NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW). PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE
REQUIRED BY THE OFFEROR, THE DEALER MANAGERS AND THE TENDER AND
INFORMATION AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY
SUCH RESTRICTIONS.
ISTANBUL, June 27,
2024 /PRNewswire/ -- Ülker Bisküvi Sanayi A.Ş. (the
"Offeror") has today launched an invitation to eligible
holders (subject to the offer and distribution restrictions
referred to below) of the outstanding notes detailed below (the
"Notes") to tender any and all such Notes for purchase by
the Offeror for cash (such invitation, the "Offer"). The
Offer is made on the terms and subject to the conditions set out in
the Tender Offer Memorandum dated 27 June
2024 (the "Tender Offer Memorandum") and the related
notice of guaranteed delivery.
Copies of the Tender Offer Memorandum are available from the
Tender and Information Agent as set out below. Capitalised terms
used in this announcement but not defined herein have the meanings
given to them in the Tender Offer Memorandum.
The Offer will expire at 5:00 p.m.
(New York City time) on
8 July 2024 (the "Expiration
Deadline") unless extended, re-opened, withdrawn or terminated
at the sole discretion of the Offeror.
Description of
Notes
|
CUSIP/ISIN
|
Aggregate Principal
Amount Outstanding[1]
|
Purchase
Price
|
Amount Subject to
the Offer
|
U.S.$650,000,000 6.950
per cent. Notes due 2025 (the "Notes")
|
(Reg S ISIN:
XS2241387500/144A ISIN: US903742AA22/144A CUSIP:
903742AA2)
|
U.S.$650,000,000[2]
|
U.S.$1,015
in U.S.$1,000 in
principal amount of Notes
|
Any and all
|
[1] As at 27 June
2024.
[2] Of the aggregate principal amount
outstanding, U.S.$50,069,000 in
principal amount of the Notes are currently held by the
Offeror.
Rationale for the Offer
The purpose of the Offer, in conjunction with the proposed
issuance of New Notes (as defined below), is to proactively manage
the Offeror's overall debt redemptions and to extend the debt
maturity profile of the Offeror (subject to satisfaction of the New
Issue Condition (as defined below)).
Purchase Price and Accrued Interest Payment
Subject to the Minimum Denomination in respect of the Notes, the
price payable per U.S.$1,000 in
principal amount of the Notes accepted for purchase will be
U.S.$1,015 (the "Purchase
Price"). In respect of any Notes accepted for purchase, the
Offeror will also pay an amount equal to any accrued and unpaid
interest on the relevant Notes from, and including, the interest
payment date for the Notes immediately preceding the Tender Offer
Settlement Date up to, but excluding, the Tender Offer Settlement
Date, which is expected to be no later than 10 July 2024. Accrued Interest will cease to
accrue on the Tender Offer Settlement Date, and (in the case of
Notes for which the guaranteed delivery procedures are used) no
additional accrued interest will be paid in respect of the period
from the Tender Offer Settlement Date to the Guaranteed Delivery
Settlement Date.
New Issue Condition
The Offeror is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offer. The acceptance for
purchase by the Offeror of Notes tendered pursuant to the Offer is
at the sole discretion of the Offeror and tenders may be rejected
by the Offeror for any reason. In addition, the Offeror announced
on 27 June 2024, its intention to issue new U.S.
dollar-denominated fixed rate notes, subject to market
conditions (the "New Notes"). The purchase of any Notes
by the Offeror pursuant to the Offer is subject to, without
limitation, to the successful completion (in the determination of
the Offeror) of the issue of the New Notes (the "New Issue
Condition") or the waiver of such New Issue Condition at the
sole discretion of the Offeror.
Priority in allocation of New Notes
The Offeror may give priority in connection with the allocation
of New Notes to those investors participating or indicating their
firm intention to participate in the Offer prior to such allocation
(which may be before the Expiration Deadline). However, no
assurances can be given that any Noteholder that tenders Notes will
be given an allocation of New Notes at the levels it may subscribe
for, or at all. In order to be considered for such priority,
Noteholders who wish to tender their Notes and subscribe for the
New Notes should (i) confirm their holdings in the Notes to a
Dealer Manager and (ii) either indicate their intention to tender
their Notes or provide confirmation of their submission of a Tender
Instruction prior to the pricing of the New Notes. All allocations
of the New Notes, while being considered by the Offeror as set out
above, will be made in accordance with customary new issue
allocation processes and procedures. Participation in the Offer is
not an application for the purchase of the New Notes. In order to
apply for the purchase of the New Notes, such Noteholder must make
a separate application to a Dealer Manager, in its capacity as one
of the joint bookrunners of the New Offering (the "Joint
Bookrunners") or one of the other Joint Bookrunners, for the
purchase the New Notes. The ability to purchase New Notes is
subject to all applicable securities laws and regulations in force
in any relevant jurisdiction and the selling restrictions set out
in the Offering Circular (as defined below) relating to the New
Notes. Please refer to the "Terms and Conditions of the Offer –
Priority in allocation of New Notes" section of the Tender
Offer Memorandum.
