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Geberit Intl. B.V. (IRSH)

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Thursday 08 November, 2018

Geberit Intl. B.V.

Results of Tender Offer

RNS Number : 7654G
Geberit International B.V.
08 November 2018
 

NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT")) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS TENDER OFFER MEMORANDUM. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

8 November 2018

 

GEBERIT INTERNATIONAL B.V.

(incorporated with limited liability in The Netherlands)

(the "Company")

 

announces the results of a tender offer on its outstanding €500,000,000 0.688 per cent. Guaranteed Notes due 30 March 2021 (ISIN: XS1117297942) (the "Notes")

This announcement must be read in conjunction with the tender offer memorandum dated 30 October 2018 (the "Tender Offer Memorandum") which has been prepared by the Company in relation to the Tender Offer. Capitalised terms used in this announcement and not otherwise defined herein shall have the meanings ascribed to them in the Tender Offer Memorandum.

On 30 October 2018, the Company announced the launch of a Tender Offer inviting the Qualifying Holders of the Notes to tender the Notes for purchase for cash by the Company, up to the Maximum Acceptance Amount and subject to the conditions set out in full in the Tender Offer Memorandum.

The Tender Offer expired at 4:00 p.m. (CET) on 7 November 2018.

Results of the Tender Offer

The Company is pleased to announce that it will accept €175,002,000 in aggregate principal amount of Notes validly tendered in the Tender Offer. The pricing and acceptance of the Tender Offer is as follows:

Final aggregate principal amount of Notes validly tendered

Final aggregate principal amount of Notes accepted for purchase

Tender Pro-Rating Factor

Tender Price

Accrued Interest (per €1,000 in principal amount of Notes accepted)

Aggregate principal amount of Notes outstanding after the Settlement Date

€208,362,000

€175,002,000

90.70 per cent.

102.070 per cent.

€4.32

€324,998,000







All Notes purchased by the Company will be cancelled and will not be reissued or resold. Any charges, costs and expenses charged by a Qualifying Holder's intermediary shall be borne by such Qualifying Holder. Notes which have not been successfully submitted and accepted for purchase pursuant to the Tender Offer will remain outstanding after the Settlement Date.

Settlement

Settlement of the Tender Offer and payment of the Tender Consideration in respect of the Notes accepted for purchase is expected to take place on 14 November 2018. All sales pursuant to the Tender Offer will settle through the normal procedures of Euroclear and Clearstream.

Contact Information

The Joint Dealer Managers of the Tender Offer are:

JOINT DEALER MANAGERS

ING Bank N.V.

Foppingadreef 7

1102 BD Amsterdam

The Netherlands

 

Telephone: +31 20 563 8017

Email: [email protected]

Attention: Liability Management Team

UBS Limited

5 Broadgate

London EC2M 2QS

United Kingdom

 

Telephone: +44 20 7568 2133

Email: [email protected]

Attention: Liability Management Group

The Tender and Information Agent for the Tender Offer is:

 

LUCID ISSUER SERVICES LIMITED

Tankerton Works

12 Argyle Walk

London WC1H SHA

United Kingdom

 

Tel: +44 (0)20 7704 0880

E-mail: [email protected]

Attention: David Shilson

 

Company contact:

 

GEBERIT INTERNATIONAL B.V.
Fultonbaan 15
Nieuwegein 3439 NE
The Netherlands

 

This announcement is released by Geberit International B.V. and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Tender Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Roland Iff, Head of Group Division Finance.

DISTRIBUTION RESTRICTIONS

The distribution of this announcement and/or 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 Company, the Joint Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes or an invitation to participate in the Tender Offer in any jurisdiction in which such offer, solicitation or invitation would be unlawful. Please also see the Tender Offer Memorandum for a fuller description of such restrictions.

 

DISCLAIMER

The offer period for the Tender Offer has now expired. Subject to applicable law, the Company or any of its affiliates may at any time following completion of the Tender Offer purchase remaining outstanding Notes by tender, in the open market, by private agreement or otherwise on such terms and at such prices as the Company, or if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favourable than those offered pursuant to the Tender Offer.

This announcement must be read in conjunction with the Tender Offer Memorandum. If any Noteholder is in any doubt as to the content of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

The Joint Dealer Managers do not take responsibility for the contents of this announcement. This announcement must be read in conjunction with the Tender Offer Memorandum. No invitation to tender any Notes is being made pursuant to this announcement. Any such invitation was only made in the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information.

 

A37579336

 

 

 

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.
 
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