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Premier Foods Fin (IRSH)

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Tuesday 15 May, 2018

Premier Foods Fin

Tender Offer

RNS Number : 0806O
Premier Foods Finance PLC
15 May 2018
 

NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL
ANY NOTES

 

 

Premier Foods Finance plc Announces Tender Offer for its
£325,000,000 61/2% Senior Secured Notes due 2021 held pursuant to Regulation S

 

May 15, 2018 - Premier Foods Finance plc (the "Issuer") announces today that it is offering to purchase for cash (the "Tender Offer") any and all of its outstanding £325,000,000 61/2% Senior Secured Notes due 2021 (the "Notes") held pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act") from holders of such Notes ("Noteholders"), as further described in the tender offer memorandum dated as of May 15, 2018 (the "Tender Offer Memorandum").

The Tender Offer begins on May 15, 2018 and will expire at 4:00 p.m., London time, on May 29, 2018, unless extended or earlier terminated by the Issuer (such time and date, as the same may be extended, the "Expiration Date").  Noteholders must validly tender their Notes, and not validly withdraw their Notes, at or prior to the Expiration Date in order to receive the Purchase Price (as set forth below) on the Payment Date (as defined below).

Subject to a tender of the Notes in a minimum principal amount of £100,000 and multiples of £1,000 thereafter, the amount in cash to be paid to each Noteholder for the Notes accepted for purchase will be an amount (rounded to the nearest £0.01 with £0.005 rounded upwards) equal to the sum of: (i) the aggregate amount of the Notes of such Noteholder accepted for purchase pursuant to the Tender Offer at the purchase price of £1,017.42 per £1,000 aggregate principal amount of Notes accepted (the "Purchase Price"), and (ii) applicable amounts for accrued and unpaid interest up to but not including the Payment Date (as defined below) on the Notes which are accepted for purchase in the Tender Offer.

 

The "Payment Date" will occur, subject to satisfaction or waiver of certain conditions, after the Expiration Date in respect of any Notes that are (i) validly tendered (and not validly withdrawn) at or prior to the Expiration Date and (ii) accepted for purchase in accordance with the terms of the Tender Offer. The Payment Date is expected to be June 1, 2018 or as soon as practicable thereafter, unless otherwise extended, amended or terminated. The Issuer reserves the right, in its sole and absolute discretion (i) not to accept any tenders of the Notes, (ii) not to purchase any Notes or (iii) to modify in any manner any of the terms and conditions of the Tender Offer (including, but not limited to, modifying the Purchase Price).

The Tender Offer is subject to the terms and conditions set forth in the Tender Offer Memorandum, including a financing condition and certain other customary conditions. The Issuer 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

Purchase Price per £1,000

Acceptance Amount

61/2% Senior Secured Notes due 2021

£325,000,000

XS1043621090/104362109

March 15, 2021

£1,017.42

Any and all

___________

(1)   The Outstanding Principal Amount comprises notes which were originally sold pursuant to Regulation S under the Securities Act (ISIN XS1043621090) as well as notes originally sold pursuant to Rule 144A under the Securities Act (ISIN XS1043625836). For the avoidance of doubt, the Tender Offer being made pursuant to the Tender Offer Memorandum is only in respect of those notes held pursuant to Regulation S under the Securities Act (ISIN XS1043621090).

Below is an indicative timetable providing information with respect to the expected dates and times for the Tender Offer. The timetable is subject to change, and dates and times may be extended, amended or terminated by the Issuer as described in the Tender Offer Memorandum.

Date

Calendar Date and Time

Commencement Date

May 15, 2018

Expiration Date

4:00 p.m., London time, on May 29, 2018

Announcement of Final Results

As soon as practicable on or after the Expiration Date

Payment Date

Expected to be June 1, 2018 or as soon as practicable thereafter; provided that the Conditions have either been satisfied or, where applicable, waived

 

The Issuer is commencing the Tender Offer as part of a refinancing transaction (the "Refinancing") pursuant to which the Issuer expects to issue (the "New Notes Issuance"), on or prior to the Payment Date, new Senior Secured Notes due 2023 (the "New Notes") in an aggregate principal amount of £300,000,000 of New Notes, on terms and conditions reasonably satisfactory to the Issuer. The proceeds of the New Notes, together with cash on hand and drawings under a revolving credit facility, will be used, among other things, to complete the Refinancing, including the purchase of Notes pursuant to the Tender Offer and the redemption of any Notes not tendered in the Tender Offer pursuant to the Post-Closing Redemption (as defined below).

The Tender Offer is conditioned, among other conditions, on the Financing Condition. The Financing Condition is the issuance by the Issuer of the New Notes, on or prior to the Payment Date, on terms and conditions reasonably satisfactory to the Issuer. There can be no assurance that the Issuer will be able to complete the New Notes Issuance and satisfy the Financing Condition.

