Company name Kedrion S.p.A.
Headline Tender Offer


RNS Number : 3112J
Kedrion S.p.A.
27 June 2017
 

Tender Offer for €300,000,000 4.625 per cent. Notes due 24 April 2019

 

NOT FOR RELEASE, PUBLICATION OR 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 OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Milan, 27 June 2017. Kedrion S.p.A. (the "Company") hereby announces an invitation to the holders ("Noteholders") of its outstanding €300,000,000 4.625 per cent. Notes due 24 April 2019 (the "Notes") to tender their Notes for purchase by the Company for cash (the "Offer") on the terms and subject to the satisfaction or waiver of the New Notes Condition (as defined below) and the other conditions set out in the tender offer memorandum dated 27 June 2017 (the "Tender Offer Memorandum") prepared in connection with the Offer, and subject to the offer and distribution restrictions set out below. Capitalised terms used herein but not defined have the meanings given to them in the Tender Offer Memorandum.    

The purpose of the Offer is to allow the Company to optimise its financial structure, including debt maturities and cost of debt. The Company announced today its intention to issue a series of new euro-denominated notes (the "New Notes"). It is intended that the issue of the New Notes will allow an extension of the average maturity of the debt of the Company and the reduction of its average cost on the basis of present trend of interest rates, in particular in the Eurozone. All or part of the proceeds from the New Notes may also be used by the Company to fund the Offer. Notes purchased by the Company pursuant to the Offer will be cancelled and will not be reissued or resold. Notes which have not been validly submitted and/or accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date. The Company is therefore inviting all Noteholders (subject to the restrictions described in the Tender Offer Memorandum) to offer their Notes for sale to it on the terms set out in the Tender Offer Memorandum.

Purchase Price

The Purchase Price for Notes validly tendered and accepted for purchase will be a fixed purchase price of 107% of the principal amount of each Note accepted by the Company for purchase pursuant to the Offer (being €1,070 per €1,000 in principal amount of such Notes).

The Company will also pay accrued and unpaid interest on the relevant Notes from (and including) the immediately preceding interest payment date for the Notes to (but excluding) the Settlement Date.

Key Terms of the Offer

Subject to the right of the Company to extend, re-open, withdraw, terminate or amend the terms and conditions of the Offer contained in the Tender Offer Memorandum, the Company will purchase for cash the Notes validly tendered by Noteholders and accepted by the Company. The Company is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The Company intends to purchase any and all Notes validly offered for sale, subject to the right to accept or reject valid Tender Instructions in its sole and absolute discretion and for any reason.

Whether the Company will accept for purchase any Notes validly tendered in the Offer is subject, without limitation, to (i) the pricing of the New Notes, (ii) the signing by the Company and the Joint Lead Managers (as defined below) of a subscription agreement for the purchase of, and subscription for, the New Notes, and (iii) such subscription agreement remaining in full force and effect as at the Settlement Date (the "New Notes Condition").

If the New Notes Condition is not satisfied, the Company reserves the right (at its sole discretion) to waive the New Notes Condition and proceed with the Offer and/or to issue the New Notes. The Company will not waive the New Notes Condition without giving Noteholder the limited revocation rights described in the "Amendment and Termination" section of the Tender Offer Memorandum.

There is no maximum acceptance amount in respect of the Notes and relevant tenders will not be subject to pro-ration.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and the Accrued Interest Payment pursuant to the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by Lucid Issuer Services Limited (the "Tender Agent") by 5 p.m., CET time, on 4 July 2017 (the "Expiration Deadline"). Once delivered, Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum principal amount of Notes of not less than €100,000, being the minimum denomination of the Notes, and integral multiples of €1,000 in excess thereof.

Subject to applicable laws and regulations and as provided in the Tender Offer Memorandum, the Company may, in its sole and absolute discretion, extend, re-open, amend or terminate the Offer at any time before the Announcement of Results of the Offer and may, in its sole and absolute discretion, waive any of the conditions to the Offer either before or after the Announcement of Results of the Offer.

Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

Expected Timetable of Events

The times and dates below are indicative only.

Events

Times and Dates

Commencement of the Offer


Announcement of the Offer and of intention of the Company to issue the New Notes. Tender Offer Memorandum available from the Tender Agent (subject to the offer and distributions restrictions).

27 June 2017



Expiration Deadline


Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offer.

 

5  p.m. CET on 4 July 2017



Announcement of Indicative Results of the Offer


Announcement by the Company of a non-binding indication of the aggregate principal amount of the Notes accepted for purchase, subject to satisfaction or waiver of the New Notes Condition and acceptance by the Company of valid tenders of Notes.

As soon as reasonably practicable on 5 July 2017



Announcement of Final Results of the Offer and whether the New Notes Condition has been satisfied or waived


Announcement of whether the Company's decision whether to accept valid tender of Notes for purchase pursuant to the Offer (including, if applicable, the Settlement Date for the Offer).

 

Details of:

(i)            the Accrued Interest (expressed as a percentage of the principal amount of each Note accepted for purchase in the Offer); and

(ii)           whether the New Notes Condition has been satisfied or waived,

distributed by way of announcements.

As soon as reasonably practicable on 12 July 2017



Settlement Date


Subject to the satisfaction or waiver of the New Notes Condition, expected Settlement Date for the Offer.

Expected to be 12 July 2017

The above important times and dates are indicative only and are subject to the right of the Company to extend, re-open, amend and/or terminate the Offer (subject to applicable laws and regulations and as provided in the Tender Offer Memorandum).  Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer, before the deadlines specified in the Tender Offer Memorandum.  The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. 

Further Information

The Offer is described in full in the Tender Offer Memorandum which is available from the Tender Agent. Banca IMI S.p.A., Mediobanca - Banca di Credito Finanziario S.p.A. and Natixis are Joint Dealer Managers for the Offer. The Company has also appointed the Joint Dealer Managers as Joint Lead Managers of the offering of the New Notes (the "Joint Lead Managers"). Requests for information in relation to the Offer should be directed to:

 

THE JOINT DEALER MANAGERS

 

Banca IMI S.p.A.

Largo Mattioli, 3

20121 Milan

Italy

 

Telephone: +39 02 72615938

Attention: Liability Management

Email: Liability.Management@bancaimi.com

 

 

Mediobanca - Banca di Credito Finanziario S.p.A.
Piazzetta E. Cuccia, 1
20121 Milan
Italy

Telephone: +39 02 88291 

Attention: Liability Management

Email: MB_LM _CORP_IT@mediobanca.com

 

 

Natixis
30, avenue Pierre Mendès France

75013 Paris

France


Telephone: +390200667154
Attention: Liability Management
Email: liability.management-corporate@natixis.com

 

 

Requests for copies of the Tender Offer Memorandum, for information in relation to the procedures for tendering Notes in the Offer and the submission of Tender Instructions should be directed to:

 

THE TENDER AGENT

 

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA United Kingdom

 

Telephone: +44 (0) 20 7704 0880

Attention: Arlind Bytyqi

Email: kedrion@lucid-is.com

 

 

 

 

DISCLAIMER

 

Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the Offer) and each Noteholder must make its own decision as to whether to tender any or all of its Notes for purchase pursuant to such Offer.

 

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 Offer. If you are in any doubt as to the contents of the Tender Offer Memorandum or the action you should take, it is recommended you seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of the Company, the Joint Dealer Managers or Lucid Issuer Services Limited, or any of their respective directors, officers, employees, agents or affiliates is acting for any Noteholder, makes any recommendation whether Noteholders should tender Notes pursuant to the Offer or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Joint Dealer Managers, Lucid Issuer Services Limited or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Notes which is material in the context of the Offer and which is not otherwise publicly available.