The New Notes are expected to price and be allocated prior to
the Expiration Deadline and as such, investors should contact
either the Offeror or any of the Dealer Managers to provide firm
indications that they intend to tender Notes pursuant to the Offer
as soon as possible, using the contact details on the last page of
this Tender Offer Memorandum.
Indicative Timetable for the Offer
Date
|
Action
|
27 June 2024
|
Commencement of
the Offer
Offer announced. Tender
Offer Memorandum available from the Tender and Information
Agent.
|
|
|
8 July 2024
5:00 p.m.
(New York City
time)
|
Expiration
Deadline/Withdrawal Deadline
Deadline for receipt by
the Tender and Information Agent of all Tender Instructions in
order for Noteholders to be able to participate in the Offer and to
be eligible to receive the Purchase Price and Accrued Interest
Payment on the Tender Offer Settlement Date (or the Guaranteed
Delivery Settlement Date, in the case of Notes tendered by
guaranteed delivery procedures). Tender Instructions may not be
revoked after the Expiration Deadline.
|
|
|
As soon as reasonably
practicable after the Expiration Deadline
|
Announcement of
Result of Offer
The Offeror will
announce (i) whether the New Issue Condition has been, or is
expected to be, satisfied, (ii) its decision whether to accept
valid tenders of Notes for purchase pursuant to the Offer (subject
to the satisfaction or waiver (at the sole discretion of the
Offeror) of the New Issue Condition if not already satisfied) and,
if so, the aggregate principal amount of the Notes accepted by the
Offeror for purchase pursuant to the Offer (subject to the
satisfaction or waiver (at the sole discretion of the Offeror) of
the New Issue Condition if not already satisfied) and the aggregate
principal amount of the Notes that will remain outstanding
following settlement of the Offer in accordance with the methods
set out in "Terms and Conditions of the Offer –
Announcements" below.
|
|
|
10 July 2024
5:00 p.m. (New York
City time)
|
Deadline for
Delivery of Notes Tendered by Guaranteed Delivery procedures
If any Noteholder
desires to tender their Notes and (i) such Note certificates are
not immediately available or cannot be delivered to the Tender and
Information Agent, (ii) such Noteholder cannot comply with the
procedure for book-entry transfer, or (iii) such Noteholder cannot
deliver the other required documents to the Tender and Information
Agent by the Expiration Deadline, such Noteholder must tender their
Notes according to the guaranteed delivery procedure described
under "Procedures for Participating in the Offer" below and
deliver their Notes by 5:00 p.m. (New York City time) on 10 July
2024.
|
|
|
On or about 10 July
2024
|
Tender Offer
Settlement Date
Subject to the
satisfaction or waiver (at the sole discretion of the Offeror) of
the New Issue Condition, the expected settlement of the Offer for
Notes tendered pursuant to the Offer, except those tendered by
guaranteed delivery procedures. Payment of the Purchase Price and
Accrued Interest Payment in respect of all such Note.
|
|
|
On or about 11 July
2024
|
Guaranteed
Delivery Settlement Date
Subject to the
satisfaction or waiver (at the
sole discretion of the Offeror) of the New Issue Condition, the
expected settlement of the Offer for Notes tendered through the
guaranteed delivery procedure described under "Procedures for Participating in
the Offer" below. Payment of
Purchase Price and the Accrued Interest Payment in respect of all
such Notes. Accrued Interest will cease to accrue on the Tender
Offer Settlement Date, and (in the case of Notes for which the
guaranteed delivery procedures are used) no additional accrued
interest will be paid in respect of the period from the Tender
Offer Settlement Date to the Guaranteed Delivery Settlement
Date.
|
Noteholders are advised to check with any bank, securities
broker or other Intermediary through which they hold Notes when
such Intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or revoke their instruction to participate in, the Offer before
the deadlines specified above. The deadlines set by any such
Intermediary and each Clearing System for the submission and
withdrawal of Tender Instructions will be earlier than the relevant
deadlines specified above.
