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Puma International Financing S.A. Announces Offer to Purchase for Cash Up to the Maximum Tender Amount (As Defined Below) in Aggregate Principal Amount of the Outstanding 5.000% Senior Notes Due 2026
Puma International Financing S.A. (the “Issuer”) hereby announces that it has commenced a cash tender offer (the “Tender Offer”) for up to an aggregate principal amount of its 5.000% Senior Notes due 2026 (“Existing Notes”) that can be accepted for purchase from holders, which is expected to be equal to the aggregate principal amount of New Notes (as defined below) priced pursuant to the Proposed New Notes Offering (as defined below) (which amount, subject to applicable law, may be increased or decreased in the sole discretion of the Issuer (such amount, as the same may be increased or decreased, the “Maximum Tender Amount”)) upon the terms and subject to the conditions set forth in a separately published offer to purchase (the “Offer to Purchase”) dated as of the date hereof (the “Tender Offer”), which is available, subject to registration and eligibility confirmation, on the tender offer website https://projects.morrowsodali.com/pumaenergy. The Existing Notes are issued by the Issuer and guaranteed by Puma Energy Holdings Pte. Ltd. (the “Company”). Capitalized terms used herein but not otherwise defined are as set forth in the Offer to Purchase.
The following table sets forth certain information relating to pricing for the Tender Offer.
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1. Priority Allocation (as defined below) is subject to, among other things, the issue of the New Notes. Please see page 15 of the Offer to Purchase for the procedures to request for a Priority Allocation.
2. The Total Early Tender Offer Consideration consists of the Tender Offer Consideration and the Early Tender Payment and excludes Accrued Interest (as defined in the Offer to Purchase) which will also be payable in respect of all Existing Notes accepted for Purchase.
3. The Issuer expects to announce the Maximum Tender Amount on or prior to the Early Tender Deadline. The Issuer reserves the right, but is under no obligation, to increase or decrease the Maximum Tender Amount at any time, subject to compliance with applicable law.
If at the Early Tender Deadline, the aggregate principal amount of Existing Notes validly tendered by Holders exceeds the Maximum Tender Amount, the Issuer will not accept any Existing Notes validly tendered by Holders after the Early Tender Deadline. Acceptance of Existing Notes tendered pursuant to the Tender Offer may be subject to proration, as described herein.
The Tender Offer
The Tender Offer will expire at 10:00 a.m., Central European Summer Time (“CEST”), on May 10, 2024, unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Deadline”). Holders of the Existing Notes (“Holders”) who tender their Existing Notes may not withdraw such Existing Notes prior to the Expiration Deadline. To receive the Total Early Tender Offer Consideration (as defined in the Offer to Purchase), which includes an early tender payment of $50 per $1,000 principal amount of the Existing Notes accepted for purchase pursuant to the Tender Offer (the “Early Tender Payment”), Holders must validly tender their Existing Notes prior to 5:00 p.m., CEST, on April 24, 2024, unless extended (such time, as the same may be extended, the “Early Tender Deadline”). Holders who validly tender their Existing Notes after the Early Tender Deadline but at or prior to the Expiration Deadline will be eligible to receive only the Tender Offer Consideration (as defined below). The Total Early Tender Offer Consideration and the Tender Offer Consideration does not include Accrued Interest (as defined below) and any Additional Amounts (as defined in the indenture governing the Existing Notes).
Holders of Existing Notes that are validly tendered at or prior to Early Tender Deadline and accepted for purchase will receive an aggregate consideration of $990 per $1,000 principal amount of Existing Notes (the “Total Early Tender Offer Consideration”), which comprises consideration of $940 per $1,000 principal amount of Existing Notes (“Tender Offer Consideration”) plus the Early Tender Payment. Holders of Existing Notes that are validly tendered after the Early Tender Deadline but at or prior to the Expiration Deadline and accepted for purchase will receive only the Tender Offer Consideration, which does not include the Early Tender Payment.
In addition to the Tender Offer Consideration or the Total Early Tender Offer Consideration, as applicable, all Holders of Existing Notes accepted for purchase will also receive accrued and unpaid interest in cash, rounded to the nearest cent with half a cent rounded upwards, on such $1,000 principal amount of their Existing Notes accepted for purchase, from the last interest payment date up to, but not including, the relevant Settlement Date (“Accrued Interest”).
