TIDMPSH
This announcement does not constitute an invitation to
participate in the Offer (as defined herein) in or from any
jurisdiction in or from which, or to or from any person to or from
whom, it is unlawful to make such offer under applicable securities
laws or otherwise. The distribution of this document in certain
jurisdictions may be restricted by law. See "Legal Notices" below.
Persons into whose possession this document comes are required by
PSH, the Dealer Managers and the Tender and Information Agent (each
as defined herein) to inform themselves about, and to observe, any
such restrictions. No action that would permit a public offer has
been or will be taken in any jurisdiction by PSH, the Dealer
Managers, or the Tender and Information Agent.
Pershing Square Holdings, Ltd. ("PSH") announced today the
pricing terms for the previously announced cash tender offer (the
"Offer") for any and all of its 5.500 per cent. Senior Notes due
2022 (the "Notes"). Capitalised terms used and not defined herein
shall have the meanings set forth in the Tender Offer Memorandum
dated September 22, 2021 (the "Tender Offer Memorandum").
The consideration (the "Consideration") for each $1,000
principal amount of the Notes validly tendered and accepted for
purchase pursuant to the Offer was determined in the manner
described in the Tender Offer Memorandum by reference to the fixed
spread for the Notes specified below plus the yield based on the
bid-side price of the Reference Security specified below as of
10.00 a.m., New York City time today, the date on which the Offer
is currently scheduled to expire.
Consideration
per $1,000
Title of Bloomberg principal
the ISIN / Common Principal amount Reference Reference Fixed amount of
Security Code outstanding Security Page Spread Notes
Rule 144A:
XS1242957006
(ISIN) /
124295700
5.500 per (Common Code)
cent. Reg S:
Senior XS1242956966
Notes (ISIN) / 0.125% UST
due 124295696 due
2022 (Common Code) US$1,000,000,000 08/31/2023 FIT1 +50 $1,032.82
PSH will also pay Accrued Interest (rounded to the nearest cent,
with half a cent rounded upwards) in respect of all Notes validly
tendered and accepted for purchase by PSH pursuant to the Offer
from (and including) the immediately preceding interest payment
date, to (but excluding) the Settlement Date. Notes tendered
through the guaranteed delivery procedures will not receive accrued
interest from the Settlement Date through the Guaranteed Delivery
Settlement Date (if different).
The Offer will expire, unless terminated earlier, at 5:00 p.m.
(New York time) on September 29, 2021 or at such other date or time
to which the Offer may be extended, reopened, amended and/or
terminated by PSH as provided in the Tender Offer Memorandum (such
applicable date and time, the "Expiration Deadline").
Notes tendered may be withdrawn at any time prior to or at 5:00
p.m. (New York City time) September 29, 2021, as may be extended or
otherwise amended by PSH in accordance with the Tender Offer
Memorandum (such applicable date and time, the "Withdrawal
Deadline") but not thereafter. Holders that validly tender (and do
not validly withdraw) their Notes prior to or on the Expiration
Deadline and have their tenders accepted by PSH will be eligible to
receive the Consideration (as defined below) plus Accrued Interest
(as defined below).
Notes tendered prior to the Withdrawal Deadline may be withdrawn
at any time prior to or at the Withdrawal Deadline, which is
contemporaneous with the Expiration Deadline. If the Offer is
extended, PSH will amend the Withdrawal Deadline applicable to the
Offer such that Notes validly tendered in respect of the Offer
prior to or at the original Withdrawal Deadline (including Notes
validly tendered pursuant to the Guaranteed Delivery Procedures)
may be validly withdrawn at any time before the earlier of (i) the
Expiration Deadline (as so extended) and (ii) the tenth Business
Day after the Launch Date. The Notes may also be validly withdrawn
at any time in the event the Offer has not been consummated within
60 Business Days after the Launch Date.
A Holder who desires to tender its Notes but either cannot
comply with the applicable procedures for book-entry transfer or
time will not permit such Notes to be tendered on or before the
Expiration Deadline, may effect a Tender pursuant to the Guaranteed
Delivery Procedures set out in the Tender Offer Memorandum. The
delivery of Notes tendered by the Guaranteed Delivery Procedures
must be made no later than 5:00 p.m. (New York City time) on the
second Business Day after the Expiration Deadline, expected to be
October 1, 2021 (such applicable date and time, the "Guaranteed
Delivery Deadline").
PSH's obligation to accept for purchase and to pay for the Notes
tendered pursuant to the Offer is subject to the satisfaction or
waiver of the Conditions as discussed the Tender Offer
Memorandum.
Further Information
Holders may contact the Dealer Managers or the Tender and
Information Agent using the contact details below:
DEALER MANAGERS
Citigroup Global Markets Inc. 388 UBS AG London Branch 5 Broadgate
Greenwich Street, Trading 4th Floor London EC2M 2QS United Kingdom
New York, NY 10013 United States of Attention: Liability Management Group
America Attention: Liability Toll-Free: +1 (888) 719-4210 Call
Management Toll Free: +1 (800) Collect: +1 (203) 719-4210
558-3745 Collect: +1 (212) 723-6106
TER AND INFORMATION AGENT
Global Bondholder Services Corporation
65 Broadway -- Suite 404
New York, NY 10006
United States of America
Attn: Corporate Actions
Banks and Brokers call: +1 (212) 430-3774
Toll free +1 (866) 807-2200
Offer website:
https://www.gbsc-usa.com/pershingsquareholdings/
Email: contact@gbsc-usa.com
This announcement contains Inside Information as defined under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
UK law by virtue of the European Union (Withdrawal) Act 2018.
