04.02.2016 08:55:33
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NORSKE SKOGINDUSTRIER ASA ANNOUNCES EXTENSION OF EXCHANGE OFFERS AND CONSENT SOLICITATIONS
NORSKE SKOGINDUSTRIER ASA ANNOUNCES EXTENSION OF EXCHANGE OFFERS AND CONSENT SOLICITATIONS FOR THE EUR 121,421,000 11.75% SENIOR NOTES DUE 2016 (ISINs: XS0636567710 AND XS0636569922) AND EUR 218,106,000 7.00% SENIOR NOTES DUE 2017 (ISIN: XS0307552355).
February 4, 2016 - Norske Skogindustrier ASA (the "Parent") and NORSKE SKOG AS (the "QSF Exchange Notes Issuer") announce today that they are extending the Expiration Deadline (as defined herein) with respect to their invitation to holders (subject to the offer restrictions referred to below) of the outstanding EUR 121,421,000 11.75% senior notes due 2016 (the "2016 Notes") and EUR 218,106,000 7.00% senior notes due 2017 (the "2017 Notes" and together with the 2016 Notes, the "Relevant 2016/2017 Notes") to offer to exchange their Relevant 2016/2017 Notes for the applicable consideration, to be comprised of, in the case of (i) the 2016 Notes, the QSF exchange notes due 2026 (the "QSF Exchange Notes"), the exchange notes due 2019 (the "Exchange Notes due 2019"), the perpetual notes (the "Perpetual Notes") and the right to subscribe in cash for ordinary shares ("Ordinary Shares") of the Parent (the "Equity Subscription Rights") (collectively, the "2016 Notes Exchange Offer") and (ii) the 2017 Notes, the QSF Exchange Notes, the exchange notes due 2026 (the "Exchange Notes due 2026"), the Perpetual Notes and the Equity Subscription Rights (collectively, the "2017 Notes Exchange Offer", and together with the 2016 Notes Exchange Offer, the "Exchange Offers") and the Parent's solicitation of consents to certain amendments to the 2017 Notes (the "Consent Solicitations", and together with the Exchange Offers, the "Exchange Offers and Consent Solicitations").
The Exchange Offers and Consent Solicitations are made on the terms and subject to the conditions set out in the exchange offer and consent solicitation memorandum dated January 5, 2016, (the "Exchange Offer and Consent Solicitation Memorandum") and, as amended, will expire on the earlier of (i) 12:00 noon, London Time, on February 26, 2016 and (ii) 12:00 noon, London Time, on the business day following an announcement by the Parent that it has resolved to consummate the Exchange Offers on the terms set out in the Exchange Offer and Consent Solicitation Memorandum and to accept all Relevant 2016/2017 Notes validly tendered in the Exchange Offers, provided that the temporary restraining order is at that time no longer in effect (subject to the right of the Issuer to extend, re-open or terminate the Exchange Offers and Consent Solicitations) (the "Expiration Deadline"). The amended terms and conditions are set forth in supplement no. 1 dated February 4, 2016 (the "Supplement") to the Exchange Offer and Consent Solicitation Memorandum. Other than as set forth in the Supplement, all terms of the Exchange Offers and Consent Solicitations remain unchanged.
Copies of the Exchange Offer and Consent Solicitation Memorandum and the Supplement are available to Eligible Holders of the Relevant 2016/2017 Notes from the Exchange and Tabulation Agent as set out below.
Capitalized terms used in this announcement but not defined have the meanings given to them in the Exchange Offer and Consent Solicitation Memorandum.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Amendment of Expiration Deadline; Court Proceeding in the United States;
On February 2, 2016, Citibank, N.A., London Branch (the "Senior Secured Notes Trustee") filed a complaint and requested injunctive relief on behalf of holders of a majority of the Senior Secured Notes, seeking to halt the Exchange Offers. The Supreme Court of the State of New York granted the Senior Secured Notes Trustee's request for a temporary restraining order enjoining the Parent and the QSF Exchange Notes Issuer, among others, from taking any steps to pursue or consummate the Exchange Offers pending the outcome of a hearing scheduled for February 24, 2016 at 2:15pm New York time. The Parent and the QSF Exchange Notes Issuer intend to defend their position vigorously and believe the allegations made by the Senior Secured Notes Trustee in the court proceedings have no merit.
