Capital/Financing Update • Jul 17, 2018
Capital/Financing Update
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RNS Number : 8479U
ContourGlobal PLC
17 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 Commences Tender Offer for any and all of its Outstanding 5.125% Senior Secured Notes Due 2021 Held Pursuant to Regulation S
July 17, 2018 - Luxembourg: ContourGlobal Power Holdings S.A. (the "Offeror") today announced that it has commenced a cash tender offer (the "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").
The Offer is scheduled to expire at 5:00 p.m., London time, July 24, 2018, unless extended or earlier terminated (such time, as may be extended, the "Expiration Date"). Subject to a tender of the Notes in a minimum principal amount of €100,000 and multiples of €1,000 thereafter, holders who validly tender the Notes prior to the Expiration Date will be eligible to receive €1,027.12 for each €1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but excluding, the payment date.
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 Offer that are not purchased pursuant to the Offer, including the Rule 144A Notes, at a cash redemption price equal to per €1,000 principal amount of the Notes equal to €1,025.63, plus accrued and unpaid interest to, but excluding, the redemption date of August 16, 2018.
Tendered Notes may be withdrawn only if the Offeror makes changes to the terms of the Offer, which in the opinion of the Offeror (in consultation with the Dealer Manager), would be materially prejudicial to those Holders who may have already validly tendered their Notes. Settlement of the Offer will occur promptly after the Expiration Date, unless earlier terminated, which is expected to be July 26, 2018.
The complete terms and conditions of the Offer are described in the Offer to Purchase, dated July 17, 2018, copies of which may be obtained from Lucid Issuer Services Limited, the tender and information agent for the Offer, Attn: Arlind Bytyqi, +44 (0)20 7704 0880, [email protected].
The Offer is subject to the terms and conditions set forth in the Offer to Purchase. The Offeror reserves the right, in its sole discretion, to waive any and all conditions.
For the avoidance of doubt, the Offer being made pursuant to the Offer to Purchase is only in respect of those Notes held pursuant to Regulation S under the Securities Act.
The Offeror has retained Goldman Sachs International to serve as the dealer manager for the Offer. Questions regarding the tender offer may be directed to Goldman Sachs International at Attn: Liability Management Group, +44 (0)20 7774 9862 and [email protected].
None of the Offeror, the dealer manager, the trustee for the Notes or the tender and information agent make any recommendations as to whether holders should tender their Notes pursuant to the Offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
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. The tender offer is being made solely pursuant to the Offer to Purchase, dated July 17, 2018, which sets forth the complete terms of the tender offer. Any offers of concurrently offered securities will be made only by means of a private offering memorandum.
About ContourGlobal
The Offeror is an indirect wholly-owned subsidiary of ContourGlobal plc (together with its subsidiaries, "ContourGlobal"). ContourGlobal is an international power-generation company 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
Media - Brunswick
Charles Pretzlik / Simon Maine
Tel: +44 (0) 207 404 5959
Offer Restrictions
Neither this press release nor the Offer to Purchase 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. 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.
The 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 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 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 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 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.
The communication of the Offer to Purchase 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 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.
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.
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 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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