The Offeror reserves the right, in its sole and absolute
discretion, to extend, re-open, withdraw or terminate the Offer and
to amend or waive any of the terms and conditions of the Offer at
any time following the announcement of the Offer. Details of any
such extension, re-opening, withdrawal, termination, amendment or
waiver will be notified to the Noteholders as soon as possible
after such decision.
Tender Instructions
The Offer of Notes for repurchase by the Offeror pursuant to the
Offer may only be made by the submission of a valid Tender
Instruction. The acceptance for purchase by the Offeror of Notes
tendered pursuant to the Offer is at the sole and absolute
discretion of the Offeror and tenders may be rejected by the
Offeror for any reason.
To tender Notes for purchase pursuant to the Offer, a holder of
Notes should deliver, or arrange to have delivered on its behalf,
via the relevant Clearing System and in accordance with the
requirements of such Clearing System, a valid Tender Instruction
that is received in each case by the Tender and Information Agent
by the Expiration Deadline.
Tender Instructions must be submitted in respect of a principal
amount of Notes of no less than the Minimum Denomination, being
U.S.$200,000 and may be submitted in
integral multiples of U.S.$1,000
thereafter.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
A copy of the Tender Offer Memorandum and the notice of
guaranteed delivery is available to eligible persons upon request
from the Tender and Information Agent
J.P. Morgan Securities plc and Merrill Lynch International are
acting as Dealer Managers for the Offer and Kroll Issuer Services
Limited is acting as Tender and Information Agent.
This announcement is made by Fulya Banu Sürücü, CFO, on
behalf of Ülker Bisküvi Sanayi A.Ş. and constitutes a public
disclosure of inside information under Regulation (EU)
596/2014.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers.
THE DEALER MANAGERS
J.P. Morgan
Securities plc
25 Bank
Street
Canary Wharf
London E14
5JP
United Kingdom
Telephone: +44 207 134
2468
Attention: Liability
Management
Email:
em_europe_lm@jpmorgan.com
|
Merrill Lynch
International
2 King Edward
Street
London EC1A
1HQ
United Kingdom
Telephone: +44 207 996
5420
Attention: Liability
Management Group
Email:
DG.LM-EMEA@bofa.com
|
Questions and requests for assistance in
connection with the delivery of Tender Instructions may be directed
to the Tender and Information Agent.
THE TENDER AND
INFORMATION AGENT
|
Kroll Issuer Services Limited
The Shard
32 London Bridge
Street
London SE1
9SG
United Kingdom
Telephone: +44 20 7704
0880
Attention: Owen
Morris
Email:
ulker@is.kroll.com
Website:
https://deals.is.kroll.com/ulker
|
DISCLAIMER 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 Offer. If you are in any doubt as to the contents of this
announcement, the Offer, the Tender Offer Memorandum or the action
you should take, you are recommended to seek your own financial and
legal advice, including tax advice relating to the tax
consequences, immediately from your broker, bank manager,
solicitor, accountant or other independent financial or legal
advisor. 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
participate in the Offer.
None of the Dealer Managers, the Tender and Information Agent,
the Offeror or any of their respective directors, officers,
employees or affiliates makes any representation or recommendation
whatsoever regarding this announcement, the Tender Offer
Memorandum, the Offer or any recommendation as to whether
Noteholders should tender Notes in the Offer or otherwise
participate in the Offer or subscribe for New Notes.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in the 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 Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Tender Offer Memorandum comes
are required by each of the Offeror, the Dealer Managers and the
Tender and Information Agent to inform themselves about and to
observe any such restrictions.
United
Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer 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, as
amended. 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 as a financial
promotion is only being made to those 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, as amended (the "Financial Promotion Order")) or
persons who are within Article 43(2) of the Financial Promotion
Order or any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order (such persons together
being the "Relevant Persons"). The Offer is only available
to Relevant Persons and the transactions contemplated in this
announcement, the Tender Offer Memorandum will be available only
to, or engaged in only with, Relevant Persons, and this
announcement, the Tender Offer Memorandum and any other documents
and/or materials produced in connection with the Offer must not be
relied or acted upon by persons other than Relevant Persons.
