SINGAPORE, June 18,
2024 /PRNewswire/ -- Continuum Energy Levanter
Pte. Ltd. (the "Company") hereby announces an offer to
purchase for cash (the "Tender Offer"), upon the terms and
subject to the conditions set forth in the Tender Offer Memorandum
dated June 18, 2024 (the "Tender
Offer Memorandum"), any and all of the outstanding
U.S.$561,000,000 4.50% Senior Notes
due 2027 issued by the Company (the "Notes") under the
indenture dated as of February 9,
2021, as supplemented by the supplemental indentures dated
March 2, 2021 and September 15, 2023, between the Company,
Continuum Green Energy Limited and DB International Trust
(Singapore) Limited (the
"Indenture"). Capitalised terms used but not defined herein
shall have the meanings given to them in the Tender Offer
Memorandum, which is available on the Tender Offer Website
(https://sites.dfkingltd.com/continuum-energy/).
**SUMMARY OF THE TENDER OFFER**
Description of the Notes
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CUSIP / ISIN /
Common Code
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Principal Amount(1)
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Purchase
Price(2)
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4.50% Senior Notes
due
2027
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Regulation S:
Y1753Q
AB8 / USY1753QAB87 /
229596926
Rule 144A: 21218M
AB1
/ US21218MAB19 /
229596870
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U.S.$561,000,000
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U.S.$1,000 per
U.S.$1,000 in
principal
amount of
Notes
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(1)
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The aggregate principal
amount of the Notes of US$561,000,000 is subject to a pool factor
(the "Pool Factor") following amortization pursuant to the
terms and conditions of the Notes. The aggregate outstanding
principal amount of the Notes following such amortization is
US$476,148,750 as of the date of the Tender Offer Memorandum. As of
the date of this Tender Offer Memorandum, the Pool Factor is
0.84875.
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(2)
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The Purchase Price for
the Notes validly tendered and accepted for purchase will be paid
following the application of the Pool Factor. The Company will also
pay accrued and unpaid interest on the Notes purchased pursuant to
the Tender Offer up to, but not including, the Payment Date
pursuant to the Tender Offer.
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**DETAILS OF THE TENDER OFFER**
The Company is offering to purchase any and all of the
outstanding Notes at a purchase price equal to U.S.$1,000 per U.S.$1,000 principal amount of the Notes (following
the application of the Pool Factor) validly tendered by Noteholders
prior to 5:00 p.m. (New York City time) on June 27, 2024, unless extended (the
"Expiration Time"), together with any accrued and unpaid
interest on the Notes purchased pursuant to the Tender Offer up to,
but not including, the Payment Date (as defined herein) (the
"Consideration"). The Consideration to be paid to each
Noteholder will be subject to the outstanding principal amount of
the Notes instructed by the relevant Noteholder after the Pool
Factor has been applied. The Company expects to pay for the Notes
purchased pursuant to the Tender Offer on or around July 2, 2024, which is the third business day
following the Expiration Time (such date, the "Payment
Date").
The consummation of the Tender Offer is conditional upon the
successful settlement of the proposed concurrent offering of U.S.
dollar-denominated notes due 2033 (the "New Notes") to be
co-issued by the issuers of the NCDs which the Company holds and
certain other subsidiaries of Continuum Green Energy (India) Pvt. Ltd. (the "Financing
Condition"). In addition, the Tender Offer is conditioned upon
the satisfaction or waiver of other customary general conditions as
further described in the Tender Offer Memorandum.
Noteholders must validly tender and not validly withdraw the
Notes (or deliver to the Information and Tender Agent a notice of
guaranteed delivery) at or prior to the Expiration Time to receive
the Consideration. Noteholders who validly tender their Notes may
withdraw such Notes at any time prior to the Expiration Time.
Except for guaranteed delivery tenders according to the guaranteed
delivery procedures described in the Tender Offer Memorandum, no
tenders will be valid if submitted after the Expiration Time.
Subject to pricing the New Notes, on June
18, 2024, the Company intends to distribute through the
clearing systems a notice of redemption to redeem the Notes under
Section 3.10 (Redemption for Taxation Reasons) of the
Indenture. Pursuant to Section 3.10 of the Indenture, the
redemption price for the Notes will be 100.0% of the outstanding
principal amount of the Notes, plus accrued and unpaid interest
(including any Additional Amounts (as defined in the Indenture)),
if any, to, but not including, the July 18,
2024 (the "Tax Redemption Date"). As a result,
Noteholders who do not participate in this Tender Offer will
continue to hold their Notes subject to the terms and conditions of
the Notes, until such Notes are redeemed by the Company on the Tax
Redemption Date in accordance with Section 3.10 of the
Indenture.
