Aperam S.A. announces results invitation to holders of outstanding
U.S.$300m 0.625% Net Share Settled Convertible and/or Exchangeable
Bonds 2021 convertible into common shares to offer to sell Bonds
pursuant to fixed price tender offer
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 (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS PRESS
RELEASE
Aperam S.A. announces the results of its
invitation to holders of its outstanding U.S.$300,000,000 0.625 per
cent. Net Share Settled Convertible and/or Exchangeable Bonds due
2021 (ISIN XS1084287322) (the “Bonds”) convertible into common
shares of Aperam S.A. to offer to sell their Bonds pursuant to a
fixed price tender offer process
Luxembourg, 25 March, 7:30p.m. CET – Aperam S.A.
(“Aperam” or the “Purchaser”)
announces the results of its invitation to holders of the Bonds
(the “Bondholders”) to offer to sell any and all
of their Bonds to the Purchaser for cash. U.S.$136.4 million in
aggregate principal amount of the Bonds was offered for sale by
Bondholders pursuant to the Invitation and the purchaser has
decided to accept all such offers. Accordingly, the Purchaser
expects to purchase U.S.$136.4 million million in aggregate
principal amount of the Bonds on the Invitation Settlement Date (as
defined below). The purchased Bonds are expected to be cancelled in
accordance with their terms and conditions.
Immediately after the Invitation Settlement
Date, an aggregate principal amount of U.S.$28.2 million Bonds,
representing 9.40 per cent. of the aggregate principal amount of
the Bonds originally issued, is expected to remain outstanding in
the market.
The purchase price that the Purchaser will pay
for each Bond accepted for purchase pursuant to the Invitation will
be determined as 107.50% of U.S.$200,000 in principal amount of the
Bonds, to be further adjusted for the arithmetic average of the
Daily USD VWAP (as defined below) from (and including) 25 March
2019 to (and including) 27 March 2019 based on the formula shown
below (the “Final Purchase Price”). In addition, the Purchaser will
pay a cash amount representing accrued but unpaid interest on each
U.S.$200,000 in principal amount of the Bonds from (and including)
8 January 2019, being the immediately preceding interest payment
date applicable to the Bonds to (but excluding) the Invitation
Settlement Date (the “Accrued Interest Payment”). Based on the
expected Invitation Settlement Date of 2 April 2019, the Accrued
Interest Payment is expected to be U.S.$291.67.
Final Purchase Price = Initial Purchase Price +
(USD VWAP Change * Pre-Announcement Delta)
Where:
- USD VWAP Change = percentage change between the Reference USD
Share Price and the average of the Daily USD VWAPs for each trading
day in the Delta Unwind Period
- Reference USD Share Price = U.S.$29.19
- Pre-Announcement Delta = 38%
- Daily USD VWAP = VWAP converted into USD at the Prevailing
EUR:USD Rate at 5pm (London time) on the relevant date
- VWAP = the volume weighted average price of a common share of
the Purchaser on Euronext Amsterdam, as displayed on Bloomberg page
APAM NA Equity AQR for the relevant trading day
- Prevailing EUR:USD Rate = the spot mid-rate of exchange between
USD and Euro on Bloomberg page BFIX
- Delta Unwind Period = from (and including) 25 March 2019 to
(and including) 27 March 2019
The Final Purchase Price is expected to be
announced by the Purchaser as soon as practicable after close of
Euronext Amsterdam on 27 March 2019.
Settlement of the Invitation is expected to
occur on 2 April 2019 (the “Invitation Settlement
Date”). The Sole Dealer Manager (as defined below) is
acting as Settlement Agent on behalf of the Purchaser. Settlement
of the Invitation with investors by the Sole Dealer Manager is
contingent on prior receipt by the Sole Dealer Manager of the
aggregate purchase funds from the Purchaser.
Citigroup Global Markets Limited is acting as
Sole Dealer Manager in connection with the Invitation (the
“Sole Dealer Manager”), which was conducted by
solicitation of indications from certain Bondholders, in accordance
with applicable law, of their interest in selling such Bonds to the
Purchaser as part of a fixed price tender offer process.
Contact details of the Sole Dealer Manager are
as follows:
Citigroup Global Markets Limited Citigroup Centre 33 Canada
Square London E14 5LB United Kingdom
Attn: Equity Syndicate Desk Tel: + 44 20 7986 0015 Fax: + 44 20
3364 2134 E-mail: emeaecm.notices@citi.com
Attn: Equity-Linked SalesTel: +44 20 7986
0390E-mail: gary.sheldon@citi.com
About
Aperam
Aperam is a global player in stainless, electrical and specialty
steel, with customers in over 40 countries. The business is
organized in three primary operating segments: Stainless &
Electrical Steel, Services & Solutions and Alloys &
Specialties. Aperam has 2.5 million tonnes of flat Stainless and
Electrical steel capacity in Brazil and Europe and is a leader in
high value specialty products. Aperam has a highly integrated
distribution, processing and services network and a unique
capability to produce stainless and specialty from low cost biomass
(charcoal). Its industrial network is spread in six production
facilities located in Brazil, Belgium and France. In 2018, Aperam
had sales of EUR 4,677 million and steel shipments of 1.97 million
tonnes. For further information, please refer to our website at
www.aperam.com
Contact
Corporate Communications / Laurent Beauloye: +352 27 36 27
103Investor Relations / Thorsten Zimmermann: +352 27 36 67
304
Inside information
This press release relates to the disclosure of
information that qualified, or may have qualified, as inside
information within the meaning of Article 7(1) of the EU Market
Abuse Regulations.
IMPORTANT NOTICE
This press release does not constitute an
invitation to participate in the Invitation in any jurisdiction and
does not constitute or form part of an offer to sell or the
solicitation of an offer to subscribe for or otherwise acquire any
securities. The distribution of this press release in certain
jurisdictions may be restricted by laws and regulations. Persons
into whose possession this press release comes are required by each
of the Purchaser and the Sole Dealer Manager to inform themselves
about and to observe any such restrictions.
Neither the Sole Dealer Manager nor any of its
directors, employees or affiliates makes any representation or
recommendation whatsoever regarding this press release or the
Invitation. The Sole Dealer Manager is acting on behalf of the
Purchaser and no one else in connection with the Invitation and
will not be responsible to any other person for providing the
protections afforded to clients of the Sole Dealer Manager, or for
providing advice in connection with the Invitation.
No person has been authorised to give any
information or to make any representation other than those
contained in this press release in connection with the Invitation
and, if given or made, such information or representation must not
be relied upon as having been authorised by the Purchaser or the
Sole Dealer Manager. Neither the delivery of this press release nor
any purchase of Bonds pursuant to the Invitation shall, under any
circumstances, constitute a representation or create any
implication that there has been no change in the affairs of the
Purchaser since the date of this press release or that the
information contained in this press release is correct as of any
time subsequent to the date of this press release.
Subject to applicable laws, the Purchaser and
its affiliates may at any time and from time to time, following
completion of the Invitation, purchase remaining outstanding Bonds
by tender, in the open market or by private agreement, or redeem
the Bonds by exercising the call option under the terms and
conditions of the Bonds, in each case, on such terms and at such
prices as the Purchaser or its affiliates may determine. Such
terms, consideration and prices may be more or less favourable than
those offered pursuant to the Invitation.
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