 11 July 2019
Subject to satisfaction or waiver
of the New Financing Condition on
or prior to the Settlement Date,
expected Settlement Date for the
Offers.
The Company may, subject to applicable laws, at its option and in its sole
discretion, at any time before any acceptance by it of any Notes tendered
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