13 Mar 2013

DTEK Finance B.V. Commences a Tender Offer

Source: RNS
RNS Number : 8602Z
DTEK Finance B.V.
12 March 2013
 

 

 

Press-release

 

 

 

NOT FOR PUBLIC DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS")

 

March 12, 2013

 

DTEK Finance B.V. Commences a Tender Offer and Consent Solicitation for the outstanding $500,000,000 9.5% Senior Notes due 2015 issued by DTEK Finance B.V.

 

DTEK Finance B.V. (the "Issuer") announces today (i) an offer to the holders of the outstanding U.S.$500,000,000 9.5% Senior Notes due 2015 issued by the Issuer and guaranteed by DTEK Holdings B.V. (the "Parent Guarantor") and DTEK Holdings Limited (the "Notes") to tender up to an aggregate principal amount of $300,000,000 (the "Maximum Acceptance Amount") of such Notes for purchase by the Issuer for cash (the "Tender Offer"); and (ii) a proposal to amend certain covenants and other provisions (the "Amendments") contained in the Indenture dated April 28, 2010 (the "Consent Solicitation", and together with the Tender Offer, the "Offer"). The Tender Offer and the Consent Solicitation shall be subject to the terms and conditions set out in the Tender Offer and Consent Solicitation Statement dated March 12, 2013 (the "Tender Offer and Consent Solicitation Statement") prepared by the Issuer. The Issuer's purchase of the Notes is conditional, among other conditions, upon the New Issue Condition (as defined below).

 

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer and Consent Solicitation Statement.

 

The purpose of the Offer is to refinance a portion of the Issuer's indebtedness under the Indenture and proactively manage the Issuer's debt maturity profile by acquiring outstanding Notes out of proceeds generated from the issuance and offering of the New Notes (as defined below), and to effect the Amendments in order to harmonise certain covenants and other provisions with those in the New Notes Indenture (as defined below), which better reflect the DTEK group's growing business. The Issuer intends to deliver all Notes acquired pursuant to the Offer to the Trustee for prompt cancellation.

 

Commencement Date..........

March 12, 2013

Early Tender Date and Consent Expiration Date.....

5:00 p.m., New York City time, on March 25, 2013, unless extended by the Company in its sole discretion

Execution Date....................

As soon as practicable on March 25, 2013 or such later date on which the Requisite Consents are obtained

 

For the avoidance of doubt, the Execution Date can occur at any time after the Consent Expiration Date and on or prior to the Tender Expiration Date

Tender Expiration Date.......

11:59 p.m., New York City time, on April 9, 2013, unless extended or earlier terminated by the Company in its sole discretion

Payment Date.......................

A date promptly following the Tender Expiration Date

 

Holders validly tendering and not withdrawing Notes on or prior to the Early Tender Date will be eligible to receive the Early Tender Offer Consideration (as defined below). Holders validly tendering and not withdrawing Notes after the Early Tender Date but on or prior to the Tender Expiration Date will only be eligible to receive the Tender Offer Consideration (as defined below).

 

·     The early tender offer consideration payable in respect of each $1,000 principal amount of Notes validly tendered and not withdrawn and accepted for purchase pursuant to the Offer is $1,062.50 (the "Early Tender Offer Consideration").

 

·     The tender offer consideration payable in respect of each $1,000 principal amount of Notes validly tendered and not withdrawn and accepted for purchase pursuant to the Offer is $1,012.50 (the "Tender Offer Consideration").

 

·     The consideration for each $1,000 principal amount of Notes for which a consent to the Amendments (a "Consent") is received on or prior to the Consent Expiration Date is $5.00 (the "Consent Payment").

 

The tendering of any Notes under the Tender Offer automatically constitutes the delivery of Consents by such tendering holder in respect of the aggregate principal amount of such tendered Notes. Holders that validly deliver and do not revoke their Consents on or prior to the Consent Expiration Date shall be eligible to receive the Consent Payment, whether or not they also elect to tender the Notes in respect of which such Consent is delivered.  If the Issuer decides to accept tenders of Notes for purchase on a pro rata basis, holders will receive the Early Tender Offer Consideration or Tender Offer Consideration (as applicable) in respect of those Notes validly tendered and accepted for purchase by the Issuer after such proration. For the avoidance of doubt, no proration shall be applied in respect of any Consents validly delivered pursuant to the Consent Solicitation.

 

In addition, accrued and unpaid interest from the last preceding interest payment date up to, but not including, the Payment Date (as defined below) will be paid to any holder whose Notes are accepted for purchase pursuant to the Offer. Notes tendered may be validly withdrawn and the related Consents delivered may be validly revoked at any time on or prior to the Early Tender Date, but not thereafter except in the limited circumstances described herein. Consents delivered may be validly revoked at any time on or prior to Consent Expiration Date, but not thereafter except in the limited circumstances described in the Tender Offer and Consent Solicitation Statement. All payments made to holders of the Notes under the Offer will be made on a date promptly following the Tender Expiration Date (the "Payment Date").

 

The table below sets forth the description of the Notes, the Consent Payment, the Early Tender Offer Consideration and the Tender Offer Consideration.

