Rettig Group announces results of the consent solicitation and tender offer for its EUR 90,000,000 notes due 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Further to the announcement on 5 October 2021 regarding Rettig Group Ltd’s (“Rettig Group”) consent solicitation and tender offer relating to its EUR 90,000,000 2.000 per cent Fixed Rate Notes due 30 April 2023 (ISIN: FI4000320924) (the “Notes”), Rettig Group hereby announces the results of the consent solicitation and tender offer.
In the consent solicitation, the procedure in writing in respect of the Notes was quorate and 100 per cent of the votes cast were in favour of the proposal set out in the consent solicitation and tender offer memorandum dated 5 October 2021 (the “Consent Solicitation and Tender Offer Memorandum”) and the related notice of procedure in writing. The proposed resolution to amend the terms and conditions of the Notes has therefore been duly passed. The effective date of the resolution on which the amendments of the terms and conditions of the Notes come into effect is 18 October 2021.
Rettig Group will pay, at the settlement date on 22 October 2021, the consent fee of 0.20 per cent of the principal amount of the Notes voted in favour of the proposal to the relevant holders of Notes in accordance with the terms of the Consent Solicitation and Tender Offer Memorandum.
The aggregate principal amount of Notes validly tendered by the noteholders for purchase by Rettig Group for cash, on the terms and conditions set out in the Consent Solicitation and Tender Offer Memorandum, was EUR 85,020,000. Rettig Group accepts for purchase all Notes validly tendered.
The purchase price of the Notes (which is inclusive of the consent fee of 0.20 per cent of the nominal amount) is EUR 1,027.53 per each nominal amount of EUR 1,000 (corresponding to a fixed cash price of 102.753 per cent). The Company will also pay accrued and unpaid interest on the Notes accepted for purchase in the tender offer.
The settlement date for the tender offer is set to 22 October 2021. All the Notes purchased by Rettig Group will be cancelled. The Notes not tendered pursuant to the tender offer will remain outstanding.
Additional information may be obtained from any Solicitation Agent and Dealer Manager:
Danske Bank A/S
Holmens Kanal 2-12
DK-1092 Copenhagen K, Denmark
Telephone: +45 3364 8851
Attention: Christian Holm Nielsen
OP Corporate Bank plc
FI-00510 Helsinki, Finland
Telephone: +358 50 599 1281
Attention: Thomas Ulfstedt
In respect of the consent solicitation and tender offer process, this announcement must be read in conjunction with the notice of procedure in writing and the Consent Solicitation and Tender Offer Memorandum. If any noteholder is in any doubt as to the contents of this announcement, the information contained in the notice of procedure in writing or the Consent Solicitation and Tender Offer Memorandum or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Neither this announcement nor the Consent Solicitation and Tender Offer Memorandum constitutes an invitation to participate in the consent solicitation or tender offer in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation. The distribution or publication of this announcement or of the Consent Solicitation and Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Consent Solicitation and Tender Offer Memorandum comes are required to inform themselves about, and to observe, any such restrictions.
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States or any other jurisdiction in which the release, publication or distribution would be unlawful.
This announcement nor the Consent Solicitation and Tender Offer Memorandum does not constitute an offer of securities for sale. The securities discussed in this communication and the Consent Solicitation and Tender Offer Memorandum have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States or other jurisdiction and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person (as such terms are defined in Regulation S under the Securities Act, a “U.S. person”), except pursuant to an exemption from, or in a transaction not subject to the registration requirements of, the Securities Act and applicable state or local securities laws.
In the United Kingdom, this announcement nor the Consent Solicitation and Tender Offer Memorandum is not being distributed to, and must not be passed on to, the general public, and are only for circulation to persons outside the United Kingdom or to persons within 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 within Article 49 of the Financial Promotion Order, or to other persons to whom it may lawfully be communicated in accordance with the Financial Promotion Order.