Urenco Finance N.V. Urenco Finance N.V. Announces Tender Offer (9233Q)

TIDM44ZP

RNS Number : 9233Q

Urenco Finance N.V.

24 June 2020

Urenco Finance N.V. Announces Tender Offer for its EUR500,000,000 2.250 per cent. Notes due 2022

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

NOT FOR RELEASE, PUBLICATION OR 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 OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

24 June 2020. Urenco Finance N.V. (the Company) announces today its invitation to holders of its EUR500,000,000 2.250 per cent. Notes due 2022 (ISIN: XS1269854870) (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 June 2020 (the Tender Offer Memorandum) prepared by the Company, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Dealer Managers and the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary

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

 
  Description     ISIN/ Common     Outstanding                    Purchase     Target Acceptance 
  of the Notes        Code        Nominal Amount    Benchmark      Spread            Amount 
---------------  -------------  ----------------  -------------  ---------  ---------------------- 
 EUR500,000,000   XS1269854870   EUR500,000,000    Interpolated    80 bps       Subject as set 
    2.250 per      / 126985487                       Mid-Swap                  out in the Tender 
   cent. Notes                                         Rate                    Offer Memorandum, 
    due 2022                                                                  up to EUR150,000,000 
                                                                              in aggregate nominal 
                                                                                     amount 
 

Rationale for the Offer

The rationale for the Offer is to redeem Notes up to the Target Acceptance Amount prior to their maturity as part of the Company's management of its debt maturity profile. Notes purchased by the Company pursuant to the Offer will be cancelled and will not be re-issued or re-sold.

Details of the Offer

Purchase Price

The Company will pay for Notes accepted by it for purchase pursuant to the Offer at a price (the Purchase Price) to be determined at or around 12.00 p.m. (CET) (the Pricing Time) on 2 July 2020 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to the sum (such sum, the Purchase Yield) of a purchase spread of 80 basis points (the Purchase Spread) and the Interpolated Mid-Swap Rate.

The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes accepted for purchase pursuant to the Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to 9 May 2022 (being the first optional call date in respect 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 9 May 2022 (assuming all outstanding Notes were redeemed at their nominal amount on such date), discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) Accrued Interest.

Accrued Interest

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.

Final Acceptance Amount and pro rata scaling

The Company 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).

If the aggregate nominal amount of Notes tendered for purchase pursuant to the Offer is greater than the Final Acceptance Amount, Notes may be accepted for purchase on a pro rata basis, as fully described in the Tender Offer Memorandum.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and 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 that is received by the Tender Agent by 5.00 p.m. (CET) on 1 July 2020. Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

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 amounts of EUR1,000 thereafter.

A separate Tender Instruction must be completed on behalf of each beneficial owner.

Indicative Timetable for the Offer

 
 Events                                                       Times and Dates 
                                                               (All times are CET) 
 Commencement of the Offer 
 Offer announced. Tender Offer Memorandum available from      Wednesday, 24 June 2020 
 the Tender Agent. 
 Expiration Deadline 
 Final deadline for receipt of valid Tender Instructions      5.00 p.m. on 
 by the Tender Agent in order for Noteholders                  Wednesday, 1 July 2020 
 to be able to participate in the Offer. 
 Announcement of Indicative Results 
 Announcement by the Company of the aggregate nominal         Prior to the Pricing Time on Thursday, 2 July 2020 
 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 p.m. on Thursday, 2 July 2020 
 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 Date 
 tenders of Notes pursuant to the Offer                       on Thursday, 2 July 2020 
 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. 
 Settlement Date 
 Expected Settlement Date for the Offer.                      Monday, 6 July 2020 
 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, 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 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 (in the limited circumstances in which revocation is permitted) 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 the RIS publication section of the website of Euronext Dublin (https://direct.euronext.com/Announcements/View-Announcements/RIS-Announcements/) 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 the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.

HSBC Bank plc (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and MUFG Securities EMEA plc (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited (Telephone: [phone]; Attention: Thomas Choquet; Email: [e-mail]) 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 (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, 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 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 Enrichment Company Limited, Urenco Nederland B.V., Urenco Deutschland GmbH, Urenco USA Inc. and Louisiana Energy Services, LLC in their capacity as guarantors 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 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, Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase 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.

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. 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.

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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June 24, 2020 03:30 ET (07:30 GMT)