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Re Convertible Bonds due 2018

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RNS Number : 2082J
Hansteen Holdings plc
26 June 2017
 

 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

26 June 2017

Hansteen Holdings PLC

Invitation to Holders to Offer to Sell and/or Convert Outstanding €100 million Hansteen (Jersey) Securities Limited 4% Guaranteed Convertible Bonds due 2018

Hansteen Holdings PLC (the "Offeror") hereby announces that it is making an invitation to holders of the outstanding €100m Hansteen (Jersey) Securities Limited 4% Guaranteed Convertible Bonds due 2018 (the "Bonds"), to offer to sell their Bonds to the Offeror (the "Tender Invitation") and/or convert their Bonds (the "Conversion Invitation" and, together with the Tender Invitation, the "Invitations"). The Bonds were issued by Hansteen (Jersey) Securities Limited, a wholly-owned subsidiary of the Offeror, on 3 July 2013 and are guaranteed by the Offeror. With the Invitations, the Offeror seeks to adjust its financing structure following the completion of the sale of the German and Dutch portfolios, announced on 19 June 2017.

Tender Invitation

On the terms and subject to the conditions set out in the invitation term sheet dated 26 June 2017 (the "Invitation Term Sheet"), the Offeror invites holders (subject to the invitation restrictions set out in the Invitation Term Sheet) to offer to sell any and all of their Bonds to the Offeror. The cash amount payable per €100,000 principal amount of the Bonds offered and accepted for sale is €140,039.50. This is the sum of a purchase price of €138,150.00 plus an accrued interest payment of €1,889.50 per €100,000 principal amount of the Bonds.

Conversion Invitation

On the terms and subject to the conditions set out in the Invitation Term Sheet, the Offeror invites holders (subject to the invitation restrictions set out in the Invitation Term Sheet) to offer to convert any and all of their Bonds in accordance with the terms and conditions of the Bonds.

Bondholders participating in the Conversion Invitation will receive ordinary shares of the Offeror ("Ordinary Shares") in accordance with the terms and conditions of the Bonds and a total cash payment of €5,931.28 per €100,000 principal amount of the Bonds. This cash payment is the sum of an incentive payment of €4,041.78 plus an accrued interest payment of €1,889.50 per €100,000 principal amount of the Bonds.

In relation to the Conversion Invitation, delivery of the Ordinary Shares in accordance with the terms and conditions of the Bonds is expected to occur on 10 July 2017 by crediting of the Ordinary Shares to the relevant CREST accounts of holders participating in the Conversion Invitation. Any conversion of Bonds pursuant to the Conversion Invitation will be satisfied in full by delivery of Ordinary Shares and not by payment of a Cash Alternative Amount (as defined in the terms and conditions of the Bonds).

The current Exchange Price in relation to the Bonds is £0.8892 per Ordinary Share and the Fixed Exchange Rate is £1.00 = €1.1798 (each as defined in the terms and conditions of the Bonds). The Conversion Date described in the terms and conditions of the Bonds shall, on the basis of the expected timetable set out below and subject otherwise to compliance with the terms and conditions of the Bonds, be deemed to be 29 June 2017.

Further Information regarding the Invitations

The Invitations are expected to be open until 3.00 p.m. (London time) on 29 June 2017. Announcement of the final aggregate principal amount of the Bonds accepted for purchase and/or converted pursuant to the Invitations will be made as soon as reasonably practicable thereafter. In order to participate in the Invitations, holders should provide the Tender Instructions and/or complete and deliver the Invitation Conversion Notice in the manner described in the Invitation Term Sheet. Any Tender Instructions and/or Invitation Conversion Notices delivered, prior to the Expiration Deadline or otherwise, in a form or manner otherwise than in accordance with the Invitation Term Sheet will not be eligible to receive the cash payments described herein.

The Offeror may, in its discretion, extend, re-open, amend, waive any condition of, or terminate one or both of the Invitations at any time prior to announcement of the final aggregate principal amount of the Bonds accepted for purchase in the Tender Invitation and the final aggregate principal amount of the Bonds converted pursuant to the Conversion Invitation, as applicable and in each case subject to applicable law.

All Tender Instructions delivered to the Dealer Manager (Jefferies International Limited) and Invitation Conversion Notices delivered to the Agent (The Bank of New York Mellon) will be irrevocable, except in the limited circumstances described in the Invitation Term Sheet. Any Bonds that are not successfully offered for sale or conversion pursuant to the Invitations will remain outstanding.

If 15% or fewer of the original aggregate principal amount of the Bonds remains outstanding after the Settlement Date, the Issuer will exercise its right to redeem the remaining outstanding Bonds in accordance with the terms and conditions of the Bonds.

Holders are advised to read the Invitation Term Sheet in its entirety prior to making a decision on whether or not to participate in either or both of the Invitations.

Jefferies International Limited is acting as sole Dealer Manager in relation to the Invitations.