Türkiye
The Offer is not being made, directly or indirectly, in the
Republic of Türkiye. The offering of the Notes on their original
issue date was authorised by the CMB only for the purpose of the
issuance and sale of the Notes outside Türkiye in accordance with
Article 15(b) of Decree 32 on the Protection of the Value of the
Turkish Currency (as amended from time to time) ("Decree
32") and the Communiqué No. VII-128.8 on the Debt Instruments.
The CMB authorised the original offering of the Notes on the basis
that no transaction that may be deemed as a sale of the Notes (or
any beneficial interests therein) in Türkiye may be engaged in.
Pursuant to Article 15(d)(ii) of Decree 32, there is no restriction
on the purchase or sale of the Notes (or beneficial interests
therein) in the financial markets outside Türkiye by existing
Noteholders resident in the Republic of Türkiye, provided that such
sale or purchase is made through licensed banks authorised by the
BRSA and/or licensed brokerage institutions authorised pursuant to
CMB regulations and the Purchase Price is transferred through such
licensed banks.
Accordingly, existing Noteholders resident in the Republic of
Türkiye may participate in the Offer provided that the sale of the
Notes is made through licensed banks authorised by the BRSA and/or
licensed brokerage institutions authorised pursuant to CMB
regulations and the Purchase Price is transferred through such
licensed banks. Neither this announcement nor the Tender Offer
Memorandum is an advertisement and neither this announcement nor
the Tender Offer Memorandum constitute or form part of and should
not be construed as, an offer to sell or the solicitation of an
offer to buy the Notes in the Offer within the Republic of Türkiye.
Neither this announcement, the Tender Offer Memorandum nor any
other such offering material has been or will be submitted for
clearance or approval to the Borsa Istanbul A.Ş. or the CMB or any
other regulatory authority in the Republic of Türkiye.
France
The Offer is not being made, directly or indirectly, in the
Republic of France other than to
qualified investors (investisseurs qualifiés) as referred to
in Article L.411-2 of the French Code monétaire et financier
and defined in Article 2(e) of the Prospectus Regulation. Neither
this announcement, the Tender Offer Memorandum nor any other
documents or materials relating to the Offer have been or shall be
distributed in the Republic of France other than to qualified investors
(investisseurs qualifiés) and only qualified investors
(investisseurs qualifiés) are eligible to participate in the
Offer. Neither this announcement, the Tender Offer
Memorandum nor any other document or material relating to the
Offer has been, or will be, approved, filed or reviewed by the
Autorité des marches financiers.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer have been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations.
The Offer is being carried out in the Republic of 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
4 of CONSOB Regulation No. 11971 of 14
May 1999, as amended.
Noteholders, or beneficial owners of the Notes, can tender some
or all of their Notes pursuant to the Offer 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. 20307 of 15 February 2018, 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 Notes or the Offer.
General
Neither this announcement, the Tender Offer Memorandum nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase by the Offeror pursuant to the Offer will not be accepted
from Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and either Dealer Manager or any of
their respective affiliates is such a licensed broker or dealer in
any such jurisdiction, the Offer shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of
the Offeror in such jurisdiction.
Each Noteholder participating in the Offer will be deemed to
give certain representations in respect of the jurisdictions
referred to above and generally as set out in the Tender Offer
Memorandum under the heading "Procedures for Participating in
the Offer". Any tender of Notes for purchase by the Offeror
pursuant to the Offer from a Noteholder that is unable to make
these representations will not be accepted.
Each of the Offeror, the Dealer Managers and the Tender and
Information Agent reserves the right, in its sole and absolute
discretion, to investigate, in relation to any tender of Notes for
purchase by the Offeror pursuant to the Offer, whether any such
representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Offeror determines
(for any reason) that such representation is not correct, such
tender or submission of Notes may be rejected.
Nothing in this announcement or the Tender Offer Memorandum or
the electronic transmission thereof constitutes an offer to sell or
the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.
The New Notes have not been, and will not be, registered under the
Securities Act. No action has been or will be taken in any
jurisdiction in relation to the New Notes to permit a public
offering of securities. The New Notes are being offered only (i) in
the United States to investors who
are QIBs that are also QPs or (2) outside the United States to non-U.S. persons in
compliance with Regulation S.
View original
content:https://www.prnewswire.com/news-releases/ulker-biskuvi-sanayi-a-launches-any-and-all-cash-offer-for-2025-notes-302184358.html
SOURCE Ülker Bisküvi Sanayi A.Ş.