TIDM69WK
RNS Number : 1620C
Tabreed 08 Financing Corporation
02 March 2011
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, THE CAYMAN
ISLANDS OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
REPUBLIC OF ITALY(SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW)
National Central Cooling Company PJSC announces tender offer and
proposal to the holders of the outstanding
AED1,700,000,000 Trust Certificates due 2011 (ISIN:
XS0359799136) of
Tabreed 08 Financing Corporation
National Central Cooling Company PJSC (Tabreed) announced today
an invitation to holders of Tabreed 08 Financing Corporation's (the
Issuer and the Trustee) AED1,700,000,000 Trust Certificates due
2011 (ISIN: XS0359799136) (the Certificates) to tender their
Certificates for purchase by Tabreed (the Offer). Concurrently with
the Offer, Tabreed is soliciting consents in relation to the
Certificates (the Proposal). Certificateholders tendering the
Certificates will be deemed to have delivered their consent to the
Extraordinary Resolution which, if approved, would allow the
Issuer, amongst other things, to amend the terms and conditions of
the Certificates as outlined below.
The Offer and the Proposal are made on the terms and subject to
the conditions contained in the Tender Offer Memorandum dated 2
March 2011 (the Tender Offer Memorandum), including the offer and
distribution restrictions set out below and as more fully described
in the Tender Offer Memorandum (the Offer Restrictions), and this
announcement should be read in conjunction with the Tender Offer
Memorandum. Capitalised terms used but not otherwise defined in
this announcement shall have the meanings given to them in the
Tender Offer Memorandum.
The purpose of the Offer and the Proposal is to purchase all of
the outstanding Certificates. The Offer and the Proposal is a part
of a comprehensive recapitalisation programme (the Recapitalisation
Programme) being undertaken by Tabreed in order to achieve a stable
long-term capital structure so that Tabreed can deliver on its
business plan and achieve its full earnings potential (as more
fully described in the Tender Offer Memorandum).
Details of the Offer
Tabreed will pay a purchase price equal to a cash amount of
AED2,781.11 per AED10,000 in face amount of Certificates (the
Purchase Price) accepted by it for purchase pursuant to the Offer.
The Purchase Price represents an amount equal to the sum of:
(a) the product of:
(i) the face amount of the relevant Certificates divided by an
exchange price of AED12.56 (after taking account of Tabreed's
capital reduction on 12 December 2010); and
(ii) a price per Share of AED1.1259 (which is the VWAP of one
Share for the period of five consecutive Trading Days ending on
(and including) 1 March 2011 as published on Bloomberg) (the Share
Price);
(b) the sum of the outstanding Annual Distribution Amount in
respect of such Certificates that was due on 19 May 2010 and the
Annual Distribution Amount in respect of such Certificates that
would be due on 19 May 2011 if such Certificates were still in
issue on that date; and
(c) a premium of AED434.70 per AED10,000 (the Offer
Premium).
The Offer Premium represents a premium over the total value of
the redemption proceeds a Certificateholder would receive if:
(a) it holds its Certificates to maturity (assuming (i) an
exchange price of AED12.56, (ii) the Share Price and (iii) the
payment of the outstanding Annual Distribution Amounts in full on
the Maturity Date); or
(b) it does not validly tender its Certificates in the Offer and
the Extraordinary Resolution for the implementation of the Proposal
described below is passed at the Meeting and the Proposal
implemented.
The Purchase Price may, at the option of Tabreed, be settled by
delivery of ordinary shares in Tabreed (the Shares) by physical
settlement (the Physical Settlement Option) and Tabreed intends to
exercise this option.
The Offer begins on 2 March 2011 and expires at 4.00 p.m.
(London time) on 16 March 2011 (the Tender Deadline), unless
extended or terminated by Tabreed. In order to be eligible to
receive the Purchase Price, Certificateholders must validly tender
their Certificates by the Tender Deadline by delivering, or
arranging to have delivered on their behalf, a valid Tender
Instruction and Share Delivery Notice (each as defined in the
Tender Offer Memorandum) that are received by the Tender Agent by
the Tender Deadline. Certificateholders who wish to accept the
Offer should refer to the Tender Offer Memorandum for the
procedures which must be followed in order to accept the Offer.
