Aroundtown SA (IRSH)
Aroundtown SA announces offer to the holders of its &euro650,000,000
(&euro650,000,000 outstanding) 1.5% Notes due 2024 to tender such Notes for purchase
for cash
28-Jan-2020 / 10:32 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED
STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE 'UNITED STATES') OR IN OR
INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO PUBLISH OR DISTRIBUTE THIS DOCUMENT.*
*28 January 2020*
*Aroundtown SA announces offer to the holders of its &euro650,000,000
(&euro650,000,000 outstanding) 1.5% Notes due 2024 to tender such Notes for purchase
for cash.*
The Board of Directors of Aroundtown SA (the '*Company*') has decided today to offer
to the holders of its &euro650,000,000 1.5% Notes due 2024 with a principal amount
outstanding of &euro650,000,000 (the '*Notes*') to tender the Notes for purchase by
the Company for cash (the '*Offer*').
The Offer shall be subject to the terms and conditions set out in the tender offer
memorandum dated 28 January 2020 (the '*Tender Offer Memorandum*') prepared by the
Company.
Capitalised terms used in this announcement but not defined have the meanings given
to them in the Tender Offer Memorandum.
*Material pricing terms*
*Amount
*Description *Outstanding *Maximum subject
of the * *ISIN / Principal *Bench Offer *Clearing to the
*Notes* Common Code* Amount* mark* Spread* Spread* Offer*
&euro650,000 XS1449707055 &euro Inter-polated 50 bps To be Any and
,000 1.5 per /144970705 650,000,000 Mid-Swap Rate deter-min all at
cent. notes ed. the
due 2024 Maximum
Offer
Spread;
as
further
describ
ed in
the
Tender
Offer
Memoran
dum
*After the Settlement Date, the Company will have the option to redeem all of the
then outstanding Notes at their principal amount, together with accrued but unpaid
interest, if any, to (but excluding) the relevant redemption date, if after the
Settlement Date purchases (and corresponding cancellations) and/or redemptions should
have been effected in respect of 80 per cent or more in aggregate principal amount of
the Notes.*
*Rationale for the Offer*
The offer is following the Company's liability management strategy, both reducing the
cost of debt and extending the average debt maturity period. Furthermore, following
the Company's long term strategic goal to achieve an 'A' global rating, the Company
would like to have the option to redeem shorter and more expensive debt.
*Offer and Modified Dutch Auction Procedure*
Subject to the Specified Denomination (as defined in the Tender Offer Memorandum),
the Purchase Price will be determined pursuant to a modified Dutch auction procedure,
as described in the Tender Offer Memorandum. Under the modified Dutch auction
procedure, the Company will announce as soon as reasonably practicable after the
Pricing Time on the Pricing Date (a) the Final Acceptance Amount and (b) the price it
will pay for such Notes (the '*Purchase Price*'), taking into account the principal
amount of Notes so tendered and the Offer Spreads specified (or deemed to be
specified, as set out below) by tendering Noteholders in respect of Notes (and
therefore the Purchase Yield). The Purchase Price (if any) will represent the lowest
price that will enable the Company to purchase an aggregate principal amount of Notes
which equals the Final Acceptance Amount.
The Purchase Price will be determined in accordance with market convention and
expressed as a percentage of the principal amount of the Notes accepted for purchase
pursuant to the Offer, and is intended to reflect a yield to maturity of the Notes on
the Settlement Date based on the Purchase Yield. Specifically, the Purchase Price
will equal (a) the value of all remaining payments of principal and interest on the
Notes up to and including the scheduled maturity date of the Notes, discounted to the
Settlement Date at a discount rate equal to the Purchase Yield (calculated as the sum
of the Clearing Spread and the Interpolated Mid-Swap Rate), minus (b) Accrued
Interest.
The Clearing Spread shall be the lower of (i) 50 basis points (the '*Maximum Offer
Spread*') and (ii) a single spread specified in Competitive Tender Instructions by
tendering Noteholders, such that (i) or (ii) will enable the Company to purchase its
desired principal amount of Notes. If no Competitive Tender Instructions are
tendered, the Clearing Spread will be the Maximum Offer Spread.
