Tender Offer
13 Febbraio 2006 - 8:30AM
UK Regulatory
RNS Number:2886Y
Investor AB
13 February 2006
Date: 13 February 2006
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ITALIAN PERSON OR TO ANY PERSON OR
ADDRESS IN THE UNITED STATES OR THE REPUBLIC OF ITALY
Investor AB (publ)
(incorporated as a limited liability company in the Kingdom of Sweden)
Notice of Invitation of Offers to Sell for Cash for the amount and in the manner
specified below of the following:
Any and all of its outstanding Euro300,000,000 5.25 per cent. Notes due 2008
of which Euro288,000,000 remain outstanding (the "2008 Notes")
A principal amount to be determined of its outstanding Euro600,000,000 4.75 per
cent. Notes due 2010
of which Euro555,000,000 remain outstanding (the "2010 Notes" and together with the
2008 Notes, the "Notes")
and
Solicitation of Consents in relation to the 2008 Notes
such that the total amount of the Notes accepted for purchase and redeemed (in
the case of the 2008 Notes), as the case may be, by the Company will be no less
than Euro300,000,000 and no more than Euro500,000,000
Investor AB (publ) (the "Company") hereby announces its intention to invite (the "Invitations") all eligible holders of
its 2008 Notes and its 2010 Notes to offer to sell for cash such 2008 Notes and 2010 Notes to the Company, subject to
the terms and conditions of the Invitation Memorandum dated 13 February 2006 (the "Invitation Memorandum").
Copies of the Invitation Memorandum are available from the Joint Dealer Managers and the Tender and Tabulation Agent as
set out below.
At any time following 12.00 p.m. (GMT) on 24 February 2006 and on or prior to the settlement date which is expected to
be on or around 14 March 2006, the Company will, subject to the terms and conditions of the Invitation Memorandum,
accept for purchase, or procure the acceptance for purchase, of Notes validly offered for sale ("Offered Notes") at a
price to be determined by reference to the sum of the Early Tender Spread for the relevant issue of Notes, or at a
price to be determined by reference to the sum of the Tender Spread for the relevant issue of Notes and the
Interpolated Mid-Swap Rate for the relevant issue of Notes, as applicable, together with accrued and unpaid interest on
the Offered Notes. Each Invitation will commence on 13 February 2006 and will expire at 12.00 p.m. (GMT) on 3 March
2006 unless the period for the relevant Invitation is extended or earlier terminated.
Series of Notes Outstanding ISIN Reference Rate Early Tender Tender Spread
Principal Spread
Amount
Euro300,000,000 5.25 per Euro288,000,000 XS0088607931 2008 Interpolated -2 bps +3 bps
cent. Mid-Swap Rate
Notes due 2008
Euro600,000,000 4.75 per Euro555,000,000 XS0176001252 2010 Interpolated +5 bps +10 bps
cent. Mid-Swap Rate
Notes due 2010
The aggregate principal amount of the Notes offered for sale by the Noteholders pursuant to the Invitations which
will be accepted for purchase and redeemed (in the case of the 2008 Notes), as the case may be, by the Company will
be no less than Euro300,000,000 (the "Minimum Target Tender Amount") and no more than Euro500,000,000 (the "Maximum Target
Tender Amount"), provided that the Company reserves the right to change the Minimum Target Tender Amount and Maximum
Target Tender Amount at any time. The Company intends to purchase any and all of the outstanding 2008 Notes, and
subject to the Maximum Target Tender Amount, a principal amount to be determined of the 2010 Notes listed above. If
the aggregate principal amount of 2010 Notes offered for sale by Noteholders pursuant to the Invitations together
with the principal amount of 2008 Notes to be accepted for purchase and redeemed (in the case of the 2008 Notes), as
the case may be, exceeds the Maximum Target Tender Amount, then all offers to sell the 2010 Notes will be accepted on
the pro rata basis described in the Invitation Memorandum.
In conjunction with the Invitations, a meeting of holders of the 2008 Notes has been convened to consider and, if
thought fit, pass an extraordinary resolution which, subject to certain conditions set out therein, will entitle the
Company at any time upon 3 days' notice to redeem at any time all or some only of the 2008 Notes.