If Tabreed accepts for purchase the Certificates validly
tendered in the Offer, it intends to exercise the Physical
Settlement Option. Subject to the Share Delivery Restrictions (as
defined in the Tender Offer Memorandum), such physical settlement
will be at the Share Price, with 2,470.12 Shares to be delivered
per AED10,000 in face amount of Certificates. Settlement of the
Offer will take place on 21 April 2011 or as soon as practicable
thereafter (the Offer Settlement Date). Any fraction of a Share
falling to be delivered by way of physical settlement will be
rounded up to the nearest whole Share.
Accordingly, no payment of any amount in cash will be made in
respect of any Certificates accepted for purchase pursuant to the
Offer, except in respect of any Realisation Proceeds (as defined
below) and, subject to the Share Delivery Restrictions, tendering
Certificateholders will receive Shares only in settlement of any
Purchase Price payable by Tabreed for their Certificates.
Details of the Proposal
The modifications to the Conditions to be approved by
Certificateholders pursuant to the Proposal are to provide for:
(a) the mandatory redemption of the Certificates on 19 May 2011
(the Proposal Redemption Date) at the Proposal Redemption Price,
settled by delivery of Shares by way of physical settlement not
less than 32 Trading Days after the Proposal Redemption Date
subject to receipt of necessary information from
Certificateholders, with the Proposal Redemption Price representing
an amount equal to the sum of:
(i) the product of (A) the face amount of the relevant
Certificates divided by an exchange price of AED12.56, and (B) the
Share Price; and
(ii) the sum of the outstanding Annual Distribution Amount in
respect of such Certificates that was due on 19 May 2010 and the
outstanding Annual Distribution Amount in respect of such
Certificates due on 19 May 2011;
(b) the waiver by Certificateholders of their entitlement to the
Annual Distribution Amount that was due on 19 May 2010 and the
Annual Distribution Amount that will be due on 19 May 2011,
together with any Supplementary Amount which may otherwise be
payable under the Conditions;
(c) the waiver by Certificateholders of any Dissolution Event or
Potential Dissolution Event which has occurred or may occur before
the implementation of the above; and
(d) if any delivery of Shares to a Certificateholder pursuant to
the Conditions would be, among other things, impossible or unlawful
(in whole or in part) under the laws of any applicable
jurisdiction, the payment of a cash amount equal to the proceeds of
sale (after the deduction of the costs and expenses of such sale)
of the Shares that Certificateholder would otherwise be entitled to
receive carried out on an arm's length basis on the best terms
reasonably obtainable at the time of sale on behalf of the relevant
Certificateholder by an independent broker or financial institution
selected by Tabreed and approved by the Delegate, having regard to
the need to preserve an orderly market in the Shares (the
Realisation Proceeds).
Pursuant to the Proposal, by tendering Certificates in the Offer
or submitting an Ineligible Certificateholder Instruction, in each
case which is received by the Tender Agent by no later than the
Tender Deadline, Certificateholders will automatically instruct the
Principal Paying and Exchange Agent to appoint one or more
representatives of the Tender Agent as their proxy to attend and
vote in favour of the Extraordinary Resolution at the Meeting (as
defined in the Tender Offer Memorandum). It will not be possible to
tender Certificates in the Offer or submit an Ineligible
Certificateholder Instruction without at the same time giving such
instructions to the Principal Paying and Exchange Agent.
Certificateholders to whom the Offer is not being made pursuant
to the Offer Restrictions or to whom Shares cannot be delivered
pursuant to the Offer under the laws of any applicable jurisdiction
or for whom there are any other restrictions on the delivery of
Shares pursuant to the Offer under the laws of any applicable
jurisdiction (each an Ineligible Certificateholder) who wish to
participate in the Proposal should refer to the Tender Offer
Memorandum for the procedures which must be followed in order to
participate. An Ineligible Certificateholder who delivers, or
arranges to have delivered on its behalf, a valid Ineligible
Certificateholder Instruction that is received by the Tender Agent
by the Tender Deadline may be eligible to receive an amount equal
to the Realisation Proceeds of the Shares it would have received
pursuant to the Offer.