Legal Notices
This announcement does not constitute an offer or an invitation
to participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such offer or
invitation or for there to be such participation under applicable
laws. The distribution of this announcement, and the transactions
contemplated by the Offer, may be restricted in certain
jurisdictions by law. The materials relating to the Offer do not
constitute, and may not be used in connection with, an offer or
solicitation in any place where, or from any person to or whom,
offers or solicitations are not permitted by law.
None of PSH, the Dealer Managers or the Tender and Information
Agent or any of their respective directors, employees or affiliates
make any representation or recommendation whatsoever regarding this
announcement, the Tender Offer Memorandum or the Offer or whether
any Holder should submit Tenders or refrain from doing so, and no
one has been authorised by any of them to make any such
recommendation.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made, and such documents and/or materials have
not been approved, by an authorised person for the purposes of
Section 21 of the Financial Services and Markets Act 2000 (as
amended). Accordingly, this Tender Offer Memorandum and such
documents and/or materials are not being distributed to, and must
not be passed on to, persons in the United Kingdom other than (i)
to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order")), or (ii) to those persons
falling within Article 43(2) of the Order, including existing
members and creditors of PSH, (iii) to those persons who are
outside the United Kingdom, or (iv) to any other persons to whom it
may otherwise lawfully be made under the Order.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer has 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.
Therefore, the Offer may only be carried out in the Republic of
Italy pursuant to an exemption under 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 Notes that are
resident and/or located in the Republic of Italy may tender their
Notes through authorised 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. 20307 of 15 February 2018, as amended
from time to time, and Legislative Decree No. 385 of September 1,
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 Notes and the Offer.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France other than to qualified investors
as defined in Article 2(e) of Regulation (EU) 2017/1129. This
announcement, the Tender Offer Memorandum and any other document or
material relating to the Offer have only been and shall only be
distributed in France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129. This announcement and the Tender
Offer Memorandum have not been and will not be submitted for
clearance to nor approved by the Autorité des Marchés
Financiers.
Belgium
None of the Offer, this announcement, the Tender Offer
Memorandum nor any other brochure, document or material related
thereto have been, or will be, submitted or notified to, or
approved by, the Belgian Financial Services and Markets Authority
(Autorité des services et marchés financiers/Autoriteit voor
Financiële Diensten en Markten). In Belgium, the Offer does not
constitute a public offering within the meaning of Articles 3, --1,
1deg and 6 of the Belgian Law of April 1, 2007 on takeover bids
(loi relative aux offres publiques d'acquisition/wet op de openbare
overnamebiedingen), as amended or replaced from time to time.
Accordingly, the Offer may not be, and is not being advertised, and
this announcement, the Tender Offer Memorandum, as well as any
brochure, or any other material or document relating thereto
(including any memorandum, information circular, brochure or any
similar document) may not, has not and will not be distributed,
directly or indirectly, to any person located and/or resident
within Belgium, other than those who qualify as qualified investors
(investisseurs qualifiés/qekwalificeerde beleggers), within the
meaning of Article 2, e), of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing
Directive 2003/71/EC (the "Prospectus Regulation") acting on their
own account. Accordingly, the information contained in this
announcement, the Tender Offer Memorandum or in any brochure or any
other document or material relating thereto may not be used for any
other purpose, including for any offering in Belgium, except as may
otherwise be permitted by law, and shall not be disclosed or
distributed to any other person in Belgium.
General
Neither this announcement, the Tender Offer Memorandum nor any
other materials relating to the Offer constitutes an offer to buy
or the solicitation of an offer to sell Notes (and Tenders will not
be accepted from Holders) in any circumstances in which such offer
or solicitation is unlawful. If a jurisdiction requires that the
Offer be made by a licensed broker or dealer and any of the Dealer
Managers or any of their respective affiliates is a licensed broker
or dealer in that jurisdiction, the Offer shall be deemed to be
made by such Dealer Manager or affiliate, as the case may be, on
behalf of PSH in that jurisdiction.
Pershing Square Holdings, Ltd. registered place of business:
P.O. Box 255, Trafalgar Court, Les Banques, St. Peter Port,
Guernsey, GY1 3QL
About Pershing Square Holdings, Ltd.
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) is an
investment holding company structured as a closed--ended fund.
Category: (PSH:CorporateActions)
Media Camarco Ed Gascoigne-Pees / Julia Tilley +44 (0)20 3781
8339, media-pershingsquareholdings@camarco.co.uk
View source version on businesswire.com:
https://www.businesswire.com/news/home/20210929005763/en/
CONTACT:
Pershing Square Holdings
SOURCE: Pershing Square Holdings, Ltd.
Copyright Business Wire 2021
(END) Dow Jones Newswires
September 29, 2021 12:01 ET (16:01 GMT)
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