NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Puma International Financing S.A. Announces Early Tender Results, Early Settlement And Updated Maximum Tender Amount With Respect To The Cash Tender Offer For The Outstanding 5.000% Senior Notes Due 2026 (ISINs / Common Codes: XS1751117604 / 175111760, XS1751189348 / 175118934)
Reference is made to the public announcements issued by Puma International Financing S.A. (the “Issuer”) with respect to the (i) launch of the Tender Offer on April 11, 2024 (the “Launch Press Release”) and (ii) the Maximum Tender Amount on April 19, 2024, both of which are available on the Issuer’s website: https://pumaenergy.com. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Launch Press Release.
The Issuer announces today an increase of the Maximum Tender Amount in respect of the Tender Offer from $500,000,000 to $520,251,000 in aggregate principal amount of the Existing Notes.
According to information provided by Morrow Sodali Limited, as Tender and Information Agent, as of the Early Tender Deadline (being 5:00 pm CEST on April 24, 2024), an aggregate principal amount of Existing Notes equal to $520,251,000 had been validly tendered and not validly withdrawn pursuant to the Tender Offer. It is hereby announced that the Issuer accepts for purchase all such Existing Notes validly tendered in full.
Holders of Existing Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will receive from the Issuer the Total Early Tender Offer Consideration of $990 per $1,000 principal amount of Existing Notes plus accrued and unpaid interest for such Existing Notes on the Early Settlement Date. The Early Settlement Date is currently expected to be on April 29, 2024, upon the terms and conditions set forth in the Offer to Purchase, dated April 11, 2024.
Given the Maximum Tender Amount has been reached, the Issuer will not purchase any Existing Notes tendered after the Early Tender Deadline and there will be no Final Settlement Date.
All Existing Notes purchased by the Issuer pursuant to the Tender Offer will be cancelled.
The Tender Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase and this announcement should be read in conjunction with the Offer to Purchase. The Offer to Purchase is available, subject to registration and eligibility confirmation, on the Tender Offer website: https://projects.morrowsodali.com/pumaenergy.
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 (as defined in the Offer to Purchase) 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 Existing Notes for purchase pursuant to the Tender Offer.
None of the Issuer, the Company, 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 Existing Notes or the Tender Offer contained in this announcement or in the Offer to Purchase. None of the Issuer, the Company, 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 Issuer, the Company, 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 Company, the Dealer Managers, the Tender and Information Agent, 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 Issuer, the Company, the Dealer Managers, the Tender and Information Agent and the Trustee 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.