A summary of the terms appears below:
ISINs/Common Outstanding Aggregate Purchase Price
Code face amount face amount (to be settled
of the by delivery of
Certificates Shares)
subject to
the Offer
------------- ------------- ----------------- ------------- ---------------
Certificates XS0359799136 AED1,700,000,000 Any and all AED2,781.11
/ per AED10,000
035979913
Tabreed is under no obligation to accept for purchase any
Certificates tendered pursuant to the Offer. The acceptance for
purchase by Tabreed of Certificates tendered pursuant to the Offer
is at the sole discretion of Tabreed and tenders may be rejected by
Tabreed for any reason. Settlement of the Offer and the
implementation of the Proposal will be conditional on the
completion by Tabreed (the Completion Condition) of its
Recapitalisation Programme (or the satisfaction or waiver of the
relevant conditions to such completion other than completion of the
Offer and the Proposal except to the extent such completion is
waived) on the terms outlined in the Tender Offer Memorandum and to
certain other conditions including regulatory approval being
obtained.
Tabreed will not declare or pay any dividend or other
distribution or similar payment to its shareholders and no event or
other circumstance that would give rise to an adjustment to the
exchange price of the Certificates under the Conditions (other than
any such event or circumstance that may occur in connection with
the implementation of the Recapitalisation Programme, for which no
adjustment will be made) will occur before the delivery of the
relevant Shares to Certificateholders on the Offer Settlement Date
(the Corporate Events Condition).
Subject to applicable law and as provided in the Tender Offer
Memorandum, each of Tabreed and the Issuer reserve the right at any
time, in its sole discretion, to extend, re-open, amend or waive
any or all of the conditions of (other than the Completion
Condition and the Corporate Events Condition) or terminate the
Offer or the Proposal, respectively. Details of any such extension,
re-opening, amendment, waiver or termination will be announced as
soon as reasonably practicable after the relevant decision is
made.
The indicative timetable is summarised below.
Indicative Timetable Event
-------------------------------------- --------------------------------------
2 March 2011 Launch Date
4.00 p.m. (London time) on Tender Deadline
16 March 2011
17 March 2011 Acceptance of valid tenders
10.00 a.m. (London time) Voting deadline
on 24 March 2011
10.00 a.m. (London time) Meeting of Certificateholders
on 28 March 2011
As soon as reasonably Announcement of results
practicable after the and execution of Supplemental
Meeting Transaction Documents
On or as soon as Offer Settlement Date
practicable after 21 April
2011
Up to 90 days after the Offer Realisation Proceeds
Offer Settlement Date Payments Deadline
19 May 2011 Proposal Redemption Date
On or as soon as Proposal Settlement Date
practicable after the 32nd
Trading Day after the
Proposal Redemption Date
The above dates and times are subject to the right of each of
Tabreed and the Issuer to extend, re-open, amend and/or terminate
the Offer and/or the Proposal. Certificateholders are advised to
check with any bank, securities broker or other intermediary
through which they hold Certificates when such intermediary would
require to receive instructions from a Certificateholder in order
for that Certificateholder to be able to participate in, or (in the
limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Offer or the Proposal
before the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions and Ineligible
Certificateholder Instructions in favour of the Proposal will be
earlier than the relevant deadlines specified in the Tender Offer
Memorandum.
Under the Offer and the Proposal, all (i) Tender Instructions
and (ii) Ineligible Certificateholder Instructions will be
irrevocable except in the limited circumstances described in the
Tender Offer Memorandum.
Morgan Stanley & Co. International plc is acting as Dealer
Manager. Lucid Issuer Services Limited is acting as Tender Agent.
For detailed terms of the Offer and the Proposal please refer to
the Tender Offer Memorandum, copies of which can be obtained from
the Tender Agent referred to below.