Therefore, the Exchange Offers and Consent Solicitations, previously set to expire at 12:00 noon, London time, on February 3, 2016, have been extended and are now set to expire on the earlier of (i) 12:00 noon, London time, on February 26, 2016, and (ii) 12:00 noon, London Time, on the business day following an announcement by the Parent that it has resolved to consummate the Exchange Offers on the terms set out in the Exchange Offer and Consent Solicitation Memorandum and to accept all Relevant 2016/2017 Notes validly tendered in the Exchange Offers, provided that the temporary restraining order is at that time no longer in effect. The time and date of the Meeting of Holders of the 2017 Notes, the Announcement of Results, the Adoption of Extraordinary Resolutions and the Settlement Date will be adjusted accordingly.
As of 12:00 noon London time today, more than 40% of the aggregate principal amount of the 2016 Notes and approximately 80% of the aggregate principal amount of the 2017 Notes have been validly tendered in the Exchange Offers. Participation by 2016 Notes is still not at satisfactorily levels.
Securityholders are advised to read carefully the Exchange Offer and Consent Solicitation Memorandum for full details of and information on the procedures for participating in the Exchange Offers and the Consent Solicitations.
Lucid Issuer Services Limited is acting as Exchange and Tabulation Agent.
Questions and requests for assistance in connection with the Exchange Offers and the Consent Solicitations may be directed to the Parent.
Norske Skog | ||
Norske Skog media Vice President Corporate Communication Carsten Dybevig +47 917 63 117 Email: exchangeoffer@norskeskog.com |
Norske Skog financial markets Vice President Investor Relations Tom Rogn +47 948 55 659 Email: exchangeoffer@norskeskog.com |
Questions and requests for assistance in connection with the delivery of Exchange Instructions may be directed to the Exchange Agent and Tabulation Agent.
Exchange and Tabulation Agent |
Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom For information by telephone: +44 20 7704 0880 Attention: Thomas Choquet/Yves Theis Email: norskeskog@lucid-is.com |
DISCLAIMER This announcement must be read in conjunction with the Exchange Offer and Consent Solicitation Memorandum and the Supplement. This announcement, the Exchange Offer and Consent Solicitation Memorandum and the Supplement contain important information which should be read carefully before any decision is made with respect to the Exchange Offers and Consent Solicitations. If you are in any doubt as to the contents of this announcement, the Exchange Offer and Consent Solicitation Memorandum or the Supplement or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Relevant 2016/2017 Notes 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 offer Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers. Neither the Exchange and Tabulation Agent, the QSF Exchange Notes Issuer nor the Parent makes any recommendation as to whether Noteholders should offer Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement, the Exchange Offer and Consent Solicitation Memorandum, nor the Supplement constitutes an invitation to participate in the Exchange Offers and Consent Solicitations in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement, the Exchange Offer and Consent Solicitation Memorandum and the Supplement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Exchange Offer and Consent Solicitation Memorandum or the Supplement comes are required by the Parent, the QSF Exchange Notes Issuer and the Exchange and Tabulation Agent to inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the Parent, the QSF Exchange Notes Issuer or the Exchange and Tabulation Agent in relation to the Exchange Offers that would permit a public offering of securities.
United States
Neither the Exchange Offers nor the Exchange Notes have been registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any other securities laws and the Exchange Offers are only directed at, and the Exchange Notes are only being offered and will only be issued to, holders of record of Relevant 2016/2017 Notes who can represent that they are either (i) "qualified institutional buyers" ("QIBs") (as defined in Rule 144A ("Rule 144A") under the Securities Act) or (ii) outside the United States and not US persons (as defined in Regulation S under the Securities Act ("Regulation S")) and are lawfully able to participate in the Exchange Offers in compliance with applicable laws of applicable jurisdictions (each such person, an "Eligible Holder"). Only Eligible Holders are authorized to receive or review the Exchange Offer and Consent Solicitation Memorandum and the Supplement or to participate in the Exchange Offers and the Consent Solicitations. For a description of restrictions on transfer of the Exchange Notes, see "Transfer Restrictions" in the Exchange Offer and Consent Solicitation Memorandum.
