BANGKOK, April 16,
2024 /PRNewswire/ -- GC Treasury Center Company
Limited (the "Issuer"), announces three concurrent, but
separate, offers to purchase for cash, upon the terms and subject
to the conditions and the distribution restrictions set forth in
the Tender Offer Memorandum dated 16 April
2024 (the "Tender Offer Memorandum"), any and all of
(i) the outstanding U.S.$1,000,000,000 4.40% Senior Unsecured Notes due
2032 (the "2032 Notes"); (ii) the outstanding
U.S.$550,000,000 4.30% Senior
Unsecured Notes due 2051 (the "2051 Notes"); and the
outstanding U.S.$300,000,000 5.20%
Senior Unsecured Notes due 2052 (the "2052 Notes"), each
issued by the Issuer and irrevocably and unconditionally guaranteed
by PTT Global Chemical Public Company Limited (the
"Company"), in each case from each registered holder of
Notes (each, a "Holder" and, collectively, the
"Holders"). The 2032 Notes, 2051 Notes and 2052 Notes are
collectively referred to as the "Notes" and each as a
"series" of Notes. Each offer to purchase each series of
Notes is referred to as a "Tender Offer" and the
offers to purchase the Notes as the "Tender
Offers."
Capitalized terms used and not otherwise defined in this
announcement have the meanings given to them in the Tender Offer
Memorandum.
** TENDER OFFER CAP **
The Issuer will accept Notes in the order of their respective
Acceptance Priority Level (as outlined below), subject to the
satisfaction of the Maximum Tender Condition (as defined below).
The Issuer's obligation to complete a Tender Offer with respect to
a particular series of Notes is conditioned on the aggregate
principal amount of the Notes validly tendered and not validly
withdrawn in the Tender Offers (after taking into account Notes of
each series accepted for purchase with a higher Acceptance Priority
Level) not exceeding U.S.$700.0
million (the "Tender Offer Cap"). The Tender Offer
Cap may be increased or reduced at the Issuer's sole discretion,
subject to applicable law and regulation.
** FIXED PRICES AND ACCEPTANCE PRIORITY LEVELS **
Series of Notes / ISINs (RegS;144A) / Outstanding Principal
Amount (as of 16 April 2024) / Acceptance Priority
Level / Fixed Price
USD 1bn 4.40% 2032 Notes /
US36830DAD30; US36830BAD73 / USD
800,000,000 / 1st priority / 91.625%
USD 550m 4.30% 2051 Notes /
US36830DAC56; US36830BAC90 / USD
525,163,000 / 2nd priority / 77.500%
USD 300m 5.20% 2052 Notes /
US36830DAF87; US36830BAF22 / USD
240,000,000 / 3rd priority / 88.750%
** TENDER CONSIDERATION AND ACCRUED INTEREST **
In addition to the Fixed Price, Holders whose Notes of a given
series are accepted for purchase will be paid accrued and unpaid
interest on such Notes to, but not including the Settlement Date
(such amount, "Accrued Interest" and, together with the
Fixed Price, the "Tender Consideration").
** MAXIMUM TENDER CONDITION **
The Issuer's obligation to complete a Tender Offer with respect
to a particular series of Notes is conditioned on the aggregate
principal amount of the Notes validly tendered in the Tender Offers
not exceeding the Tender Offer Cap of U.S.$700.0 million, unless waived by the Issuer.
Notwithstanding any other provision in the Tender Offer Memorandum
to the contrary, if at the Expiration Deadline for a particular
Tender Offer, the aggregate principal amount for such series of
validly tendered Notes (together with the aggregate principal
amount for all validly tendered Notes of each series with a higher
Acceptance Priority Level and that are accepted for purchase), is
greater than the Tender Offer Cap, then the Issuer will not be
obligated to accept for purchase such series of Notes and may
terminate the Tender Offer with respect to such series of Notes
(the "Maximum Tender Condition").
If the Maximum Tender Condition is not satisfied with respect to
every series of Notes and this condition is not waived by the
Issuer, then the Issuer will, in accordance with the acceptance
priority levels set forth above (each, an "Acceptance Priority
Level") (with 1 being the highest Acceptance Priority Level and
3 being the lowest Acceptance Priority Level), accept for purchase
all validly tendered Notes of a given series so long as the
aggregate principal amount of all Notes of such series validly
tendered and not validly withdrawn, plus the aggregate principal
amount for all validly tendered and not validly withdrawn Notes of
each series with a higher Acceptance Priority Level does not exceed
the Tender Offer Cap, subject to the condition with respect to
Non-Covered Notes (as defined below).
