Tender offer results

Synthomer PLC

17 April 2024

 

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

SYNTHOMER PLC
ANNOUNCEMENT OF TENDER OFFER RESULTS

THIS ANNOUNCEMENT IS INTENDED FOR HOLDERS OF THE SENIOR NOTES DUE 2025 HELD IN THE REGULATION S GLOBAL NOTE BEARING ISIN NUMBER XS2194288390 (COMMON CODE: 219428839)

April 17, 2024 - Synthomer PLC (the "Company") announces today the results of its cash tender offer (the "Tender Offer") for its outstanding Senior Notes due 2025 held in the Regulation S global notes bearing ISIN number XS2194288390 (Common Code: 219428839) (the "Notes") issued by the Company from holders of the Notes (each holder, a "Noteholder" and together, the "Noteholders"), as further described in the tender offer memorandum dated April 9, 2024 (the "Tender Offer Memorandum").

The Tender Offer expired at 4:00 p.m., London time, on April 16, 2024 (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Company hereby announces that €412,403,000.00 in aggregate principal amount of the Notes were validly tendered and not withdrawn prior to the Expiration Deadline and €370,000,000.00 in aggregate principal amount of the Notes will be accepted for repurchase (the "Final Acceptance Amount") for an Aggregate Tender Consideration of €370,000,000.00 (excluding Accrued Interest), subject to the conditions set forth in the Tender Offer Memorandum, including the satisfaction of the Financing Condition. As the aggregate nominal amount of Notes validly tendered and not withdrawn prior to the Expiration Deadline is greater than the Maximum Acceptance Amount (as defined in the Tender Offer Memorandum), the Issuer intends to accept (i) all Notes validly tendered and not withdrawn pursuant to a Tender and Priority Acceptance Instruction, and (ii) an amount of Non-Priority Tendered Notes subject to a scaling factor of 82.8342% (subject to adjustments, as applicable), as further described on the Tender Offer Memorandum. Where Tender and Priority Acceptance Instructions have been submitted representing an aggregate principal amount of Notes greater than the aggregate principal amount of New Notes allocated to the relevant Noteholder in distribution of New Notes, any such excess amount has been treated as Non-Priority Tendered Notes. The Company reserves the right, in its sole discretion, to waive any and all Conditions.

Description of the Notes	Outstanding Principal Amount(1)	ISIN/ Common Code	Maturity Date	Coupon Rate	Minimum Denomination	Purchase Price per €1,000	Final Acceptance Amount	Aggregate Tender Consideration
Senior Notes due 2025	€520,000,000	XS2194288390/ 219428839	July 1, 2025	3⅞%	€100,000 and integral multiples of €1,000 thereafter	€1,000	€370,000,000	€370,000,000 (excluding Accrued Interest)

(1)   The Outstanding Principal Amount comprises the Notes, which were originally sold pursuant to Regulation S under the Securities Act (ISIN: XS2194288390; Common Code: 219428839), 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: XS2194288630; Common Code: 219428863) (the "Rule 144A Notes"), if any.  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.

Following the Tender Offer, €150,000,000.00 in aggregate principal amount of the Notes will remain outstanding.

Subject to the Financing Condition, the Tender Offer is expected to settle on April 19, 2024 (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 €350,000,000 in aggregate principal amount of Senior 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, together with cash on balance sheet, will be used to (i) to complete the Tender Offer or otherwise repurchase the Notes (the "Refinancing"), including the payment of accrued and unpaid interest and (ii) to pay the fees and expenses in connection with the New Issuance and the Refinancing.

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 an amount and on terms and conditions reasonably satisfactory to the Company. The Company priced the New Issuance on April 11, 2024 at an issue price of 100%. The New Notes will bear interest at 7.375%. There can be no assurance that the Company will be able to complete the New Issuance and satisfy the Financing Condition.

Citigroup Global Markets Limited, Goldman Sachs Bank Europe SE and HSBC Bank plc are acting as "Dealer Managers" for the Tender Offer. In connection with the Tender Offer, Citibank, N. A., London Branch 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 Synthomer plc 45 Pall Mall London SW1Y 5JG United Kingdom

Requests for information in relation to the Tender Offer should be directed to:

THE DEALER MANAGERS

Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom

Attn: Liability Management Group

Tel: [phone]

Email: [e-mail]

Goldman Sachs Bank Europe SE Marienturm Taunusanlage 9-10 60329 Frankfurt am Main Germany Attention: Liability Management Group Tel: [phone] Email: [e-mail] HSBC Bank plc 8 Canada Square London E14 5HQ Attention: Liability Management, DCM Tel: [phone] Email: [e-mail]

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 TENDER AGENT

Citibank, N. A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Attention: Agency & Trust: Exchange Team Tel: [phone] E-mail: [e-mail]

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 April 9, 2024.

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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