Transaction Timetable

Launch Date

26 June 2017

Expiration Deadline

3.00 p.m. (London time) on 29 June 2017

Announcement of Results

Announcement of (i) the final aggregate principal amount of the Bonds accepted for purchase in the Tender Invitation and (ii) the final aggregate principal amount of the Bonds converted pursuant to the Conversion Invitation will be made as soon as reasonably practicable after the Expiration Deadline

Expected Settlement Date

5 July 2017

Share Delivery Date

On or before 10 July 2017

Delivery of Ordinary Shares pursuant to the Conversion Invitation

Inside information

This press release relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

Any enquiries relating to the terms of the Invitations should be directed to:

Jefferies International Limited

Phillip Bond

 

Tel: +44 (0) 20 7898 7122

Email: pbond@jefferies.com

Any enquires relating to the Offeror regarding this announcement should be directed to:

Hansteen Holdings PLC

Ian Watson

Morgan Jones

Tel: +44 (0) 20 7408 7000



Tavistock

Jeremy Carey

Kirsty Allan

Tel: +44 (0) 20 7920 3150

07836 734 625

07824 393 242

 

IMPORTANT NOTICE

 

This PRESS RELEASE does not constitute an invitation to participate in the Invitations in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this PRESS RELEASE in certain jurisdictions may be restricted by law. Persons into whose possession this PRESS RELEASE comes are required by each of the Offeror, Hansteen (Jersey) Securities Limited (the "Issuer"), the Dealer Manager and the Agent to inform themselves about, and to observe, any such restrictions.

 

THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY TO MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO BUY ANY BOND NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY BOND.

 

ANY DECISION RELATING TO THE BONDS PURSUANT TO THE INVITATIONS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY YOU OF THE OFFEROR'S AND THE ISSUER'S PUBLICLY AVAILABLE INFORMATION. NONE OF THE DEALER MANAGER, THE AGENT NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE OFFEROR'S OR ISSUER'S PUBLICLY AVAILABLE INFORMATION.

 

THE DEALER MANAGER AND THE AGENT ARE ACTING ON BEHALF OF THE OFFEROR AND NO ONE ELSE IN CONNECTION WITH THE INVITATIONS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER OR THE AGENT, OR FOR PROVIDING ADVICE IN RELATION TO THE INVITATIONS. NEITHER THE DEALER MANAGER NOR THE AGENT OWES ANY DUTY TO ANY HOLDER OF THE BONDS.

 

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY OR A SOLICITATION OF AN OFFER TO SELL OR BUY THE BONDS, AS APPLICABLE (AND OFFERS OF BONDS FOR PURCHASE OR THE CONVERSION OF BONDS PURSUANT TO THE INVITATIONS WILL NOT BE ACCEPTED FROM BONDHOLDERS IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL). IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE INVITATIONS TO BE MADE BY A LICENSED BROKER OR DEALER AND THE DEALER MANAGER OR ITS AFFILIATES IS SUCH A LICENSED BROKER OR DEALER IN SUCH JURISDICTIONS, THE INVITATIONS SHALL BE DEEMED TO BE MADE BY THE DEALER MANAGER OR SUCH AFFILIATE (AS THE CASE MAY BE) ON BEHALF OF THE OFFEROR IN SUCH JURISDICTIONS.

 

United States

 

The Invitations are 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 any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of this PRESS RELEASE and any other documents or materials relating to the Invitations are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded in or into the United States  or to any persons located or resident in the United States and Bonds cannot be offered for purchase or converted pursuant to the Invitations by any such use, means, instruments or facilities or from within the United States or by persons located or resident in the United States, as defined in Regulation S of the U.S. Securities Act of 1933 ("Regulation S" and the "Securities Act"). Failure to comply with these restrictions may result in a violation of applicable laws and any purported offer of Bonds for purchase, or conversion of Bonds, resulting directly or indirectly from a violation of these restrictions will be invalid and offers of Bonds for purchase, or conversions of Bonds, made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a nominee giving instructions from within the United States will not be accepted.

 

This PRESS RELEASE is not an offer of securities for sale or an invitation to offer or sell securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The purpose of this PRESS RELEASE is limited to the Invitations and this PRESS RELEASE may not be sent or given to a person in the United States. Each holder of Bonds participating in the Invitations will represent that it is not located in the United States and is not participating in the Invitations 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 Invitations from the United States.

 

For the purposes of this and the above two paragraphs, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

 

United Kingdom

 

The communication of this PRESS RELEASE by the Offeror and any other documents or materials relating to the Invitations 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 (the "FSMA"). 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); (2) persons who fall within Article 49 of the FPO; or (3) any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this PRESS RELEASE relates is available only to such persons or will be engaged in only with such persons and other persons should not rely on it.

 

France

 

The Invitations are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither PRESS RELEASE nor any other document or material relating to the Invitations 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), 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 Invitations. This PRESS RELEASE has not been submitted for clearance to the Autorité des Marchés Financiers.

 

Italy

 

None of the Invitations, this PRESS RELEASE or any other documents or materials relating to the Invitations have been submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Invitations are being carried out in the Republic of Italy ("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").

 

Accordingly, the Invitations are only addressed to holders of Bonds located in the Republic of Italy who are "qualified investors" (investitori qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1, letter b) of the Issuers' Regulation.

 

Holders or beneficial owners of the Bonds may offer their Bonds for purchase or convert their Bonds pursuant to the Invitations 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 Bonds or the Invitations.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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