**PURPOSE OF THE TENDER OFFER**
The purpose of the Tender Offer is to offer Noteholders an
alternative option to have their Notes redeemed prior to when they
would otherwise be redeemed pursuant to the tax redemption and at
the same price as the tax redemption (which is expected to occur on
July 18, 2024).
**INDICATIVE TIMETABLE FOR THE TENDER OFFER**
Date
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Calendar Date
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Event
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Commencement Date and
Time
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No later than 10:00
a.m. (New York City time) on June 18, 2024.
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Commencement of the
Tender Offer. Tender Offer announced through publication on the
website of the SGX-ST, the Tender Offer Website and a recognized
financial news service or services as selected by the
Company.
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Expiration Date and
Time
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5:00 p.m. (New York
City time) on June 27, 2024 unless extended. The Company may, but
does not presently intend to, extend the Expiration
Time.
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The deadline for
Noteholders to tender Notes, withdraw tenders of Notes and deliver
notices of guaranteed delivery pursuant to the Tender Offer to the
Information and Tender Agent.
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The Company expects
to announce the final aggregate principal amount of Notes accepted
for purchase as promptly as practicable following the Expiration
Date.
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Delivery date for
tenders made via Notice of Guaranteed Delivery
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5:00 p.m. (New York
City time) on or around July 1, 2024, which is the second business
day following the Expiration Date.
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The deadline for
Noteholders tendering Notes via Notice of Guaranteed Delivery to
provide book-entry delivery of tendered Notes to the Information
and Tender Agent.
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Payment
Date
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On or around July 2,
2024, which is the third business day following the Expiration
Date.
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The Company pays the
Consideration for any Notes accepted for purchase. If the Company
accepts the tender of Noteholders' Notes pursuant to the Tender
Offer, such Noteholders, or the custodial entity acting on such
Noteholder's behalf, must deliver to the Company good and
marketable title to such Notes.
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Payment Date for
Notes tendered via Notice of Guaranteed Delivery
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On or around July 5,
2024, which is the third business day following the delivery date
for tenders made via Notice of Guaranteed Delivery.
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The Company pays the
Consideration for any Notes accepted for purchase. If the Company
accepts the tender of Noteholders' Notes pursuant to the Tender
Offer, such Noteholders, or the custodial entity acting on such
Noteholder's behalf, must deliver to the Company good and
marketable title to such Notes.
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The above times and dates are subject to the express right of
the Company, in its sole discretion, to extend, re-open, withdraw,
amend and/or terminate the Tender Offer (subject to applicable law
and as provided in the Tender Offer Memorandum).
Noteholders are advised to check with any bank, securities
broker or other Intermediary through which they hold Notes when
such Intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or revoke their instruction to participate in, the Tender Offer
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 may be earlier than the
deadlines specified above.
Tender instructions must be submitted in respect of a minimum
principal amount of Notes of no less than U.S.$200,000, being the minimum denomination of the
Notes, and may be submitted in integral multiples of
U.S.$1,000 in excess thereof.
Questions and requests for assistance in connection with the
Tender Offer should be directed to the Dealer Managers: Deutsche
Bank AG, Singapore Branch (tel:
+65 6423 4229, email: asiasyn@list.db.com), Emirates NBD Bank PJSC
(tel: +971 4 3032 800, email: dcmindia@emiratesnbd.com), The
Hongkong and Shanghai Banking Corporation Limited, Singapore Branch (tel: +852 3941 0223
(Hong Kong); +44 207 992 6237
(London); +1 212 525 5552
(New York); US Toll Free:
1-888-HSBC-4LM, email: liability.management@hsbcib.com), J.P.
Morgan Securities plc (tel: +44 20 7742 5940 (in London); +852 2800 8220 (in Hong Kong); +1 212 834 4533 (in U.S.), email:
liability_management_asia@jpmorgan.com) and Standard Chartered Bank
(tel: Telephone: +44 20 7885 5739 / +852 3983 8658 / +65 6557 8286,
email: Liability_Management@sc.com).