The Clearing Spread will apply to all Notes accepted for purchase, irrespective of
whether a Competitive Tender Instruction or Non-Competitive Tender Instruction is
submitted in respect of such Notes.
*Accrued Interest*
The Company will also pay an Accrued Interest Payment in respect of Notes validly
tendered and delivered and accepted for purchase by the Company pursuant to the
Offer.
*Final Acceptance Amount*
The Company is not under any obligation to accept for purchase any Notes tendered
pursuant to the Offer. The acceptance for purchase by the Company of Notes tendered
pursuant to the Offer is at the sole discretion of the Company and tenders may be
rejected by the Company for any, or no, reason.
On or prior to the Settlement Date, the Final Acceptance Amount will be determined by
the Company in its sole discretion at or around the Pricing Time on the Pricing Date
and will be announced by the Company as soon as reasonably practicable after the
Pricing Time on the Pricing Date.
*Scaling of Tender Offers*
In the circumstances (described in the Tender Offer Memorandum) in which Notes
validly tendered pursuant to the Offer are to be accepted on a _pro rata_ basis, each
such tender of Notes will be scaled by a factor (the '*Scaling Factor* ') equal to
(i) the Final Acceptance Amount less the aggregate principal amount of the Notes that
have been validly tendered and accepted for purchase and are not subject to
acceptance on a pro rata basis (if any), divided by (ii) the aggregate principal
amount of the Notes that have been validly tendered and are subject to acceptance on
a _pro rata_ basis (subject to adjustment to allow for the aggregate principal amount
of Notes accepted for purchase, following the rounding of tenders of such Notes
described in the next sentence, to equal the Final Acceptance Amount exactly).
Each tender of Notes that is subject to scaling will be rounded (up or down at the
Company's discretion) to the nearest &euro100,000 in nominal amount to avoid the
repurchase of Notes in principal amounts other than integral multiples of
&euro100,000.
*Total Amount Payable to Noteholders*
If the Company decides to accept valid tenders of Notes pursuant to the Offer, the
total consideration that will be payable to each Noteholder on the Settlement Date
for the Notes accepted for purchase from such Noteholder will be an amount (rounded
to the nearest &euro0.01, with &euro0.005 being rounded upwards) equal to the sum of:
(a) the product of (i) the aggregate principal amount of the Notes accepted for
purchase from such Noteholder pursuant to the Offer and (ii) the Purchase Price; and
(b) the Accrued Interest Payment on the Notes.
The Purchase Price will be determined in accordance with market convention, at the
Pricing Time on the Pricing Date in the manner described in the Tender Offer
Memorandum.
*Expected Timetable of Key Events*
The following table sets forth the expected dates and times of the key events
relating to the Offer. The times and dates below are indicative only and subject to
changes.
*Events* *Times and Dates *
(All times are CET)
*Commencement of the Offer*
28 January 2020
Announcement of the Offer made by
publication on the website of the
Irish Stock Exchange trading as
Euronext Dublin at www.ise.ie and
through the Clearing Systems.
Tender Offer Memorandum available
from the Tender Agent.
*Expiration Deadline*
5:00 p.m. on 3 February 2020
Final deadline for receipt of
valid Tender Instructions by the
Tender Agent in order for
Noteholders to be able to
participate in the Offer.
*Announcement of Indicative
Results* As soon as reasonably
practicable after the
Announcement by the Company of Expiration Deadline
whether it intends to accept valid
tenders of Notes pursuant to the
Offer and, if so accepted, details
of (i) the indicative aggregate
principal amount Notes to be
accepted for purchase pursuant to
the Offer, (ii) the indicative
Clearing Spread, if applicable and
(iii) the indicative Scaling
Factor, if applicable.
*Pricing Date and Pricing Time*
4 February at or around
Determination of (i) the Final 12:00 noon
Acceptance Amount, (ii) the
Interpolated Mid-Swap Rate, (iii)
the Clearing Spread, (iv) the
Purchase Yield, (v) the Purchase
Price and (vi) any Scaling Factor.
*Announcement of Offer Results*
As soon as reasonably
Announcement of (i) whether the practicable after the Pricing
Company will accept valid tenders Time on the Pricing Date
of Notes pursuant to the Offer
and, if so accepted, (ii) the
Final Acceptance Amount, (iii) the
Interpolated Mid-Swap Rate, (iv)
the Clearing Spread, (v) the
Purchase Yield, (vi) the Purchase
Price and (vii) any Scaling
Factor.
