TIDM38DM
RNS Number : 7225D
DP World Crescent Limited
21 February 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
21 February 2020
RECOMMED CASH OFFER
by
PORT & FREE ZONE WORLD FZE
(a wholly owned subsidiary of Dubai World)
for
DP WORLD PLC
PFZW Information Update
Further to PFZW's and DP World's announcement on 17 February
2020 (the "Offer Announcement"), and market participants' request
for further clarification, PFZW would like to state the
following:
1. The financing package comprises (i) three acquisition finance
facilities with tenors of up to three years and (ii) a US$3 billion
five-year term loan.
2. Moody's and Fitch have taken rating actions following the
Offer Announcement and have placed DP World on 'Baa1/Ratings Under
Review' and 'BBB+/Rating Watch Negative' respectively. PFZW is
expecting an investment grade rating for DP World following
completion of the Offer from each of Fitch and Moody's (supported
by the announcements made by Fitch and Moody's on 17 February
2020).
3. PFZW and DP World are committed to a progressive deleveraging
strategy as DP World integrates existing acquisitions, remains
disciplined on capex and continues to recycle capital in the
portfolio. As a result, PFZW and DP World will target below 4.0x
Net Debt / Adjusted EBITDA by the end of 2022 and a strong
investment grade rating for DP World in the medium term.
4. PFZW's parent company, Dubai World has confirmed that it will
not receive any dividends from DP World and PFZW until such a time
that PFZW's consolidated leverage falls below 4.0x Net Debt /
Adjusted EBITDA. To this effect, and with Dubai World's consent, a
financial covenant in the Facilities Agreement has been inserted to
prevent dividends being made to Dubai World until this test is
satisfied.
5. PFZW and DP World have been informed by Dubai World that,
following completion of the Offer, all amounts outstanding under
Dubai World's previously restructured term loan facilities will be
repaid in full at par.
6. PFZW has no intention to change the existing governance model
of DP World. Following completion of the Offer and the delisting of
DP World Shares, PFZW intends to procure that DP World adopts and
maintains a disclosure policy in line with best market practice and
appropriate for an unlisted company that has traded debt.
Words and expressions not otherwise defined in this announcement
shall have the meaning given to them in the Offer Announcement.
For the purposes of Article 7 of the Market Abuse Regulation
(EU) 596/2014 and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Redwan Ahmed (Head of
Investor Relations) of DP World PLC.
Enquiries:
Citigroup (financial adviser to PFZW) Tel: +44 20 7986 4000
Michael Borch
Deutsche Bank (financial adviser to PFZW) Tel: +44 20 7545 8000
Richard Sheppard
Charles Wilkinson
DP World Tel: +971 4 8080842
Redwan Ahmed, Head of Investor Relations
Rothschild & Co (financial adviser to DP World)
Chris Hawley Tel: +44 207 280 5000
James Douglas-Hamilton
Ali Kazmi
Further information
Citigroup Global Markets Limited ("Citigroup"), which is
authorised by the Prudential Regulation Authority ("PRA") and
regulated by the Financial Conduct Authority ("FCA") and PRA in the
United Kingdom, is acting as financial adviser for PFZW and for no
one else in connection with the Offer and other matters described
in this announcement, and will not be responsible to anyone other
than PFZW for providing the protections afforded to clients of
Citigroup nor for providing advice in connection with the Offer, or
any other matters referred to in this announcement. Neither
Citigroup, nor any of its subsidiaries, branches or affiliates, nor
any of their respective directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, in delict,
under statute or otherwise) to any person who is not a client of
Citigroup in connection with this announcement, any statement
contained herein, the Offer or otherwise.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the PRA. It is subject to supervision by the European
Central Bank and by BaFin, Germany's Federal Financial Supervisory
Authority, and is subject to limited regulation in the United
Kingdom by the PRA and the FCA. Details about the extent of its
authorisation and regulation by the PRA, and regulation by the FCA,
are available on request. Deutsche Bank AG, acting through its
London branch ("Deutsche Bank"), is acting as financial adviser to
PFZW and no one else in connection with the Offer and will not be
responsible to any person other than PFZW for providing the
protections afforded to clients of Deutsche Bank, nor for providing
advice in relation to the Offer or any other matters referred to in
this announcement. Neither Deutsche Bank nor any of its affiliates,
directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Deutsche Bank in connection with this
announcement, any statement contained herein or otherwise.
Rothschild & Co Middle East Limited, which is authorised and
regulated in the DIFC by the DFSA, is acting exclusively for DP
World and no one else in connection with the Offer and will not be
responsible to anyone other than DP World for providing the
protections afforded to clients of Rothschild & Co Middle East
Limited nor for providing advice in relation to the Offer or any
other matters referred to in this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of DP World in any jurisdiction in contravention of
applicable law. The Offer will be made solely through the Scheme
Document (or, if the Offer is implemented by way of a Takeover
Offer, the offer document), which will contain the full terms and
conditions of the Offer, including details of how to vote in
respect of the Offer. Any acceptance or other response to the Offer
should be made only on the basis of the information in the Scheme
Document (or, if the Offer is implemented by way of a Takeover
Offer, the offer document).