Further details on the transactions can be obtained from:
The Dealer Manager
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
Telephone: +971 4 363 4829
Attention: Yavar Moini
Email: tandem_ecm@morganstanley.com
Requests for documentation and information in relation to the
procedures for tendering Certificates and participating in the
Offer and the Proposal should be directed to:
Tender Agent:
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 20 7704 0880
Fax: +44 20 7067 9098
Attention: Sunjeeve Patel / Thomas Choquet
Email: tabreed@lucid-is.com
DISCLAIMER
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 Offer or the Proposal. If
you are in any doubt as to the actions you should take or are
unsure of the impact of the implementation of the Proposal or the
Extraordinary Resolution to be proposed at the Meeting, you are
recommended to seek your own financial and legal advice, including
as to any tax consequences, from your stockbroker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Certificates 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 Certificates in the Offer or otherwise participate in the
Proposal. None of the Dealer Manager, the Delegate, the Tender
Agent, Tabreed or the Issuer makes any recommendation as to whether
Certificateholders should tender Certificates in the Offer or
participate in the Proposal.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
Certificates, and tenders of Certificates for purchase pursuant to
the Offer will not be accepted from Certificateholders in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and the
Dealer Manager or any of its respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall
be deemed to be made by the Dealer Manager or affiliate, as the
case may be, on behalf of Tabreed in such jurisdiction.
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement or the Tender Offer
Memorandum comes are required by each of Tabreed, the Issuer, the
Dealer Manager and the Tender Agent to inform themselves about and
to observe any such restrictions.
United States
The 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
or to, for the account or benefit of, U.S. persons. This includes,
but is not limited to, facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic
communication. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the 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 U.S. persons and the
Certificates cannot be tendered in the Offer by any such use,
means, instrumentality or facility or from or within or by persons
located or resident in the United States or by U.S. persons. Any
purported tender of Certificates in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Certificates made by a U.S. person, 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
or for a U.S. person will be invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. Neither the Certificates nor
the Shares have been, nor will be, registered under the Securities
Act or the securities laws of any state or other jurisdiction of
the United States, and may not be offered, sold or delivered,
directly or indirectly, in the United States or to, or for the
account or benefit of, U.S. persons. The purpose of this
announcement and the Tender Offer Memorandum is limited to the
Offer and neither this announcement nor the Tender Offer Memorandum
may be sent or given to a person in the United States or otherwise
to any person other than in an offshore transaction in accordance
with Regulation S under the Securities Act.
Each holder of Certificates participating in the Offer will
represent that (a)(i) it is not resident or located in the United
States, (ii) it is not participating in the Offer from the United
States, (iii) it is participating in the Offer in accordance with
Regulation S under the Securities Act and (iv) it is not a U.S.
person or (b) it is acting on a non-discretionary basis for a
principal located outside the United States that is not giving an
order to participate in the Offer from the United States and is not
a U.S. person. For the purposes of this and the above two
paragraphs, United States means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
Italy
The Offer is not being made, directly or indirectly, in the
Republic of Italy (Italy). The Offer, this announcement and the
Tender Offer Memorandum have not been submitted to the clearance
procedures of the Commissione Nazionale per le Societa e la Borsa
(CONSOB) pursuant to Italian laws and regulations. Accordingly,
Certificateholders are notified that, to the extent they are
located or resident in Italy, the Offer is not available to them
and they may not tender Certificates for purchase pursuant to the
Offer nor may the Shares be offered, sold or delivered in Italy,
and neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offer, the
Certificates or the Shares may be distributed or made available in
Italy.
Other
United Kingdom (investment professionals and other persons
permitted by the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 only) / Kingdom of Saudi Arabia (such persons
as are permitted under the Offer of Securities Regulations issued
by the Capital Market Authority of the Kingdom of Saudi Arabia) /
France (certain qualified investors and providers of investment
services relating to portfolio management for the account of third
parties, other than individuals)/Cayman Islands (no offers to the
public in the Cayman Islands).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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