TIDMVCP
RNS Number : 9340Q
Victoria PLC
03 March 2021
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY
NOTES
VICTORIA PLC
THIS ANNOUNCEMENT IS INTED FOR HOLDERS OF THE SENIOR SECURED
NOTES DUE 2024 HELD IN THE REGULATION S GLOBAL NOTE BEARING ISIN
NUMBER XS2032590007 (COMMON CODE: 203259000)
3 March 2021 - Victoria PLC (the "Company") announces today the
results of its cash tender offer (the "Tender Offer") for its
outstanding Senior Secured Notes due 2024 held in the Regulation S
global notes bearing ISIN number XS2032590007 (Common Code:
203259000) (the "Notes") issued by the Company from the holders of
the Notes (each holder a "Noteholder" and together, the
"Noteholders"), as further described in the tender offer memorandum
dated as of 23 February 2021 (the "Tender Offer Memorandum").
The Tender Offer expired at 4:00 p.m., London time, on 2 March
2021 (the "Expiration Deadline").
The Tender Offer was made upon the terms and conditions of the
Tender Offer Memorandum. Capitalized terms used and not otherwise
defined in this announcement have the meanings ascribed to them in
the Tender Offer Memorandum.
The Company hereby announces that EUR127,918,000.00 in aggregate
principal amount of the Notes were validly tendered and not
withdrawn prior to the Expiration Date and will be accepted for
repurchase (the "Final Acceptance Amount") for an Aggregate Tender
Consideration of EUR133,687,634.90 million (including Accrued
Interest), subject to the conditions set forth in the Tender Offer
Memorandum, including satisfaction of the Financing Condition. The
Company reserves the right, in its sole discretion, to waive any
and all Conditions.
Purchase
Description Outstanding ISIN/ Minimum Price Aggregate
of the Principal Common Maturity Denomination per Final Acceptance Tender
Notes Amount(1) Code Date EUR1,000 Amount Consideration
------------- --------------- -------------- --------- -------------- ------------ ------------------ ------------------
EUR100,000
Senior and integral
Secured multiples EUR133,687,634.90
Notes XS2032590007/ July of EUR1,000 (including
due 2024 EUR476,010,000 203259000 15, 2024 thereafter EUR1,040.00 EUR127,918,000.00 Accrued Interest)
____________
(1) The Outstanding Principal Amount comprises the Notes, which
were originally sold pursuant to Regulation S under the Securities
Act (ISIN: XS2032590007; Common Code: 203259000), and does not
include the notes issued under the Indenture (as defined herein)
and originally sold pursuant to Rule 144A under the Securities Act
(ISIN: XS2032590189; Common Code: 203259018) (the "Rule 144A
Notes"). There can be no assurance that the Outstanding Principal
Amount continues to be held pursuant to the Regulation S global
notes. For the avoidance of doubt, the Tender Offer being made
pursuant to the Tender Offer Memorandum is only being made in
respect of the Notes which are held pursuant to Regulation S under
the Securities Act. The outstanding aggregate principal amount of
the Notes together with the Rule 144A Notes is EUR500,000,000
(collectively, the "Issued Notes").
Following the Tender Offer, EUR348,092,000.00 and
EUR372,082,000.00 in aggregate principal amount of the Notes and
the Issued Notes, respectively, will remain outstanding.
Subject to the Financing Condition, the Tender Offer is expected
to settle on 5 March 2021 (the "Payment Date") and all payments for
the Notes validly tendered and not withdrawn prior to the
Expiration Date will be made on the Payment Date.
The Tender Offer is part of a refinancing transaction in
connection with the Company's issuance of EUR500,000,000 in
aggregate principal amount of Senior Secured Notes on or prior to
the Payment Date (the "New Notes"), on terms and conditions
reasonably satisfactory to the Company (the "New Issuance"). The
proceeds of the New Notes, will be used (i) for general corporate
purposes, which may include, without limitation, the funding of one
or more acquisitions and/or the refinancing of certain existing
indebtedness of the Company, (ii) to complete the Tender Offer and
the Redemption (as defined herein) (the Tender Offer and the
Redemption together, the "Refinancing"), including the payment of
accrued and unpaid interest and Redemption and Tender Offer premia
and (iii) to pay the fees and expenses in connection with the
foregoing.
The Tender Offer is conditioned, amongst other conditions, on
the "Financing Condition," which is the issuance by the Company of
the New Notes, on or prior to the Payment Date, in a minimum amount
and on terms and conditions reasonably satisfactory to the Company.
