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
results 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 meaning set forth in the Tender Offer
Memorandum.
The Expiration Deadline for the Offer was 5:00 p.m. (New York
time) on September 29, 2021. The Withdrawal Deadline for the Offer
was 5:00 p.m. (New York time) on September 29, 2021. As a result,
tendered Notes may no longer be withdrawn.
The table below contains a summary of the principal amount of
Notes PSH has accepted for purchase pursuant to the Offer following
the Expiration Deadline, being all Notes validly tendered and not
withdrawn by Holders by the Expiration Deadline.
Title of the ISIN / Common Principal amount Final Principal
Security Code outstanding as Acceptance amount
at the Launch Amounts(1) outstanding
Date after
Settlement
Date(1)
5.500 per Rule 144A: US$1,000,000,000 US$359,877,000 US$640,123,000
cent. Senior XS1242957006
Notes due (ISIN) /
2022 124295700
(Common Code)
Reg S:
XS1242956966
(ISIN) /
124295696
(Common Code)
(1) Assuming that all Notes tendered pursuant to the Guaranteed Delivery
Procedures are validly delivered by the Guaranteed Delivery Deadline.
The aggregate principal amount of Notes tendered pursuant to the
Guaranteed Delivery Procedures is US$0.
On September 29, 2021, the Company announced (i) the successful
pricing of EUR 500 million aggregate principal amount of Senior
Notes due 2027 at a coupon of 1.375% per annum (the "EUR Notes")
and (ii) the successful pricing of $700 million aggregate principal
amount of Senior Notes due 2031 at a coupon of 3.250% per annum
(the "USD Notes," together with the EUR Notes, the "New Notes").
Assuming successful settlement of the New Notes on the settlement
date of the New Notes Issuance, the Financing Condition to the
Offer will be satisfied.
Holders who tendered their Notes pursuant to the Guaranteed
Delivery Procedures set out in the Tender Offer Memorandum must
deliver such Notes no later than 5:00 p.m. (New York City time) on
the second Business Day after the Expiration Deadline, being
October 1, 2021.
Payment for the Notes validly tendered and accepted for purchase
will be made on the Settlement Date, expected to be October 4,
2021, the third Business Day after the Expiration Deadline. Holders
of Notes, if any, validly tendered pursuant to the guaranteed
delivery procedures by the Guaranteed Delivery Deadline and
accepted for purchase will receive payment on the Guaranteed
Delivery Settlement Date, expected to be October 4, 2021, the first
Business Day after the Guaranteed Delivery Deadline.
Following settlement 35.99 per cent. of the total aggregate
principal amount of the outstanding Notes will have been purchased
by PSH assuming that all Notes tendered pursuant to the Guaranteed
Delivery Procedures are validly delivered by the Guaranteed
Delivery Deadline.
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
Greenwich Street, Trading 4th Floor 5 Broadgate
New York, NY 10013 United States of London EC2M 2QS
America Attention: Liability United Kingdom
Management Toll Free: +1 (800) Attention: Liability Management Group
558-3745 Collect: +1 (212) 723-6106 Toll-Free: +1 (888) 719-4210
Call Collect: +1 (203) 719-4210
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/20210929006029/en/
CONTACT:
Pershing Square Holdings, Ltd.
SOURCE: Pershing Square Holdings, Ltd.
Copyright Business Wire 2021
(END) Dow Jones Newswires
September 30, 2021 02:00 ET (06:00 GMT)
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