*Settlement Date*
Expected to be 6 February
Expected Settlement Date for the 2020
Offer.
The Company may, subject to applicable laws, at its option and in its sole
discretion, at any time before any acceptance by it of any Notes tendered for
purchase in the Offer extend each of the dates above (in which case all references in
the Tender Offer Memorandum to such extended date will, unless the context otherwise
requires, be to the latest time and date to which such date has been so extended).
*Tender Instructions*
In order to participate in, and be eligible to receive the Purchase Price and the
Accrued Interest Payment pursuant to the Offer, Noteholders must validly tender their
Notes by delivering, or arranging to have delivered on their behalf, a valid Tender
Instruction in respect of Notes held by such Noteholders that is received by the
Tender Agent by the Expiration Deadline. See '_Procedures for Participating in the
Offer_' in the Tender Offer Memorandum.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need to
receive instructions from a Noteholder in order for that Noteholder to be able to
participate in, or (in the limited circumstances in which revocation is permitted)
revoke their instruction to participate in, the Offer before the deadlines specified
in the Tender Offer Memorandum. The deadlines set by any such intermediary and each
Clearing System for the submission of Tender Instructions may be earlier than the
relevant deadlines specified above.
*General*
The complete terms and conditions of the Offer are set forth in the Tender Offer
Memorandum, which will be sent to eligible Noteholders at their request. Noteholders
are urged to read the Tender Offer Memorandum carefully.
The Company is not under any obligation to accept any tender of Notes for purchase
pursuant to the Offer. Tenders of Notes for purchase may be rejected in the sole and
absolute discretion of the Company for any reason, and the Company is not under any
obligation to Noteholders to furnish any reason or justification for refusing to
accept a tender of Notes for purchase. *For example, tenders of Notes for purchase
may be rejected if the Offer is terminated, if the Offer does not comply with the
relevant requirements of a particular jurisdiction or for any other reason.*
Notes that are not successfully tendered for purchase pursuant to the Offer will
remain outstanding.
Noteholders are advised that the Company may, in its sole discretion, accept tenders
of Notes pursuant to the Offer on more than one date if the Offer is extended or
re-opened.
The Company has retained Citigroup Global Markets Limited and Deutsche Bank
Aktiengesellschaft to act as the Dealer Managers (the '*Dealer Managers*') and Lucid
Issuer Services Limited to act as the Tender Agent (the '*Tender Agent*'). Questions
or requests for assistance concerning the terms of the Offer should be directed to
the Dealer Manager or the Tender Agent at:
*Contact Details:*
*THE DEALER MANAGERS*
*Citigroup Global Markets Limited*
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com
*Deutsche Bank Aktiengesellschaft*
Mainzer Landstrasse 11-17
60329 Frankfurt am Main
Germany
Telephone: +44 20 7545 8011
Attention: Liability Management Group
*THE TER AGENT*
*Lucid Issuer Services Limited*
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: aroundtown@lucid-is.com
This announcement is made by the Company:
*Aroundtown SA*
40, Rue du Curé
L-1368 Luxembourg
Grand Duchy of Luxembourg
*DISCLAIMER *This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain important
information which should be read carefully before any decision is made with respect
to the Offer. If you are in any doubt as to the contents of this announcement or the
Tender Offer Memorandum or the action you should take, you are recommended to seek
your own financial and legal advice, including as to any tax consequences,
immediately from your broker, bank manager, solicitor, accountant or other
independent financial or legal adviser. Any individual or company whose Notes are
held on its behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to participate in the
Offer. None of the Dealer Managers, the Tender Agent and the Company makes any
recommendation as to whether Noteholders should tender Notes for purchase pursuant to
the Offer.