 

None of the Joint Dealer Managers, Lucid Issuer Services Limited, the Company or any of their respective directors, officers, employees, agents or affiliates make any representation or recommendation whatsoever regarding the Offer, or any recommendation as to whether Noteholders should tender Notes in the Offer.



OFFER AND DISTRIBUTION RESTRICTIONS

 

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws and regulations. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by laws and regulations.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

United States

The Offer is 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 or to any U.S. person (within the meaning of Regulation S of the United States Securities Act of 1933, as amended (each a U.S. person)).  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  The Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. person.  Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the 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 or to any persons located or resident in the United States or to any U.S. person.  Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. person or 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.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons. The Notes and the New Notes may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The Notes and the New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons.

Each holder of Notes participating in the Offer will represent that it is not a U.S. person or located in the United States and it is not participating in the Offer from the United States, or that it is acting on a non-discretionary basis for a principal that is located outside the United States that is not giving an order to participate in the Offer from the United States and is not a U.S. person.  For the purposes of the Tender Offer Memorandum, "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 Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer 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.  The 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 Italian 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.  Holders or beneficial owners of the Notes may tender their Notes in the Offer 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. 16190 of 29 October 2007, as amended, and Italian Legislative Decree No. 385 of September 1, 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 Notes, the Offer or the Tender Offer Memorandum.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer 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 (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 of the FSMA on the basis that it is only directed at and may only be communicated to (i) those persons who are existing members or creditors of the Company or other persons within Article 43 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended and (ii) any other persons to whom these documents and/or materials may lawfully be communicated in accordance therewith (together being referred to as "relevant persons" in this paragraph), and must not be acted on or relied upon by persons other than relevant persons.  Any investment activity referred to in the Tender Offer Memorandum or such other documents and/or materials are available only to relevant persons and will be engaged in only with relevant persons.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France").  Neither this announcement nor the Tender Offer Memorandum nor any other document or material relating to the Offer has been or shall be distributed to the public in 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) 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, are eligible to participate in the Offer. Neither the Tender Offer Memorandum nor any other documents and materials have been submitted for clearance to the Autorité des Marchés Financiers.

Belgium

None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marches financiers / Autoriteit financiële diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account or (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement or the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

General

The Tender Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation appears to be unlawful, provided that Noteholders may not rely on the Company, the Joint Dealer Managers or the Tender Agent or their respective affiliates (or their respective directors, employees, agents, or advisers) in connection with the determination as to the legality of their participation in the Offer or as to the other matters referred to below.  In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer or similar and any of the Joint Dealer Managers or their respective affiliates is such a licensed broker or dealer or similar in any such jurisdiction, the Offer shall be deemed to be made by such Joint Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Persons into whose hands the Tender Offer Memorandum comes are required by the Company and the Joint Dealer Managers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they tender Notes in the Offer or possess, distribute or publish the Tender Offer Memorandum or any related offering material, in all cases at their own expense.

In addition to the representations referred to above in respect of the United States, Italy, the United Kingdom, France and Belgium, each Noteholder participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer" in the Tender Offer Memorandum Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will be rejected.  Each of the Company, the Joint Dealer Managers and the Tender Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Noteholder's responsibility for the representations made by it), to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender will be rejected. 

For the avoidance of doubt, nothing in this notice, the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or a solicitation of an offer to buy the New Notes.

 

No action has been or will be taken in any jurisdiction by the Joint Dealer Managers, the Joint Lead Managers, the Tender Agent or the Company that would permit a public offering of the New Notes in certain jurisdictions and circumstances where it is restricted by law. In particular, the New Notes are not being, and will not be, offered or sold in the United States. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the "Securities Act"). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). Offering of the New Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for any offer of securities.

 

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the Prospectus and no reliance is to be placed on any representations other than those contained in the Prospectus, to the extent incorporated therein. Subject to compliance with all applicable securities laws and regulations, the Prospectus will be available from the Joint Lead Managers on request.

 

 

 This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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