To the extent the Financing Condition is satisfied, the Issuer intends to redeem any Notes that are not validly tendered and accepted for payment in the Tender Offer in accordance with the terms of the "optional redemption" provisions in the indenture governing the Notes dated as of March 17, 2014 (the "Indenture"), by and among the Issuer, HSBC Corporate Trustee Company (UK) Limited as trustee (the "Trustee") and security agent and HSBC Bank plc as paying agent, registrar, authenticating agent and transfer agent, pursuant to a redemption notice to be issued on or about the date hereof (the "Post-Closing Redemption"). The Post-Closing Redemption is expected to take place on or about June 14, 2018 at the redemption price set out in the Indenture with respect to the period commencing March 15, 2018, being 101.625% of the principal amount of the Notes, plus accrued and unpaid interest. The Issuer intends to deposit into an account designated by the Trustee amounts required to fund the Post-Closing Redemption, in accordance with the satisfaction and discharge provisions of the Indenture, on the Payment Date. The Redemption is conditional upon the completion of one or more financing transactions by the Issuer or by Premier Foods plc or its subsidiaries, which may be waived in their sole discretion.

The Issuer will only accept tenders with respect to the Notes held in the Regulation S global notes bearing ISIN XS1043621090 (the "Regulation S Notes"). The Issuer will not accept tenders with respect to the Notes held in the Rule 144A global note bearing ISIN XS1043625836 (the "Rule 144A Notes"). In order to participate in the Tender Offer, eligible Noteholders of Rule 144A Notes who are not U.S. persons (as defined under the Securities Act) and are outside the United States and otherwise comply with the offer and distribution restrictions set forth in the Tender Offer Memorandum, must, prior to the Expiration Date, exchange such Rule 144A Notes for Regulation S Notes in accordance with the procedures prescribed in the Indenture and tender the Regulation S Notes in the Tender Offer. Each Noteholder participating in the Tender Offer will represent that neither it nor any beneficial owner of the Notes or any person on whose behalf such person is acting is a U.S. person, or a resident or located in the United States, or will be resident or located in the United States at the time of the submission of its Tender(s) pursuant to the Tender Offer. For the purposes hereof, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Barclays Bank PLC, BNP Paribas, HSBC Bank plc and Lloyds Bank plc are acting as "Dealer Managers" for the Tender Offer. In connection with the Tender Offer, Lucid Issuer Services Limited has been appointed as tender agent and as information agent (in such capacities, the "Tender Agent"). Holders with questions about the Tender Offer should contact the Dealer Managers or the Tender Agent. Any extension, amendment or termination of the Tender Offer shall be published by the Issuer by press release or notice to the Tender Agent.

None of the Issuer, the Trustee, the Dealer Managers, the Tender Agent or any of their affiliates are making any recommendations to the Noteholders as to whether to tender or refrain from tendering their Notes in the Tender Offer. Noteholders must decide how many Notes they will tender, if any.

Noteholders who have Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact, and issue appropriate instructions to, such broker, dealer, commercial bank, trust company or other nominee if such Noteholder desires to tender those Notes.  The deadlines set by the clearing systems for submission of tender instructions may be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum can be obtained by eligible Noteholders from the Tender Agent at the telephone number below.

 


THE ISSUER
Premier Foods Finance plc
Premier House, Centrium Business Park

Griffiths Way

St Albans AL1 2RE

United Kingdom

 

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

THE DEALER MANAGERS

Barclays Bank PLC

5 The North Colonnade

London E 14 4BB

United Kingdom

Email: [email protected]

Attention:  Liability Management Group

Tel: +44 20 3134 8515

 

BNP Paribas

10 Harewood Avenue

London NW1 6AA

United Kingdom

Email: [email protected]

Tel:  +44 20 7595 8668

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

Email: [email protected]

Attention: Liability Management Group

Tel: +44 20 7992 6237

Lloyds Bank plc

10 Gresham Street

London EC2V 7AE

United Kingdom

Email: [email protected]

Attention:  Liability Management Team, Commercial Banking

Tel: +44 20 7158 1726

 

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
Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Attention: Thomas Choquet

Tel: +44 20 7704 0880
Email: [email protected]

 

None of the Issuer, the Trustee, the Dealer Managers or the Tender Agent makes any recommendation as to whether you should tender any or all of your Notes. 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 Issuer, 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 May 15, 2018.

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 seek 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 Issuer, the Dealer Managers or the Tender Agent makes any recommendation as to whether Holders 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 communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorized 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 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.

Neither this announcement nor the Tender Offer Memorandum constitutes an offering prospectus pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus pursuant to articles 27 ET SEQ of the Listing Rules of SIX Swiss Exchange and may not comply with the information standards thereunder.

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 Issuer assumes no obligation to update or correct the information contained in this announcement.

 

 

 

 

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

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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