None of the Dealer Managers, the Tender Agent and any of their respective directors,
officers, employees, agents or affiliates assumes any responsibility for the accuracy
or completeness of the information concerning the Company, the Notes or the Offer
contained in this announcement or in the Tender Offer Memorandum. None of the
Company, the Dealer Managers, the Tender Agent, or any director, officer, employee,
agent or affiliate of any such person, is acting for any Noteholder, or will be
responsible to any Noteholder for providing any protections which would be afforded
to its clients or for providing advice in relation to the Offer, and accordingly none
of the Company, the Dealer Managers, the Tender Agent, or any director, officer,
employee, agent or affiliate of any such person, makes any recommendation as to
whether Noteholders should tender Notes in the Offer. None of the Dealer Managers,
the Tender Agent nor any of their respective directors, officers, employees, agents
or affiliates assumes any responsibility for any failure by the Company to disclose
information with regard to the Company or the Notes which is material in the context
of the Offer and which is not otherwise publicly available.
* * * * *
*Offer and distribution restrictions*
Neither this announcement, the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the solicitation of an offer to
sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders)
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 Managers or any of their
respective affiliates is such a licensed broker or dealer in any such jurisdiction,
the Offer shall be deemed to be made by such Dealer Managers or such affiliate, as
the case may be, on behalf of the Company in such jurisdiction.
The distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions is restricted by law. Persons into whose possession this announcement
or the Offer come are required by the Company, the Dealer Managers and the Tender
Agent to inform themselves about, and to observe, any such restrictions.
In addition to the representations referred to below in respect of the United States,
each Noteholder participating in the Offer will also be deemed to give certain
representations, acknowledgements, warranties and undertakings and make certain
agreements in respect of the other jurisdictions referred to below and generally as
set out in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to
the Offer from a Noteholder that is unable to make these representations will not be
accepted. Each of the Company, the Dealer Managers and the Tender Agent reserves the
right, in their absolute discretion, to investigate, in relation to any tender of
Notes for purchase pursuant to the Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and as a result the
Company determines (for any reason) that such representation is not correct, such
tender will not be accepted.
*United States*
The Offer is not being made, and will not be made, directly or indirectly in or into,
or by use of the mails 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, telex, telephone, the internet and other forms of electronic
communication. The Notes may not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by persons located or
resident in the United States. Accordingly, copies of the Tender Offer Memorandum 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 and the Notes cannot be tendered in the Offer by any such use, means,
instrumentality or facility or from or within or by persons located or resident in
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 any person acting for the account or benefit of, a person
resident or 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 holder of Notes participating in the Offer will represent that it is not located
in the United States and is not participating in the Offer from the United States, or
it is acting on a non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Offer from the United
States. For the purposes of this and the above paragraph, '*United States*' means the
United States of America, its territories and possessions (including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the District of Columbia.
*United Kingdom*
The communication of this announcement and the Tender Offer Memorandum 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 authorised 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, and may only be
acted upon by, 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.
*Italy*
None of the Offer, the Tender Offer Memorandum and any other document or materials
relating to the Offer has 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 Offer is being carried out in Italy as exempted
offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of 24 February 1998, as amended (the '*Financial Services Act*') and article 35-bis,
paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the '*Issuers'
Regulation*'). Noteholders or beneficial owners of the Notes can tender some or all
of their Notes pursuant to the Offer through authorised 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
29 October 2007, as amended from time to time, and 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.
Each intermediary must comply with the applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with the Notes or the Offer.
*France*
The Offer is not being made, directly or indirectly, to the public in the Republic of
France ('*France*'). Neither the Tender Offer Memorandum nor any other document or
material relating to the Offer has been or shall be distributed to the public in
France and only (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 for their own account,
all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of
the French Code _monétaire et financier_, are eligible to participate in the Offer.
The Tender Offer Memorandum and any other documents or materials relating to the
Offer have not been and will not be submitted for clearance to nor approved by the
_Autorité des Marchés Financiers_.
ISIN: LU1673108939, XS1227093611, XS1336607715, XS1403685636,
XS1449707055, XS1532877757, XS1540071724, XS1586386739,
XS1649193403, XS1700429308, XS1715306012, XS1761721262,
XS1815135352, XS1753814141, CH0398677689, XS1857310814
Category Code: MSCL
TIDM: IRSH
LEI Code: 529900H4DWG3KWMBMQ39
Sequence No.: 43030
EQS News ID: 962269
End of Announcement EQS News Service
(END) Dow Jones Newswires
January 28, 2020 04:32 ET (09:32 GMT)