Information  X 
Enter a valid email address

Bracken Midco1 Plc (IRSH)

  Print      Mail a friend

Friday 14 September, 2018

Bracken Midco1 Plc

Tender Offer Announcement

RNS Number : 8021A
Bracken Midco1 Plc
14 September 2018
 

Bracken Midco1 plc offers to purchase any and all of its outstanding £220,000,000 10 ½% / 11 ¼% Senior PIK Toggle Notes due 2021

 

September 14, 2018 - Bracken Midco1 plc (the "Offeror") announced today, that it is offering to purchase for cash (the "Tender Offer") any and all of its outstanding £220,000,000 10 ½% / 11 ¼% Senior PIK Toggle Notes due 2021 (the "Notes") from holders of the Notes (the "Holders") on the terms set out below.  The Tender Offer will expire at 5:00 p.m., London time, on September 26, 2018, unless extended or earlier terminated by the Offeror (the "Expiration Deadline").

 

The Tender Offer is being made on the terms and subject to the conditions set out in the offer to purchase dated September 14, 2018 (the "Offer to Purchase") and is subject to the offer and distribution restrictions set out below. The Offeror reserves the right, in its sole discretion, to waive any and all conditions.

 

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Offer to Purchase.

 

The table below sets forth certain information relating to the Notes.

 

Description of the Notes                                                      £220,000,000 10 ½% / 11 ¼% Senior PIK Toggle Notes due 2021

 

Common code/ISIN for Regulation S Notes   151296858 / XS1512968584

 

Common code/ISIN for Rule 144A Notes                       151297137 / XS1512971372

Outstanding Principal Amount                                        £220,000,000

 

Purchase Price                                                                    £1.0465 per £1 in principal amount

 

 

Purpose and Background of the Tender Offer

 

On the terms and subject to the conditions contained in the Offer to Purchase, the Issuer invites the holders of the Notes (subject to the offer and distribution restrictions contained therein) to tender Notes for purchase by the Issuer for cash at the Purchase Price.  The Tender Offer is being made to provide an opportunity for holders of the Notes to have their Notes purchased by the Issuer and receive the Purchase Price earlier than if the holder waited for the Notes to be redeemed pursuant to the contemplated Notice of Redemption.

Details of the Tender Offer

 

The consummation of the Tender Offer is subject to satisfaction of certain conditions, including the Financing Condition and the General Conditions.  These conditions are described in more detail in the Offer to Purchase under "Conditions of the Tender Offer."  There can be no assurance that such conditions will be met or waived.

For Notes validly tendered and not validly withdrawn prior to the Expiration Deadline and accepted for purchase, the purchase price per £1 principal amount of the Notes will be £1.0465 (the "Purchase Price"). In addition, Holders whose Notes are purchased pursuant to the Tender Offer will also receive a cash payment representing the accrued and unpaid interest on their purchased Notes from the last applicable interest payment date for such Notes to, but excluding the Settlement Date (as defined below).

As soon as practicable on or after the Expiration Deadline, the Offeror will announce whether the Financing Condition and the General Conditions have been satisfied and the results of the Tender Offer. Upon the terms and subject to the conditions of the Tender Offer, the settlement of the Tender Offer will occur promptly after the Expiration Deadline (such settlement is expected to be on or about September 28, 2018) (the "Settlement Date"). All payments will be made on the Settlement Date, unless the Offeror extends or earlier terminates the Tender Offer or redeems the Notes under the mandatory redemption provisions of the related indenture.

 

Notes purchased by the Offeror pursuant to the Tender Offer will be cancelled and will not be re-issued or re-sold.

 

Additionally, any Notes that remain outstanding following the settlement of the Tender Offer will be redeemed by the Offeror on the redemption date, expected to be November 15, 2018, pursuant to the contemplated Notice of Redemption.

 

None of the Offeror, the Dealer Managers, the Tender Agent, the Trustee or any of their respective affiliates makes any recommendation, or has expressed an opinion, as to whether or not Holders should tender their Notes, or refrain from doing so, pursuant to the Tender Offer. Each Holder should make its own decision as to whether to tender its Notes and if so, the principal amount of the Notes to tender.

 

Any questions or requests for assistance or additional copies of the Offer to Purchase may be directed to the Tender Agent at the telephone number or the address listed below. Holders may also contact the Dealer Managers at their respective addresses or telephone numbers set forth below or such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

 

The Dealer Managers are: Credit Suisse Securities (Europe) Limited, One Cabot Square, Canary Wharf, London E14 4QJ, United Kingdom, Attention: Liability Management, Telephone: +44 207 883 8763, E-mail: [email protected]; and Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Attention: Liability Management Group, Telephone: +44 20 7986 8969, Email: [email protected] 

 

The Tender Agent is: Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk, London WC1H 8HA, Attention: Paul Kamminga, Telephone: +44 20 7704 0880, Email: [email protected],

Copies of the Offer to Purchase (including the related Notice of Guaranteed Delivery contained therein) are available at the following web address: https://portal.lucid-is.com 

Disclaimer

 

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This announcement does not describe all the material terms of the Tender Offer and no decision should be made by any Holder on the basis of this announcement.  The complete terms and conditions of the Tender Offer are described in the Offer to Purchase. This announcement must be read in conjunction with the Offer to Purchase.  The Offer to Purchase contains 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 contents of this announcement, or the Offer to Purchase, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax 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 must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.

This press release constitutes a public disclosure of inside information by Bracken Midco1 plc under Regulation (EU) 596/2014 (16 April 2014).



Offer and Distribution Restrictions

 

Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Tender 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 Offer to Purchase in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement or the Offer to Purchase come are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

Italy

None of the Tender Offer, this Offer to Purchase or any other documents or materials relating to the Tender Offer has been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.  Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Tender Offer through authorized 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. 16190 of October 29, 2007, 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 Tender Offer.

United Kingdom

None of the communication of this announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offer are 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.  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"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the Tender Offer may otherwise lawfully be communicated or be caused to be communicated.

France

The Tender Offer is not being made, directly or indirectly, to the public in France.  Neither this announcement, the Offer to Purchase nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer.  Neither this announcement nor the Offer to Purchase has been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.



Luxembourg

Under no circumstance shall the Tender Offer constitute an offer to buy or subscribe for securities in Luxembourg.  Neither this announcement nor the Offer to Purchase has been reviewed or approved by the Luxembourg Financial Sector Regulator (the Commission de Surveillance du Secteur Financier).

 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
ISESFESMLFASELU

a d v e r t i s e m e n t