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with, and the
Offer will be subject to, the applicable rules and regulations of
the DFSA and the laws of the DIFC and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions other than the DIFC. Any persons who
are subject to the laws of, or residents of, any jurisdiction other
than the DIFC should inform themselves about, and observe, any
applicable legal or regulatory requirements. If you remain in any
doubt, you should consult your professional adviser in the relevant
jurisdiction without delay.
Unless otherwise determined by PFZW or required by the TKO, and
permitted by applicable law and regulation, the Offer will not be
made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Scheme by
any such use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any persons. This announcement
has been prepared for the purposes of complying with the applicable
rules and regulations of the DFSA and the laws of the DIFC and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside of the DIFC.
Copies of this announcement and any formal documentation
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Offer. If the Offer is
implemented by way of a Takeover Offer (unless otherwise permitted
by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Notice to US investors in DP World
The Offer relates to the shares of a DIFC company that is not
registered under the US Securities Exchange Act of 1934, as amended
(the "US Exchange Act") and is being made by means of a scheme of
arrangement provided for under the DIFC Companies Law. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer or proxy solicitation rules under the
US Exchange Act. Accordingly, the Offer is subject to the
disclosure requirements and practices applicable in the DIFC to
schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation
rules.
The financial information included in this announcement has been
prepared in accordance with accounting standards applicable in the
DIFC and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
US("US GAAP"). US GAAP differs in certain significant respects from
accounting standards applicable in the DIFC. None of the financial
information in this document has been audited in accordance with
auditing standards generally accepted in the United States or the
auditing standards of the Public Company Accounting Oversight Board
(United States).
If, in the future, PFZW exercises its right to implement the
Offer by way of a Takeover Offer, which is to be made into the US,
such Takeover Offer will be made in compliance with the applicable
US laws and regulations, including Section 14(e) and Regulation 14E
under the US Exchange Act. Such a Takeover Offer would be made in
the US by PFZW and no one else. In addition, PFZW, certain
affiliated companies and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, shares
in DP World outside the Offer, such as in open market purchases or
privately negotiated purchases, during the period in which the
Offer remains open for acceptance. If such purchases or
arrangements to purchase were to be made, they would be made
outside the US and would comply with applicable law, including DIFC
laws and the US Exchange Act. Any such purchases by PFZW or its
affiliates will not be made at prices higher than the price of the
Offer provided in this announcement unless the price of the Offer
is increased accordingly. Any information about such purchases will
be disclosed as required under DIFC laws and will be available to
all investors (including US investors) on Nasdaq Dubai's website at
https://www.nasdaqdubai.com/. To the extent that such information
is required to be publicly disclosed in the DIFC in accordance with
applicable regulatory requirements, this information will, as
applicable, also be publicly disclosed in the United States.
It may be difficult for US holders of DP World Shares to enforce
their rights and any claim arising out of the US federal securities
laws in connection with the Offer, since PFZW and DP World are
located in a non-US jurisdiction, and some or all of their officers
and directors may be residents of a non-US jurisdiction. US holders
of DP World Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
Neither the Offer nor this announcement have been approved or
disapproved by the SEC, any state securities commission in the
United States or any other US regulatory authority, nor have such
authorities passed upon or determined the adequacy or accuracy of
the information contained in this announcement or the merits of
this Offer. Any representation to the contrary is a criminal
offence in the United States. The receipt of cash pursuant to the
Offer by a US holder as consideration for the transfer of its DP
World Shares pursuant to the Offer will likely be a taxable
transaction for United States federal income tax purposes and under
applicable United States state and local, as well as foreign and
other, tax laws. Each DP World Shareholder is urged to consult his
or her independent professional adviser immediately regarding the
tax consequences of the Offer applicable to him or her.
Forward looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning the Offer, PFZW, the PFZW
Group, DP World and the DP World Group. Generally, the words
"will", "may", "should", "could", "would", "can", "continue",
"opportunity", "believes", "expects", "intends", "anticipates",
"estimates" or similar expressions identify forward-looking
statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed or suggested in them. Many of these risks and
uncertainties relate to factors that are beyond the ability of
PFZW, the PFZW Group, DP World and the DP World Group to control or
estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue
reliance should not be placed on such statements which speak only
as at the date of this announcement. Neither PFZW, the PFZW Group,
DP World nor the DP World Group, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other
than in accordance with their legal or regulatory obligations
(including under the applicable rules and regulations of the DFSA
and the laws of the DIFC), neither PFZW or DP World is under any
obligation, and PFZW and DP World expressly disclaim any intention
or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
No profit forecasts, estimates or quantified financial benefits
statements
Nothing in this announcement is intended, or is to be construed,
as a profit forecast, profit estimate or quantified financial
benefits statement for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for DP World for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for DP World.
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 rns@lseg.com or visit www.rns.com.
END
OUPKKDBNABKKDBB
(END) Dow Jones Newswires
February 21, 2020 02:02 ET (07:02 GMT)
Dp World 23 U (LSE:38DM)
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De Nov 2024 a Dic 2024
Dp World 23 U (LSE:38DM)
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