There can be no assurance that the Company will be able to complete
the New Issuance and satisfy the Financing Condition.
To the extent the Financing Condition is satisfied, the Company
intends to redeem EUR50.0 million in aggregate principal amount of
Issued Notes in accordance with the terms of the "optional
redemption" provisions in the indenture governing the Issued Notes
dated 26 July 2019 (as amended from time to time, the "Indenture")
by and among the Company, the guarantors named therein, Deutsche
Trustee Company Limited, as trustee (the "Trustee"), Deutsche Bank
AG, London Branch as paying agent and Deutsche Bank Luxembourg S.A.
as registrar and National Westminster Bank PLC as security agent,
pursuant to the redemption notice issued by the Company on 3
February 2021 (the "Redemption"). The Redemption is expected to
take place on or about 9 March 2021 at a redemption price of
103.000%, plus accrued and unpaid interest, as set out in the
Indenture. Following the Tender Offer and the Redemption, the
Company may, in its sole and absolute discretion, redeem or
purchase further Issued Notes pursuant to the terms and conditions
of the Indenture.
Credit Suisse Securities (Europe) Limited and HSBC Bank plc are
acting as "Dealer Managers" for the Tender Offer. In connection
with the Tender Offer, Lucid Issuer Services Limited has been
appointed as tender agent (in such capacity, the "Tender Agent").
Holders with questions about the Tender Offer should contact the
Dealer Managers or the Tender Agent.
THE COMPANY
Victoria PLC
Worcester Road
Kidderminster
Worcestershire DY10 1JR
United Kingdom
Requests for information in relation to the Tender Offer should be
directed to:
THE DEALER MANAGERS
Credit Suisse Securities (Europe) Limited
One Cabot Square
Canary Wharf
London E14 4QJ
United Kingdom
Attn: Liability Management Group
Tel: +44 20 7883 8763
Email: liability.management@credit-suisse.com
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Attention: Liability Management
Tel: +44 20 7992 6237
Email: LM_EMEA@hsbc.com
Requests for information in relation to the procedures for tendering
Notes and participating in the Tender Offer and the submission of an
Electronic Instruction should be directed to the Tender Agent:
THE TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Owen Morris / Jacek Kusion
Tel: +44 (0) 20 7704 0880
E-mail: victoria@lucid-is.com
This announcement is not an offer to purchase any Notes or a
solicitation of an offer to sell any Notes. The
Tender Offer is being made solely by means of the Tender Offer Memorandum.
DISCLAIMER
NOT FOR DISTRIBUTION FROM, WITHIN, IN OR INTO 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) OR ANY STATE OF THE UNITED STATES OR THE DISTRICT
OF COLUMBIA.
The Tender 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, telephone and the internet. The
Notes may not be tendered in the Tender 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
Tender 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 Tender Offer resulting directly or indirectly from a violation
of these restrictions will be invalid and any purported tender of
Notes made by a person located or resident 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.
The distribution of the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession the Tender Offer Memorandum comes are required by the
Company, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions.
This announcement is neither an offer to purchase nor the
solicitation of an offer to sell any of the securities described
herein, nor shall there be any offer or sale of such securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful. The Tender Offer is made solely pursuant to the Tender
Offer Memorandum dated February 23, 2021.
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 Tender Offer. If any
Holder is in any doubt as to the action it should take, it is
recommended that such Holder seeks its own financial and legal
advice, including as to any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other
independent financial 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 or intermediary must
contact such entity if it wishes to tender Notes in the Tender
Offer. None of the Company, the Dealer Managers or the Tender Agent
makes any recommendation as to whether Noteholders should
participate in the Tender Offer.
Any deadlines set by any intermediary will be earlier than the
deadlines specified in the Tender Offer Memorandum.
The information contained in this announcement does not
constitute an invitation or inducement to engage in investment
activity within the meaning of the United Kingdom Financial
Services and Markets Act 2000. In the United Kingdom, this
announcement is being distributed only to, and is directed only at
(i) persons who are outside the United Kingdom, (ii) 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 (the
"Financial Promotion Order")), (iii) persons who are within Article
43 of the Financial Promotion Order or (iv) any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as
"relevant persons"). This announcement and the Tender Offer
Memorandum is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons.
This announcement contains forward-looking statements and
information that is necessarily subject to risks, uncertainties,
and assumptions. No assurance can be given that the transactions
described herein will be consummated or as to the terms of any such
transactions. The Company assumes no obligation to update or
correct the information contained in this announcement.
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END
RTESSLFUEEFSELD
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March 03, 2021 02:00 ET (07:00 GMT)
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