If the Maximum Tender Condition is not satisfied for any and all
of the Notes of a particular series (such series of Notes, the
"Non-Covered Notes"), and this condition is not waived by
the Issuer, then:
(i) no Non-Covered Notes will be accepted for
purchase, and
(ii) if there is any series of Notes having a lower
Acceptance Priority Level than the Non-Covered Notes for which:
(a) the aggregate principal amount of
all validly tendered and not validly withdrawn Notes of such
series, plus
(b) the aggregate principal amount of all
validly tendered and not validly withdrawn Notes of all series
having a higher Acceptance Priority Level than such series of
Notes, other than the Non-Covered Notes,
does not exceed the Tender Offer Cap, then all Notes of such
series having a lower Acceptance Priority Level will be accepted
for purchase, until there is no series of Notes with a lower
Acceptance Priority Level to be considered for purchase for which
the Maximum Tender Condition is met.
It is possible that any series of Notes with any Acceptance
Priority Level will fail to meet the Maximum Tender Condition and
therefore will not be accepted for purchase even if one or more
series with a lower Acceptance Priority Level is accepted for
purchase.
** NO PRORATION **
If any series of Notes is accepted for purchase pursuant to the
Tender Offers, all validly tendered Notes of that series will be
accepted for purchase. No series of Notes will be subject to
proration pursuant to the Tender Offers.
** PURPOSE OF THE TENDER OFFERS **
The primary purpose of the Tender Offers is to actively manage
the Company's liabilities, including deleveraging and financing
cost reduction, by acquiring the maximum principal amount of Notes
not exceeding the Tender Offer Cap.
** PARTICIPATION IN THE OFFERS **
Holders must either validly tender their Notes or deliver a
properly completed and duly executed Notice of Guaranteed Delivery
and other required documents pursuant to the Guaranteed Delivery
Procedures, described in the Tender Offer Memorandum, at or prior
to the Expiration Deadline, and Holders who have delivered a Notice
of Guaranteed Delivery must tender their Notes at or prior to the
Guaranteed Delivery Date specified below, to be eligible to receive
the applicable Tender Consideration for such Notes. Notes validly
tendered may be withdrawn at or prior to the Withdrawal Date (as
specified below).
** INDICATIVE TIMETABLE OF THE TENDER OFFERS ** (all
times are New York City time)
Commencement Date: 16 April
2024
Withdrawal Date: 5:00 p.m.
on 23 April 2024
Expiration Deadline: 5:00
p.m. on 23 April 2024
Results announcement: as soon as reasonably practicable
following the Expiration Deadline; currently expected on
24 April 2024
Guaranteed Delivery Date: 5:00 p.m. on the second Business Day following
the Expiration Deadline; currently expected on 25 April 2024
Settlement Date: within three Business Days of the
Expiration Deadline; currently expected on or about 26 April 2024
Guaranteed Delivery Settlement Date: expected on the
Business Day after the Guaranteed Delivery Date, i.e. on
26 April 2024
** DEALER MANAGER **
BNP Paribas: dl.asia.syndicate@asia.bnpparibas.com;
liability.management@bnpparibas.com; +65 6210 3322; +44 20 7595
8668
** THE INFORMATION AND TENDER AGENT **
Morrow Sodali Limited: Email: pttgc@investor.morrowsodali.com;
Tender Offer Website:
https://projects.morrowsodali.com/pttgc; +852 2319 4130
(Hong Kong); +44 20 4513 6933
(London); +1 203 658 9457
(Stamford)
Questions and requests for assistance in connection with
tendering Notes and participating in the Tender Offers and the
submission of a tender instruction should be directed to the
Information and Tender Agent. Questions and requests for assistance
in connection with the Tender Offers should be directed to the
Dealer Manager.
** DISCLAIMER **
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR AN INVITATION
TO PARTICIPATE IN THE TENDER OFFERS.
THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE TENDER
OFFER MEMORANDUM.
NONE OF THE ISSUER, THE DEALER MANAGER OR THE INFORMATION AND
TENDER AGENT OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR
AFFILIATES HAS MADE OR WILL MAKE ANY ASSESSMENT OF THE MERITS AND
RISKS OF THE TENDER OFFERS OR OF THE IMPACT OF THE TENDER OFFERS ON
THE INTERESTS OF HOLDERS EITHER AS A CLASS OR INDIVIDUALS, AND NONE
OF THEM MAKES ANY RECOMMENDATION WHETHER HOLDERS SHOULD TENDER
NOTES PURSUANT TO THE TENDER OFFERS.
NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER MEMORANDUM IS AN
OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL NOTES IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO.
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SOURCE GC Treasury Center Company Limited