 

Description of the Notes

 

 

 

 

Maximum Acceptance Amount

Outstanding Principal Amount

Consent Payment

 

Per $1,000

Early Tender Offer Consideration

 

Per $1,000

 

 

Tender Offer Consideration

 

Per $1,000

9.50% Senior Notes due 2015

Common Code

Regulation S:

050564746

Rule 144A:

050565670

ISIN

Regulation S: USN2800PAA59

Rule 144A: US23336BAA08

$300,000,000

$500,000,000

$5.00

$1,062.50

$1,012.50

 

 

The Issuer reserves the right to terminate, withdraw or amend the Offer at any time prior to its acceptance of Notes tendered and Consents delivered under the Offer, subject to applicable law, as described inn the Tender and Consent Solicitation Statement. The obligation of the Issuer to purchase Notes, accept Consents or make payment under the Offer is subject to certain conditions, including the condition that the Issuer is satisfied that it has received an amount by way of proceeds from the issue and offering of the US dollar denominated senior notes issued by DTEK Finance PLC, a wholly-owned subsidiary of the Parent Guarantor (the "New Notes"), which is sufficient (as determined by the Issuer in its sole discretion) in order to enable it to finance (i) the purchase by it of the Notes validly tendered and not withdrawn and accepted for purchase by it and (ii) the payment by it of all Consent Payments payable by it in respect of Consents validly delivered and not revoked, in each case, under and in accordance with the terms and conditions of the Offer (the "New Issue Condition"). The Issuer reserves the right to waive any of the conditions to the Offer, and, in its sole and absolute discretion, to increase the Maximum Acceptance Amount. The Tender Offer is not conditional upon the passing of the Consent Solicitation. In the event that the Tender Offer is not consummated, the Consent Solicitation will not be effected unless (i) Requisite Consents are received and accepted by the Issuer, excluding all Consents deemed to be delivered automatically in connection with tenders of Notes; and (ii) the New Issue Condition is not satisfied.

 

The Issuer has retained Deutsche Bank AG, London Branch and J.P. Morgan Securities plc (the "Joint Dealer Managers") to act as the Joint Dealer Managers and D.F. King & Co., Inc. to act as the Tender Agent (the "Tender Agent"). Questions or requests for assistance concerning the terms of the Offer should be directed to the Joint Dealer Managers at:

 

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

(Attention: Liability Management)

Tel: +44 207 545 8011

E-mail: liability.management@db.com

 

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

(Attention: Liability Management)

Tel: +44 20 7134 2468 / +44 7134 3414

E-mail: emea_lm@jpmorgan.com

 

Questions or requests for assistance concerning the procedures of the Offer (including, but not limited to, the delivery of Consents) or for additional copies of the Tender Offer and Consent Solicitation Statement should be directed to D.F. King & Co., Inc. as the Tender Agent in London Tel: +44 20 7920 9700 or in New York Tel: +1 212 269-5550; Email: dtek@dfking.com.

 

For further information, please contact:

 

Alyona Semykina

Head of IR

DTEK

direct +38 (044) 581 45 22

SemykinaAG@dtek.com

 

None of the Issuer, the Parent Guarantor, the Subsidiary Guarantors, the Joint Dealer Managers or the Tender Agent makes any recommendation as to whether you should tender any or all of your Notes or deliver your Consent.  This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes.  The Tender Offer and Consent Solicitation is being made solely by means of the Tender Offer and Consent Solicitation Statement.

 

 

* * * * *

 

This announcement does not constitute an offer of securities for sale in the United States. The securities referred to herein may not be offered or sold in the United States or to or for the account of U.S. persons (as such term is defined in Regulation S under the Securities Act of 1933, as amended (the "Securities Act")) absent registration under the Securities Act or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act. There will be no public offer of the securities in the United States.

 

General

 

The distribution of this notice and the Tender Offer and Consent Solicitation Statement do not constitute a solicitation of an invitation to offer to sell Notes in any jurisdiction in which, or to or from any persons to or from whom, such solicitation or invitation is unlawful, and invitations for offers to sell will not be accepted from holders located or resident in any jurisdiction in which such solicitation or offer is unlawful. In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer, any actions in connection with the Offer shall be deemed to be made on behalf of the Issuer by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

 

The distribution of this notice and the Tender Offer and Consent Solicitation Statement in certain jurisdictions is restricted by law. Persons into whose possession this notice or the Tender Offer and Consent Solicitation Statement comes are required by the Issuer, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

 

Holders with questions regarding the tender procedures should contact the Tender Agent for further information.  All other questions concerning the Offer should be directed to the Joint Dealer Managers.

 

Each holder of Notes 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 the Tender and Consent Solicitation Statement. Any tender of Notes for purchase or delivery of Consents pursuant to the Offer from a holder of Notes that is unable to make these representations will not be accepted. Each of the Issuer, the Joint Dealer Managers and the Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase or delivery of Consents pursuant to the Offer, whether any such representation given by a holder of Notes is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender or Consent shall not be accepted.

Italy

None of the Offer, this announcement, the Tender Offer and Consent Solicitation Statement or any other document or materials relating thereto have been, nor will they 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 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 (the "Issuers' Regulation"). The Offer is also being carried out in compliance with article 35-bis, paragraph 7, letter a), of the Issuers' Regulation. Holders or beneficial owners of Notes that are located in Italy can tender Notes for purchase in the Offer through authorized 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 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 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 or the Offer.

United Kingdom

The communication of this notice and the Tender Offer and Consent Solicitation Statement and any other documents or materials relating to the Offer are 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. 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 as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this notice, nor the Tender Offer and Consent Solicitation Statement nor any other document or material relating to the Offerhas 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) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code Monétaire et Financier, are eligible to participate in the Offer.

The Tender Offer and Consent Solicitation Statement has not been and will not be submitted for clearance to the Autorité des Marches Financiers.

 

 

 

 


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The company news service from the London Stock Exchange
 
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