Final Result of the Tender Offer – Existing Notes
SIG completed tender offer for €300m notes due 2026, with €286.5m tendered and accepted for repurchase at par.
- Existing Notes principal amount €300,000,000
- Amount tendered and accepted €286,542,000
- Purchase price €1,000 per €1,000 principal
- Remaining notes outstanding after settlement €13,458,000
- New Notes being issued €300,000,000 9.75% due 2029
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SIG plc (the "Company", and together with its subsidiaries, the "Group") today announces the final results of its invitation to eligible holders of its outstanding €300.0 million 5.25% senior secured notes due 2026 (ISIN: XS2404291010 (Regulation S); ISIN: XS2404291366 (Rule 144A)) (the "Existing Notes") to tender any and all of their outstanding Existing Notes for purchase at par by the Company (such invitation, the "Tender Offer").
The Tender Offer was announced on 14 October 2024 and was made on the terms and subject to the conditions contained in a tender offer memorandum dated 14 October 2024 (the "Tender Offer Memorandum") prepared by the Company, and subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. The Tender Offer is conditional upon, among other things, the successful settlement of the offering of €300,000,000 of 9.75% fixed rate senior secured notes due 2029 (the "New Notes"). The successful pricing of the New Notes was announced on 18 October, and their issue is expected to close on or about 25 October 2024, upon satisfaction of certain customary conditions.
Summary of the Tender Offer
| Description of the Existing Notes | ISIN / Common Code | Maturity Date | Principal Amount Outstanding | Purchase Price* | Amount Subject to the Offer |
|---|---|---|---|---|---|
| €300,000,000 5.25% Senior Secured Notes due 2026 | Regulation S: XS2404291010 / 240429101 Rule 144A: XS2404291366/ 240429136 | 30 November 2026 | €300,000,000 | €1,000 per €1,000 in principal amount of Notes | Any and all |
* The amount that will be paid to each Noteholder on the Payment Date for the Existing Notes accepted for purchase will be an amount of €1,000 per €1,000 principal amount of the Existing Notes, together with any accrued and unpaid interest on the relevant Existing Notes from (and including) the immediately preceding interest payment date for the Existing Notes up to (but excluding) the Payment Date.
The Tender Offer expired at 5:00 p.m. (New York City time) on 22 October 2024. The Company hereby informs the Noteholders that, as of the Expiration Time, the aggregate principal amount of Existing Notes validly tendered and not withdrawn is €286,542,000 ("Tendered Notes").
The Company intends to accept all such Tendered Notes subject to the satisfaction of the conditions to the Tender Offer. The settlement date is expected to occur on 25 October 2024.
Following settlement of the Tender Offer, Existing Notes repurchased pursuant to the Tender Offer will be cancelled, and the remaining principal amount of the Notes outstanding is expected to be €13,458,000.
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Capitalised or other defined terms used, but not defined in this announcement have the same meanings as given to them in the Tender Offer Memorandum.
Questions and requests for assistance in connection with the Tender Offer may be directed to the Dealer Managers and to the Information and Tender Agent, the contact details for which are set out below:
DEALER MANAGERS
HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Telephone: +44 20 7992 6237 Email: LM_EMEA@hsbc.com Attention: Liability Management, DCM
| Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Telephone: +44 (0) 20 3134 8515 Email: eu.lm@barclays.com Attention: Liability Management Group | BNP PARIBAS 16 Boulevard des Italiens Paris 75009 France Telephone: +33 1 55 77 78 94 Email: liability.management@bnpparibas.com Attention: Liability Management Group |
| Lloyds Bank Corporate Markets plc 10 Gresham Street London EC2V 7AE United Kingdom Telephone: +44 (0) 20 7158 1719/1726 Email: LBCMLiabilityManagement@lloydsbanking.com Attention: Liability Management, Commercial Banking | NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom Telephone: +44 20 7678 5222 Email: NWMLiabilityManagement@natwestmarkets.com Attention: Liability Management |
INFORMATION AND TENDER AGENT
Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG Telephone: +44 20 7704 0880 Attention: Jacek Kusion Email: sig@is.kroll.com Tender Offer Website: https://deals.is.kroll.com/sig
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.