Jerrold FinCo plc announces the expiration of its Offer to Purchase for cash any and all of its £300,000,000 9¾% Senior Secured Notes due 2018
October 10, 2016 - Jerrold FinCo plc (the "Offeror"), a wholly-owned subsidiary of Jerrold Holdings Limited (the "Company"), announces the expiration of its offer to purchase for cash any and all of the outstanding £300,000,000 9¾% Senior Secured Notes due 2018 (the "Notes") that commenced on September 26, 2016 (the "Tender Offer"). The Tender Offer expired at 5:00 p.m., London time, on October 7, 2016 (the "Expiration Deadline").
The terms and conditions of the Tender Offer are set out in the offer to purchase dated September 26, 2016 (the "Offer to Purchase") and the related Notice of Guaranteed Delivery prepared in connection with the Tender Offer.
Capitalized terms used in this announcement but not otherwise defined have the meanings given to them in the Offer to Purchase.
According to information provided by Lucid Issuer Services Limited, the Tender Agent for the Tender Offer, £125,389,000 aggregate principal amount of the Notes were validly tendered at or prior to the Expiration Deadline and not validly withdrawn. There are no outstanding Notes that remain subject to the guaranteed delivery procedures described in the Offer to Purchase.
The following table sets forth the results of the Tender Offer:
Description of the Notes £300,000,000 9 ¾% Senior Secured Notes due 2018
Common code/ISIN for Regulation S Notes 097343144 / XS0973431447
Common code/ISIN for Rule 144A Notes 097343411 / XS0973434110
Outstanding Principal Amount
before Tender Offer £300,000,000
Principal Amount Tendered £125,389,000
Purchase Price £1,048.75 per £1,000 in principal amount
The date on which all payments will be made for Notes tendered prior to the Expiration Deadline (including Notes delivered in accordance with guaranteed delivery procedures) is expected to be October 13, 2016 (the "Settlement Date"). The Tender Offer is subject to customary conditions as set forth in the Offer to Purchase, any and all of which may be waived by the Offeror in its sole discretion.
In addition, holders of the Notes whose Notes are purchased pursuant to the Tender Offer will receive a cash payment representing the accrued and unpaid interest on their purchased Notes from the last applicable interest payment date for such Notes to, but excluding the Settlement Date.
The Offeror intends to redeem all of the Notes that remain outstanding subsequent to the Settlement Date pursuant to the terms of the Indenture at a price equal to 104.875% of their principal amount, plus accrued and unpaid interest up to, but not including, the date of redemption. Redemption of the remaining outstanding Notes is expected to occur on October 23, 2016, subject to satisfaction or waiver by the Offeror of the conditions thereto.
The Dealer Managers are: Credit Suisse Securities (Europe) Limited, One Cabot Square, Canary Wharf, London E14 4QJ, United Kingdom, Attention: Liability Management, Telephone: +44 207 883 8763, Email: [email protected]; and J.P. Morgan Securities plc, 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom, Attention: Liability Management, Telephone: +44 207 134 3438 E-mail: [email protected]
The Tender Agent is: Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk, London WC1H 8HA, Telephone: +44 20 7704 0880, Email: [email protected], Attn: Paul Kamminga
Copies of the Offer to Purchase (including the related Notice of Guaranteed Delivery contained therein) are available at the following web address: http://library.lucid-is.com/jerrold
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This announcement does not describe all the material terms of the Tender Offer and no decision should be made by any holder of the Notes on the basis of this announcement. The complete terms and conditions of the Tender Offer are described in the Offer to Purchase. This announcement must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains important information which should be read carefully before any decision is made with respect to the Tender Offer. If any holder of the Notes is in any doubt as to the contents of this announcement, or the Offer to Purchase, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
This press release constitutes a public disclosure of inside information by Jerrold FinCo plc under Regulation (EU) 596/2014 (16 April 2014).
Offer and Distribution Restrictions
Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase come are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.
This information is provided by RNS