The Invitation was targeted at Bondholders that are not U.S. persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended) or persons located or resident in the United States of America (the “United States”) or persons acting for the account or benefit of such persons and who were willing to sell their Bonds to the Company (such Bondholders being the “Eligible Bondholders”).
The Invitation was made on the terms and subject to the conditions set out in the invitation term sheet prepared by the Company in connection with the Invitation (the “Invitation Term Sheet”) and which was made available to Eligible Bondholders, at their request, by BNP Paribas who is acting as sole dealer manager in respect of the Invitation (the “Dealer Manager”).
Following the bookbuilding process, the Company has decided to accept for repurchase Bonds validly offered for sale in an aggregate principal amount of EUR 161,500,000, which represents 85% of the outstanding aggregate principal amount of the Bonds.
The purchase price for the Bonds validly offered for sale and accepted for purchase by the Company was fixed at EUR 102,000 per EUR 100,000 in principal amount of such Bonds (the “Repurchase Price”). In addition, the Company will pay, in respect of Bonds accepted for purchase, a cash amount representing interest accrued but unpaid on the Bonds from, and including, 26 October 2019 (being the last interest payment date for the Bonds prior to the Invitation) to, but excluding, the Settlement Date (as defined below).
The settlement of the Invitation is expected to take place on or around 6 March 2020 (the “Settlement Date”), subject to the New Financing Condition (as defined below). The Bonds repurchased by the Company will be cancelled in accordance with their terms and conditions.
The repurchase of the tendered Bonds remains subject to conditions set out in the Invitation Term Sheet. As indicated in the Invitation Term Sheet and in the launch press release of 19 February 2020, the Company is also considering a potential issuance of EUR 500-550 million 5-year senior secured notes (the “Senior Secured Notes”). The Company has had sounding discussions with a select number of investors and, subject to market conditions, expects to announce further details about the Senior Secured Notes imminently. The purchase of any Bonds by the Company pursuant to the Invitation is subject to, without limitation, the completion (in the sole determination of the Company) of the issuance of the Senior Secured Notes on terms acceptable to the Company (the “New Financing Condition”). The Company is entitled to amend or waive the New Financing Condition at its sole and absolute discretion.
Once the Bonds purchased under the terms of the Invitation have been cancelled, it is expected that 15 per cent. or less of the originally issued Bonds will be outstanding. The Company, pursuant to the terms and conditions of the Bonds, therefore reserves the right to redeem in whole (but not in part) all of the remaining Bonds that have not been purchased pursuant to the Invitation, at their principal amount together with any interest accrued up to the redemption date.