The Issuer may, in its sole discretion, elect to pay the Total Early Tender Offer Consideration after the Early Tender Deadline but before the Expiration Deadline (the date of such payment, the “Early Settlement Date”). In such event, the Issuer will only purchase, on the Early Settlement Date, such Existing Notes validly tendered at or prior to the Early Tender Deadline, subject to proration (if any), as described herein. The applicable Total Early Tender Offer Consideration will include the applicable Early Tender Payment set forth in the table on the cover page of the Offer to Purchase and will be payable on the Early Settlement Date (if any) or the final settlement date (if the Issuer elects not to have an Early Settlement Date) (the “Final Settlement Date”, and with the Early Settlement Date, each a “Settlement Date”). Existing Notes accepted for purchase pursuant to the Tender Offer will be paid through the Clearing Systems, assuming that the Tender Offer is not extended or earlier terminated, on the Early Settlement Date (which is currently expected to be the third Business Day after the Early Tender Deadline) or on the Final Settlement Date (which is currently expected to be the third Business Day after the Expiration Deadline), as applicable.
Assuming that the Tender Offer is not extended or earlier terminated, it is expected that April 29, 2024 will be the Early Settlement Date and that May 15, 2024, the third business day after the Expiration Time, will be the Final Settlement Date. No tenders submitted after the Expiration Time will be valid.
Existing Notes may be subject to proration if the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeds the Maximum Tender Amount. In the event any tendered Existing Notes are not accepted for purchase due to proration, they will be returned or credited to the Holder’s account on the relevant Settlement Date. Notes purchased pursuant to the Tender Offer will be cancelled.
A separate Tender Instruction (as defined in the Offer to Purchase) must be completed on behalf of each beneficial owner due to proration.
If the purchase of all Existing Notes that are validly tendered at or prior to the Early Tender Deadline would cause the Issuer to purchase an aggregate principal amount of Existing Notes in excess of the Maximum Tender Amount, then the Tender Offer will be oversubscribed at the Early Tender Deadline, and, subject to the Issuer’s rights to amend the terms of the Tender Offer, including the right to increase the Maximum Tender Amount, the Issuer will not accept for purchase any Existing Notes tendered after the Early Tender Deadline. In such case, the Issuer will accept for purchase (assuming satisfaction or waiver of the conditions relating to the Tender Offer) Existing Notes tendered by Holders at or prior to the Early Tender Deadline on a prorated basis using a single proration factor such that the Issuer will not accept for purchase an aggregate principal amount of Existing Notes in excess of the Maximum Tender Amount. If the Tender Offer is oversubscribed at the Early Tender Deadline, then the Issuer will issue an announcement promptly after the Early Tender Deadline stating that Existing Notes tendered after the Early Tender Deadline will not be purchased pursuant to the Tender Offer.
In each case, acceptance of Existing Notes is subject to the terms and conditions set forth in the Offer to Purchase, including limitations on the amount of Existing Notes subject to purchase and proration.
The Tender Offer is subject to the satisfaction or waiver of certain conditions, including, without limitation, the pricing of the Proposed New Notes Offering (as defined herein) and the conditions set out in the Offer to Purchase. If any of the conditions are not satisfied, the Issuer will not be obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes and may terminate the Tender Offer, in each event subject to applicable laws. The Tender Offer is not conditioned on the tender of a minimum principal amount of Notes.
General
The Tender Offer is being made by the Issuer in connection with a proposed concurrent offering (the “Proposed New Notes Offering”) by the Issuer of U.S. dollar denominated senior notes (the “New Notes”), which will be guaranteed by the Company. The Tender Offer is conditioned upon, among other things, the pricing of the Proposed New Notes Offering, the signing by the Issuer, the Company and the initial purchasers in the Proposed New Notes Offering of a purchase agreement in relation to the purchase of the New Notes, the Proposed New Notes Offering being likely to price prior to the Early Tender Deadline and the Issuer (in its sole discretion) being satisfied that it has received, or will receive, by the relevant Settlement Date, an amount of New Notes Proceeds which would be sufficient to finance the payment by the Issuer of the Total Early Tender Offer Consideration or Tender Offer Consideration, as applicable, with respect to all Existing Notes validly tendered and accepted for purchase pursuant to the Offer to Purchase (the “New Financing Condition”). No assurances can be given that the Proposed New Notes Offering will be completed nor that the Proposed New Notes Offering will be consummated on the terms stated herein or in the offering memorandum related thereto or consummated at any minimum offering size or coupon. Additional conditions to the Tender Offer are described in the Offer to Purchase under “Conditions of the Tender Offer”.