Questions and requests for assistance in connection with
tendering Notes and participating in the Tender Offer and the
submission of a tender instruction should be directed to the
Information and Tender Agent: D.F King Ltd. (tel: in London +44 20 7920 9700, in New York: Toll Free: (800) 769-7666 or Banks
and Brokers Call: (212) 269-5550. By email:
Continuum@dfkingltd.com).
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire any Notes is
being made pursuant to this announcement.
This announcement and the Tender Offer Memorandum contain
important information, which must be read carefully before any
decision is made with respect to the Tender Offer. Each Noteholder
is solely responsible for making its own independent appraisal of
all matters as such Noteholder deems appropriate (including those
relating to the Tender Offer) and each Noteholder must make its own
decision as to whether to tender or not tender its Notes for
purchase pursuant to the Tender Offer. If any Noteholder is in any
doubt as to the action it should take, it is recommended to seek
its own legal, tax and financial advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any Noteholder
whose Notes are held on its behalf by a broker, dealer,
bankcustodian, trust company or other nominee must contact such
entity if it wishes to participate in the Tender Offer. None of the
Company, the Dealer Managers, the Information and Tender Agent, or
any person who controls, or is a director, officer, employee, agent
or affiliate of any such persons, makes any recommendation as to
whether Noteholders should participate in the Tender Offer.
Each Noteholder participating in the Tender Offer will be deemed
to give certain representations as set out in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Tender
Offer from a Noteholder that is unable to make these
representations will not be accepted. Each of the Company, the
Dealer Managers and the Information and Tender Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to the Tender Offer,
whether any such representation given by a Noteholder is correct
and, if such investigation is undertaken and as a result the
Company determines (for any reason) that such representation is not
correct, such tender of Notes shall not be accepted.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR AN INVITATION
TO PARTICIPATE IN THE TENDER OFFER. THE TENDER OFFER IS BEING MADE
PURSUANT TO A TENDER OFFER MEMORANDUM, A COPY OF WHICH WILL BE
DELIVERED TO THE NOTEHOLDERS, AND WHICH SETS FORTH THE COMPLETE
TERMS AND CONDITIONS OF THE TENDER OFFER. NOTEHOLDERS ARE URGED TO
READ THE TENDER OFFER MEMORANDUM CAREFULLY BEFORE MAKING ANY
DECISION WITH RESPECT TO THEIR NOTES.
TENDER OFFER WEBSITE:
https://sites.dfkingltd.com/continuum-energy/
NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER MEMORANDUM
CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL
NOTES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO, AND
TENDERS OF NOTES FOR PURCHASE PURSUANT TO THE TENDER OFFER WILL NOT
BE ACCEPTED FROM NOTEHOLDERS IN ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE
SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE AN INVITATION TO TENDER
TO BE MADE BY A LICENSED BROKER OR DEALER AND THE DEALER MANAGERS
OR THEIR RESPECTIVE AFFILIATE IS SUCH A LICENSED BROKER OR DEALER
IN SUCH JURISDICTIONS, ANY INVITATION SHALL BE DEEMED TO BE MADE ON
BEHALF OF THE OFFER BY THE DEALER MANAGERS OR SUCH AFFILIATE, AS
THE CASE MAY BE, AND NO INVITATION IS MADE IN ANY SUCH JURISDICTION
WHERE THE DEALER MANAGERS OR THEIR RELEVANT AFFILIATE IS NOT SO
LICENSED.
THE TENDER OFFER AND THE TENDERING OF NOTES (NOT BEING
SECURITIES LISTED ON A STOCK EXCHANGE IN INDIA) WILL NOT BE REGULATED IN ACCORDANCE
WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (BUY BACK OF SECURITIES) REGULATIONS,
2018, AS AMENDED. THE TENDER OFFER WILL NOT BE, AND HAS NOT BEEN,
OFFERED IN INDIA BY MEANS OF ANY
DOCUMENT AND DOES NOT CONSTITUTE AN ADVERTISEMENT, INVITATION,
OFFER OR SOLICITATION OF AN OFFER TO BUY BACK ANY NOTES IN
VIOLATION OF APPLICABLE INDIAN LAWS. ACCORDINGLY, ANY NOTEHOLDER
PARTICIPATING IN THE TENDER OFFER WILL BE DEEMED TO HAVE
ACKNOWLEDGED, REPRESENTED AND AGREED THAT IT IS ELIGIBLE TO TENDER
ITS NOTES PURSUANT TO APPLICABLE LAWS AND REGULATIONS.
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SOURCE Continuum Energy Levanter Pte. Ltd.