ContourGlobal PLC

Share Issue/Capital Change • Jul 25, 2018

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RNS Number : 7944V

ContourGlobal PLC

25 July 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL (SEE "OFFER RESTRICTIONS" BELOW)

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES

ContourGlobal plc

ContourGlobal Announces the Results of its Tender Offer for any and all of its Outstanding 5.125% Senior Secured Notes Due 2021 Held Pursuant to Regulation S

July 25, 2018 - Luxembourg: ContourGlobal Power Holdings S.A. (the "Offeror") today announced that its previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding 5.125% senior secured notes due 2021 held pursuant to Regulation S (ISIN XS1433185755 / Common Code 143318575) (the "Notes") expired at 5:00 p.m., London time, on July 24, 2018 (the "Expiration Time"). As of the Expiration Time, €383,728,000 aggregate principal amount of the outstanding Notes (approximately 55%) were validly tendered and not withdrawn. Completion of the Tender Offer is subject to certain conditions. Settlement of the Tender Offer is expected to occur on July 26, 2018.

The Offeror has delivered a notice of redemption on July 17, 2018, subject to the conditions stated therein, in order to redeem any Notes outstanding following the consummation of the Tender Offer that are not purchased pursuant to the Tender Offer, including the Rule 144A Notes, at a cash redemption price equal to €1,025.63 per €1,000 principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the redemption date of August 16, 2018.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase or sell the Notes or any other securities, nor shall there be any purchase of the Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About ContourGlobal

The Offeror is an indirect wholly-owned subsidiary of ContourGlobal plc, listed on the premium segment of the London Stock Exchange (TKR: GLO) (together with its subsidiaries, "ContourGlobal"). ContourGlobal is an international owner and operator of contracted wholesale power generation businesses with approximately 4,312 MW in operation in 18 countries and three continents. ContourGlobal operates a portfolio of 101 thermal and renewable power plants across Europe, Latin America, and Africa utilizing a wide range of technologies.

Forward Looking Statements

This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements.  The Offeror undertakes no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in ContourGlobal's business or to reflect the occurrence of unanticipated events. 

Enquiries:

Investor Relations - ContourGlobal plc

Gregory Johnson

Tel: +44 (0) 207 355 7321

[email protected]

Media - Brunswick

Charles Pretzlik / Simon Maine

Tel: +44 (0) 207 404 5959

[email protected]

Goldman Sachs International

Liability Management Group

+44 (0)20 7774 9862

[email protected]

Lucid Issuer Services Limited

Arlind Bytyqi

+44 (0)20 7704 0880

[email protected]

Offer Restrictions

Neither this press release nor the Offer to Purchase constitutes an invitation to participate in the Tender 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. The distribution of this press release and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this press release or the Offer to Purchase comes are required by each of the Offeror, the dealer manager and the tender and information agent to inform themselves about, and to observe, any such restrictions.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail 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. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. Accordingly, copies of the Offer to Purchase and any other documents or materials relating to the Tender 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. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made 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.

Each person participating in the Tender Offer will represent that it or any beneficial owner of the Notes or any person on whose behalf such person is acting is not a U.S. person (as defined under the Securities Act) or a resident and/or located in the United States and will not be resident and/or located in the United States at the time of the submission of its Tender(s) pursuant to the Tender Offer. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of the Offer to Purchase and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorized 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.

Switzerland

The Offer to Purchase does not constitute an offering prospectus pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus pursuant to articles 27 ET SEQ of the Listing Rules of SIX Swiss Exchange and may not comply with the information standards thereunder.

France

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France. Neither this Statement, nor any other documents or offering materials relating to the Tender Offer, have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers and they may not be released, issued, or distributed or caused to be released, issued, or distributed, directly or indirectly, to the public in the Republic of France, except to (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, acting on their own account, all as defined in, and in accordance with, Articles L. 411-1, L. 411-2, D. 411-1 to D. 411-3, D. 744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et Financier.

Italy

None of the Tender Offer, this press release or any other documents or materials relating to the Tender 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 Tender Offer is being carried out in the Republic of Italy ("Italy") as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Italian Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraphs 4 and 7, letter a), number 1) of CONSOB Regulation No. 11971 of May 14, 1999, as amended.  Noteholders or beneficial owners of the Notes that are located in Italy may tender their Notes in the Tender 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 October 29, 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.

Belgium

Neither this press release nor any other documents or materials relating to the Tender 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 Tender Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of April 1, 2007 on public takeover bids and as defined in Article 3 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together the "Belgian Public Offer Law"), each as amended or replaced from time to time.  Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this press release nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or will be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" as referred to in Article 10, of the Belgian Public Offer Law (as amended from time to time) acting on their own account.  Insofar as Belgium is concerned, this press release has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer.  Accordingly, the information contained in this press release may not be used for any other purpose or disclosed to any other person in Belgium.

Spain

Neither the Tender Offer nor this press release constitutes an offer of securities or the solicitation of an offer of securities to the public in Spain under the Spanish Securities Market Law (Ley 24/1988, de 28 de julio, del Mercado de Valores), Royal Decree 1310/2005 (Real Decreto 1310/2005 de 4 de noviembre) and Royal Decree 1066/2007 (Real Decreto 1066/2007, de 27 de julio sobre el régimen de las ofertas públicas de adquisición de valores), each of them as amended and restated. Accordingly, this press release has not been submitted for approval and has not been approved by the Comisión Nacional del Mercado de Valores.

General

The Offer to Purchase and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, and the dealer manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, the Offer to Purchase shall be deemed to be made by the dealer manager or such affiliate (as the case may be) on behalf of the Offeror in such jurisdictions.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

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