New Notes Priority Allocation
A Holder that wishes to subscribe for New Notes, in addition to validly tendering for purchase Existing Notes pursuant to the Tender Offer, may receive priority in the allocation of the New Notes as more fully described in the section titled “Priority Allocation in Proposed New Notes Offering” of the Offer to Purchase. When considering allocation of the New Notes, the Issuer, among other factors intends to look favorably upon those Holders who have, prior to the allocation of the New Notes, validly tendered or indicated their firm intention to the Issuer or the Dealer Managers to tender Existing Notes. Accordingly, if such a Holder submits a bid for New Notes to one of the Dealer Managers (in their capacity as an initial purchaser under the Proposed New Notes Offering) in accordance with the standard new issue procedures of such Dealer Manager (in its capacity as an initial purchaser under the Proposed New Notes Offering), the Issuer may, in its sole and absolute discretion, accord such Holder’s bid priority in the allocation of the New Notes (“Priority Allocation”). However, neither the Issuer nor the Dealer Managers are obligated to allocate any particular quantity of New Notes to a Holder that has validly tendered or indicated its firm intention to tender Existing Notes in the Tender Offer. In order for Holders to be considered for Priority Allocation, eligible Holders must contact any of the Dealer Managers using the contact details as set out on the back cover of the Offer to Purchase.
As the New Notes are expected to price before the Early Tender Deadline, Holders who wish to obtain Priority Allocation should indicate their firm intention to tender Existing Notes to the Issuer or the Dealer Managers as soon as possible. Any application to purchase New Notes should be in the form of a separate application to Dealer Managers (in their capacity as initial purchasers under the Proposed New Notes Offering) in accordance with the standard new issue procedures of such Dealer Manager (in its capacity as an initial purchaser under the Proposed New Notes Offering). To be eligible to receive a Priority Allocation, a Holder will need to follow the procedure set out in the Offer to Purchase.
The aggregate principal amount of New Notes allocated to any Holder who has requested Priority Allocation may be less than, more than, or equal to the aggregate principal amount of Existing Notes validly tendered by such Holder in the Tender Offer and accepted for purchase by the Issuer, and may also be less than, more than, or equal to the amount of New Notes allocated to other investors in the New Notes who did not request such Priority Allocation. However, Holders will not be entitled to revoke their Tender Instruction as a result of either scenario.
Indicative Timetable for the Tender Offer
| Date | Calendar Date | Event |
| Launch Date | April 11, 2024 | Commencement of the Tender Offer. |
| Announcement of the Maximum Tender Amount | On or prior to the Early Tender Deadline | The Issuer expects to announce the Maximum Tender Amount on or prior to the Early Tender Deadline, provided that the Issuer reserves the right, in its sole discretion, to accept an aggregate principal amount of Existing Notes validly tendered that is significantly more or significantly less than the New Notes Proceeds. The Issuer reserves the right, but is under no obligation to increase or decrease the Maximum Tender Amount. |
| Early Tender Deadline | 5:00 p.m. CEST, on April 24, 2024, unless extended. | The deadline for Holders to tender Existing Notes to be eligible to receive the Total Early Tender Offer Consideration, (in addition to Accrued Interest). If, at the Early Tender Deadline, the aggregate principal amount of Existing Notes validly tendered by Holders exceeds the Maximum Tender Amount, the Issuer will not accept any Existing Notes validly tendered by Holders after the Early Tender Deadline. |
| Announcement of early tender results and proration factor (if any) | April 25, 2024 | Announcement of whether the Issuer will, subject to satisfaction of the New Financing Condition, accept Existing Notes for purchase pursuant to the Tender Offer, and, if so: (i) announcement of the aggregate principal amount of Existing Notes accepted for purchase; (ii) announcement of the proration factor (if any); (iii) announcement if the Issuer, in its sole discretion, elects to proceed with the Early Settlement Date and indication of the Early Settlement Date. |
| Early Settlement Date | Should the Issuer elect to have an Early Settlement Date, a date promptly following the applicable Early Tender Deadline, expected to be April 29, 2024 (but which may change without notice). | Subject to satisfaction of the New Financing Condition and the other Conditions to the Tender Offer, the date the Issuer will pay to the Clearing Systems the Total Early Tender Offer Consideration, together with Accrued Interest, in respect of all Existing Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase. |
| Expiration Deadline | The Tender Offer will expire at 10:00 a.m., CEST, on May 10, 2024, unless extended or earlier terminated. | The last time and date for Existing Notes to be tendered pursuant to the Tender Offer. The Issuer expects to issue an announcement promptly following the Expiration Deadline announcing the amount of Existing Notes to be accepted for purchase (if any) on the Final Settlement Date. |
| Final Settlement Date | The Issuer expects the Final Settlement Date will occur on May 15, 2024, unless the Tender Offer is extended or earlier terminated. | Subject to satisfaction of the relevant Conditions of the Tender Offer, the date the Issuer will pay to the Clearing Systems the aggregate of Total Early Tender Offer Consideration or the Tender Offer Consideration (as the case may be) plus Accrued Interest in respect of Existing Notes validly tendered and accepted for purchase that have not been previously purchased. |
The above times and dates are subject to the right of the Issuer, in its sole discretion, to extend, re-open amend and/or terminate the Tender Offer (subject to applicable law and as provided in the Offer to Purchase). Beneficial owners of Existing Notes are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in the Tender Offer before the deadlines specified in the Offer to Purchase. The deadlines set by any such intermediary and the clearing systems for the submission of tender instructions may be earlier than the relevant deadlines specified above.