The Invitation Memorandum does not constitute an offer to purchase Notes. The Invitation Memorandum does not
constitute a solicitation of an offer to sell Notes in any jurisdiction in which such solicitation or offer is
unlawful, and offers to sell will not be accepted from Noteholders 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
invitations to be made by a licensed broker or dealer, any actions in connection with the Invitations shall be deemed
to be made on behalf of the Company by the Joint Dealer Managers or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
United States
The Invitations are not being made, directly or indirectly, in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation: facsimile transmission, telex, telephone, e-mail and other forms of
electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of
the United States, and Notes may not be offered for sale by any such use, means, instrumentality or facility from or
within the United States. Accordingly, copies of this Invitation Memorandum and any related documents are not being
and must not be distributed, forwarded, mailed, transmitted or sent into or from the United States (including without
limitation by any custodian, nominee, trustee or agent) and persons receiving this Invitation Memorandum must not
distribute, forward, mail, transmit or send it or any related documents in, into or from the United States. Offers to
sell made by a resident of the United States, by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the United States, or by any U.S. person,
will not be accepted.
Italy
The Invitations are not being made in the Republic of Italy. The Invitations and the Invitation Memorandum have not
been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to
Italian laws and regulations. Accordingly, the Invitations are not made or made available to Noteholders who are
Italian residents and/or persons located in the Republic of Italy and they may not submit offers to sell Notes in
respect of any Invitation and, as such, any offers to sell received from or on behalf of such Noteholders shall be
ineffective and void. Neither this Invitation Memorandum nor any other solicitation material relating to the
Invitations or the Notes may be distributed or made available in the Republic of Italy.
United Kingdom
The communication of the Invitation Memorandum is not being made, and the Invitation Memorandum has not been
approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, the Invitation Memorandum is not being distributed to, and must not be passed on to, the general public
in the United Kingdom. Rather, the communication of this Invitation Memorandum as a financial promotion is only being
made by the Company, or the Joint Dealer Managers to, and is directed only at: (a) persons outside the United
Kingdom; (b) those persons falling within the definition of Investment Professionals (contained in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43 of
the Order, or other persons to whom it may lawfully be communicated in accordance with the Order; or (c) any person
to whom it may otherwise lawfully be made (such persons together being "relevant persons").
Belgium
In Belgium, the Invitations are not being and will not be made, directly or indirectly, to, or for the account of,
any person other than to professional or institutional investors referred to in article 3, 2degrees of the Belgian
royal decree of 7 July 1999 on the public character of financial operations (the "Public Decree"), each acting on
their own account. This Invitation Memorandum has not been and will not be submitted to nor approved by the Belgian
Banking, Finance and Insurance Commission (Commission Bancaire, Financiere et des Assurances/Commissie voor het Bank,
Financie en assurantiewezen) and accordingly may not be used in connection with any solicitation in Belgium except as
may otherwise be permitted by Belgian law.
France
This Invitation Memorandum has not been submitted and will not be submitted to the clearance procedures of the
Autorite des Marches Financiers in France. The Invitations do not constitute a public tender offer for the purchase
of Notes nor a public offering of financial instruments in France. Only providers of investment services relating to
portfolio management for the account of third parties and/or qualified investors ("investisseurs qualifies"), all as
defined in Articles L.411-1, L.411-2 and D.411-1 of the French Code Monetaire et Financier, are eligible to offer to
sell Notes.
Germany
Neither the Invitations nor the Invitation Memorandum constitute an offer of securities or the solicitation of an
offer of securities to the public in Germany under the Securities Prospectus Act (Wertpapierprospektgesetz).
Accordingly the Invitation Memorandum has not been submitted for approval and has not been approved by the German
Federal Financial Supervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht - BaFin) or any other German
public authority.
Questions and requests for further information and assistance may be directed to the Joint Dealer Managers: Deutsche
Bank AG, London Branch on +44 (0)20 7545 8011; email: liability.management@db.com or HSBC Bank plc on +44 (0)20 7991
8888; Fax +44 (0)20 7992 4973; email: dominic.p.kerr@hsbcgroup.com. Questions and requests for assistance in relation
to the submission of the Electronic Orders may be directed to the Tender and Tabulation Agent: Deutsche Bank AG,
London Branch on +44 (0)20 7547 5000; Fax +44 (0)20 7547 5001; email: xchange.offer@db.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENSFLFASSMSESE
Grafico Azioni Natwest.m 27 (LSE:AK82)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Natwest.m 27 (LSE:AK82)
Storico
Da Gen 2024 a Gen 2025