Urenco Finance N.V. Tender Offer (0100V)

TIDM44ZP

RNS Number : 0100V

Urenco Finance N.V.

31 March 2023

Urenco Finance N.V. Announces the Re-opening and Extension of, and Amendment to, its Tender Offer for its EUR500,000,000 2.375 per cent. Notes due 2024

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (the EUWA)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

31 March 2023. On 24 March 2023, Urenco Finance N.V. (the Company) announced an invitation to holders of its outstanding EUR500,000,000 2.375 per cent. Notes due 2024 (ISIN: XS1145750037) (the Notes) to tender their Notes for purchase by the Company for cash (the Offer). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 24 March 2023 (as amended, the Tender Offer Memorandum) subject to the amendments to the terms of the Offer as set out in this announcement. The Offer is also subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

As at 5.00 p.m. on 30 March 2023 (being the original Expiration Deadline), EUR318,066,000 in aggregate nominal amount of the Notes had been tendered pursuant to the Offer.

Re-opening and Extension to the Offer

The Company has determined to re-open the Offer and extend the Expiration Deadline for the Offer to 5.00 p.m. (CEST) on 5 April 2023, and accordingly the Pricing Date and Settlement Date for the Offer will also be amended as set out in the timetable below. All references to the "Pricing Date", the "Settlement Date" and the "Expiration Deadline" in this announcement and the Tender Offer Memorandum shall be to the relevant date or relevant time set out in the timetable below.

Amendment to the Offer

The Company has also determined that it will amend the terms of the Offer such that it will no longer accept any and all Notes tendered for purchase pursuant to the Offer. The Company now proposes to accept for purchase pursuant to the Offer up to EUR150,000,000 in aggregate nominal amount of the Notes (the Target Acceptance Amount), although the Company reserves the right, in its sole discretion, to accept significantly more or significantly less than such amount for purchase pursuant to the Offer (the final aggregate amount of Notes accepted for purchase pursuant to the Offer being the Final Acceptance Amount).

Scaling

If the Company decides to accept valid tenders of Notes pursuant to the Offer and the aggregate nominal amount of Notes validly tendered for purchase pursuant to the Offer is greater than the Final Acceptance Amount, the Company intends to accept such validly tendered Notes on a pro rata basis and, for the purpose of such acceptance, each such tender of Notes will be scaled by a factor (a Scaling Factor) equal to (i) the Final Acceptance Amount divided by (ii) the aggregate nominal amount of the Notes validly tendered (subject to adjustment to allow for the aggregate nominal amount of Notes accepted for purchase, following the rounding of tenders of Notes described in the next paragraph, to equal the Final Acceptance Amount exactly).

Each tender of Notes that is scaled in this manner will be rounded down to the nearest EUR1,000 in nominal amount. In addition, in the event of any such scaling, the Offeror intends to apply pro rata scaling to each valid tender of Notes in such a manner as will result in both (a) the relevant Noteholder transferring Notes to the Offeror in an aggregate nominal amount of at least EUR100,000 (being the minimum denomination of the Notes), and (b) the relevant Noteholder's residual amount of Notes (being the nominal amount of the Notes the subject of the relevant Tender Instruction that are not accepted for purchase by virtue of such scaling) amounting to either (i) EUR100,000 or (ii) zero, and the Offeror therefore intends to adjust the relevant Scaling Factor applicable to any relevant Tender Instruction accordingly.

Announcements of results and pricing

The Company will announce, prior to the Pricing Time on the Pricing Date, the aggregate nominal amount of Notes validly tendered pursuant to the Offer, together with a non-binding indication of the level at which it expects to set the Final Acceptance Amount and indicative details of any pro rata scaling that will apply in the event that the Company decides to accept valid tenders of Notes pursuant to the Offer.

The Company will then announce, as soon as reasonably practicable after the Pricing Time on the Pricing Date, its decision of whether to accept any valid tenders of Notes pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the Interpolated Mid-Swap Rate, the Purchase Yield, the Purchase Price and details of any pro rata scaling.

Summary of the Offer (as amended)

A summary of certain of the terms of the Offer appears below:

 
  Description     ISIN/ Common    Maturity      Outstanding                    Purchase     Target Acceptance 
  of the Notes        Code          Date       Nominal Amount    Benchmark      Spread            Amount 
---------------  -------------  -----------  ----------------  -------------  ---------  ---------------------- 
 EUR500,000,000   XS1145750037   2 December   EUR500,000,000    Interpolated    -5 bps         Subject as 
    2.375 per      / 114575003      2024                          Mid-Swap                      set out in 
   cent. Notes                                                      Rate                    this announcement, 
    due 2024                                                                               up to EUR150,000,000 
                                                                                               in aggregate 
                                                                                              nominal amount 
 

Tender Instructions

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of no less than EUR100,000, being the minimum denomination of the Notes, and may be submitted in integral multiples of EUR1,000 thereafter.