Noteholders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Tender Offer.
Further Information
Questions and requests for assistance in connection with the Tender Offer may be directed to the Tender and Information Agent for the Tender Offer or the Dealer Managers:
Each Holder is solely responsible for making its own independent appraisal of all matters as such Holder deems appropriate (including those relating to the Tender Offer) and each Holder must make its own decision as to whether to tender any or all of its Notes for purchase pursuant to the Tender Offer.
None of the Offeror, the Dealer Managers, the Tender and Information Agent, The Law Debenture Trust Corporation p.l.c. (the “Trustee”) or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Issuer, the Company, the Notes or the Tender Offer contained in this announcement or in the Offer to Purchase. None of the Offeror, the Dealer Managers, the Tender and Information Agent, the Trustee or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and accordingly none of the Offeror, the Dealer Managers, the Tender and Information Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Issuer or the Company to disclose information with regard to themselves or the Notes which is material in the context of the Tender Offer and which is not otherwise publicly available.
None of the Issuer, the Dealer Managers, the Information and Tabulation Agent, the Company, the Guarantors, the Trustee or any of their respective directors, officers, employees, agents or affiliates make any representation or recommendation whatsoever regarding the Tender Offer, or any recommendation as to whether Holders should tender Existing Notes in the Tender Offer.
Disclaimer
This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase 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 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.
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 either this announcement or the Offer to Purchase comes are required by each of the Company, the Issuer, the Trustee, 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 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. 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 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.
European Economic Area
The communication of this announcement and any other documents or materials relating to the Tender Offer is not being made in any member state of the EEA, other than to persons who are “qualified investors” as defined in the Prospectus Regulation, or in other circumstances falling within Article 1(4) of the Prospectus Regulation. This EEA selling restriction is in addition to any other selling restrictions set out in this announcement or the Offer to Purchase.
Luxembourg
The terms and conditions relating to the Offer to Purchase have not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg (“Luxembourg”). Accordingly, the Tender Offer may not be made to the public in Luxembourg, directly or indirectly, and none of this announcement or the Offer to Purchase or any other prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Prospectus Law.
Italy
Neither this announcement, the Tender Offer, the Offer to Purchase or any other document or materials relating to the Tender Offer have been or will be 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 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. Holders or beneficial owners of the Existing Notes that are located in Italy can tender Existing Notes for purchase in the Tender Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 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 Existing Notes and/or the Tender Offer.
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (“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), acting for their own account, with the exception of individuals, within the meaning ascribed to them in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, and applicable regulations thereunder, are eligible to participate in the Tender Offer. This announcement and the Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Belgium
Neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, the Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in this announcement or the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.
Switzerland
Neither this announcement nor the Offer to Purchase is intended to constitute an offer or solicitation to purchase or invest in the Existing Notes described herein. The Existing Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither this announcement, the Offer to Purchase nor any other offering or marketing material relating to this announcement, the Offer to Purchase or the Existing Notes constitutes a prospectus or a key information document within the meaning of articles 35 and 58 of the Swiss Financial Services Act (“FinSA”), and neither the Offer to Purchase nor any other offering or marketing material relating to this announcement Offer to Purchase or the Existing Notes may be publicly distributed or otherwise made publicly available in Switzerland. In particular, none of the Offer to Purchase or any other document produced in connection with the Offer to Purchase or the Existing Notes have been or will be approved by a Swiss review body (Prospektprüfstelle) according to article 52 FinSA, or by the Swiss Financial Market Supervisory Authority FINMA under the Swiss Collective Investment Schemes Act.
Singapore
None of this announcement, the Offer to Purchase or any other document or material relating to the Tender Offer have been and will be registered as a prospectus with the Monetary Authority of Singapore. The Tender Offer does not constitute an offering of securities in Singapore pursuant to the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time.
General
This announcement and the Offer to Purchase does not constitute an offer to buy or the solicitation of an offer to sell Existing Notes (and tenders of Existing Notes in the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers’ respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or affiliates, as the case may be, on behalf of the Issuer in such jurisdiction.
The Dealer Managers, the Tender and Information Agent (or their directors, employees or affiliates), the Issuer and the Company make no representations or recommendations whatsoever regarding this announcement, the Offer to Purchase, the Tender Offer or whether or not Holders should participate in the Tender Offer.