A separate Tender Instruction must be completed on behalf of each beneficial owner. To the extent that any Direct Participant has grouped tenders from different beneficial owners in one Tender Instruction, that Tender Instruction will need to be revoked and separate Tender Instructions on behalf of each beneficial owner will need to be submitted.

Revocation Rights

The Company acknowledges that the amendment to the Offer set out in this Announcement is materially prejudicial to the interests of Noteholders that have already submitted Tender Instructions. Accordingly, Noteholders that have already submitted Tender Instructions in relation to the Offer before 5.00 p.m. (CEST) on 30 March 2023, may revoke their Tender Instructions at any time from the date and time of this announcement until 5.00 p.m. (CEST) on 5 April 2023 (subject to the earlier deadlines required by the Clearing Systems and any intermediary through which Noteholders hold their Notes).

For the avoidance of doubt, any Noteholder who does not exercise any such right of revocation in the circumstances and in the manner specified above, shall be deemed to have waived such right of revocation and its original Tender Instruction will remain effective

Indicative Timetable for the Offer (as amended)

 
 Events                                                       Times and Dates 
                                                               (All times are CEST) 
 Expiration Deadline 
 Final deadline for receipt of valid Tender Instructions      5.00 p.m. on 
 by the Tender Agent in order for Noteholders                  Wednesday, 5 April 2023 
 to be able to participate in the Offer. 
 This will also be the deadline for receipt by the Tender 
 Agent of a valid electronic instruction 
 to revoke any Tender Instruction previously submitted by 
 a Noteholder. 
 Announcement of Indicative Results 
 Announcement by the Company of the aggregate nominal         Prior to the Pricing Time on Thursday, 6 April 2023 
 amount of Notes validly tendered pursuant 
 to the Offer, together with a non-binding indication of 
 the level at which it expects to set 
 the Final Acceptance Amount and indicative details of 
 any pro rata scaling that will apply 
 in the event that the Company decides to accept valid 
 tenders of Notes pursuant to the Offer. 
 Pricing Time and Pricing Date 
 Determination of the Interpolated Mid-Swap Rate,             At or around 12.00 noon on Thursday, 6 April 2023 
 Purchase Yield and Purchase Price. 
 Announcement of Final Results and Pricing 
 Announcement of whether the Company will accept valid        As soon as reasonably practicable after the Pricing Time 
 tenders of Notes pursuant to the Offer                       on Thursday, 6 April 2023 
 and, if so accepted, the aggregate nominal amount of 
 Notes so accepted, the Interpolated Mid-Swap 
 Rate, the Purchase Yield, the Purchase Price and details 
 of any pro rata scaling. 
 Settlement Date 
 Expected Settlement Date for the Offer.                      Wednesday, 12 April 2023 
 Payment of the Purchase Price and Accrued Interest for 
 any Notes accepted for purchase and 
 settlement of such purchases. 
 

The Company may, in its sole discretion, further extend, re-open, amend, waive any condition of and/or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Company to so further extend, re-open, amend, waive any condition of and/or terminate the Offer.

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 revoke their instruction to participate in, the Offer by the deadlines set out above. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication via RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be found on the relevant Reuters Insider Screen and be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

Noteholders are advised to read carefully this announcement and the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.

BNP Paribas (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and MUFG Securities (Europe) N.V. (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited (Telephone: [phone]; Attention: Harry Ringrose; Email: [e-mail]; Offer Website: https://deals.is.kroll.com/urenco) is acting as Tender Agent.

Questions and requests for assistance in connection with (i) the Offer may be directed to the Dealer Managers and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are set out above.

This announcement is released by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Gerard Tyler, Head of Group Treasury at Urenco Limited.

LEI Number: 549300424FNJMWD3CO80

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement amends the terms of the Tender Offer Memorandum. In the event of any inconsistency between the terms of the Tender Offer Memorandum and this announcement, the terms of this announcement will prevail. 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 any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax 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 must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of the Company, Urenco Limited, Urenco UK Limited, Urenco Nederland B.V., Urenco Deutschland GmbH and Louisiana Energy Services, LLC in their capacity as guarantors[1] of the Company's obligations under the Notes (the Guarantors), the Dealer Managers or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Guarantors, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the 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 either Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdictions.

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 this announcement, 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 or to any 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, or by any person acting for the account or benefit of, 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 Noteholder 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.

Italy. None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been 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 the Republic of Italy (Italy) as an exempted offer 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 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in 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. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 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 and/or the Offer.

United Kingdom. The communication of this announcement, 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, as amended (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.

France. The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). This announcement, the Tender Offer Memorandum and any other document relating to the Offer have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended. Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des marchés financiers.

[1] Pursuant to the terms and conditions of the Notes, Urenco Enrichment Company Limited and Urenco USA Inc. resigned as Guarantors of the Notes on 27 October 2021.

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March 31, 2023 11:11 ET (15:11 GMT)