United Kingdom
The communication of the Exchange Offer and Consent Solicitation Memorandum and the Supplement by the Parent or the QSF Exchange Notes Issuer and any other documents or materials relating to the Exchange Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Parent or the QSF Exchange Notes Issuer or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
The Grand Duchy of Luxembourg
Neither this announcement, the Exchange Offer and Consent Solicitation Memorandum nor the Supplement have been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) (the "CSSF") for purposes of public offering or sale in the Grand Duchy of Luxembourg. Accordingly, the Exchange Notes may not be offered to the public in the Grand Duchy of Luxembourg, directly or indirectly, and neither the Exchange Offer and Consent Solicitation Memorandum, the Supplement, nor any other offering circular, prospectus, form of application, advertisement or other material related to the Exchange Offers may be distributed, or otherwise be made available in or from, or published in, the Grand Duchy of Luxembourg except if a prospectus has been duly approved by the CSSF in accordance with the law of 10 July 2005, on prospectuses for securities, as amended (the ''Prospectus Law'') or the offer benefits from an exemption to or constitutes a transaction otherwise not subject to the requirement to publish a prospectus for the purpose of the Prospectus Law.
Norway
The Exchange Offer and Consent Solicitation Memorandum and the Supplement have not been and will not be registered with the Financial Supervisory Authority of Norway. Accordingly, the Exchange Offer and Consent Solicitation Memorandum and the Supplement may not be made available, nor may Exchange Notes otherwise be marketed, in Norway other than in circumstances that are exempted from the prospectus requirements under the Norwegian Securities Trading Act (2007) chapter 7.
France
The Exchange Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Exchange Offer and Consent Solicitation Memorandum, the Supplement nor any other documents or offering materials relating to the Exchange Offers have been or shall be distributed to the public in France and only (a) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) , as defined in, and in accordance with, Articles L.411-2-II-1 and D.321-1 of the French Code monétaire et financier and/or (b) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, as defined in, and in accordance with, Articles L.411-2-II-2, D.411-1 D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier are eligible to participate in the Exchange Offers. Neither this announcement, the Supplement nor the Exchange Offer and Consent Solicitation Memorandum have been and will be submitted for clearance to nor approved by the Autorité des marchés financiers ("AMF").
Pursuant to Article 211-3 of the General Regulation of the AMF, Holders and any Direct Participant are informed that the Exchange Notes cannot be distributed (directly or indirectly) to the public in France otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia (the "Australian Corporations Act")) in relation to the Exchange Notes has been or will be lodged with the Australian Securities and Investments Commission ("ASIC"). Exchange Notes may not (directly or indirectly) be offered for issue, nor may applications for the issue or subscription of the Exchange Notes be invited, in, to or from Australia (including an offer or invitation which is received by a person in Australia) and no offering memorandum, advertisement or other offering material relating to the Exchange Notes may be distributed or published in Australia unless (i) the aggregate consideration payable by each offeree or invitee is at least AUD 500,000 (or its equivalent in other currencies, disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Parts 6D.2 or 7.9 of the Australian Corporations Act, (ii) the offer or invitation does not constitute an offer to a ''retail client'' as defined under and for the purposes of Section 761G of the Australian Corporations Act, (iii) such action complies with all applicable laws, regulations and directives and (iv) such action does not require any document to be lodged with ASIC.
Credit ratings in respect of the Exchange Notes, the QSF Exchange Notes Issuer and the Parent are for distribution to persons who are not a "retail client" within the meaning of section 761G of the Australian Corporations Act and are also sophisticated investors, professional investors or other investors in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Australian Corporations Act and in all cases in such circumstances as may be permitted by applicable laws in any jurisdiction in which an investor may be located. Anyone who is not such a person is not entitled to receive the Exchange Offer and Consent Solicitation Memorandum or the Supplement and anyone who receives the Exchange Offer and Consent Solicitation Memorandum or the Supplement must not distribute it to any person who is not entitled to receive it.
Switzerland
Neither this announcement, the Supplement nor the Exchange Offer and Consent Solicitation Memorandum constitute a public offering prospectus as that term is understood pursuant to Article 652a of the Swiss Code of Obligations. We have not applied for a listing of the Exchange Notes on the SWX Swiss Exchange and consequently the information presented in the Exchange Offer and Consent Solicitation Memorandum and the Supplement does not necessarily comply with the information standards set out in the relevant listing rules. The Exchange Notes may not be publicly offered in Switzerland. The Exchange Notes may be offered only to a selected number of individual investors in Switzerland, under circumstances which will not result in the Exchange Notes being a public offering within the meaning of Article 652a of the Swiss Code of Obligations. Each copy of the Exchange Offer and Consent Solicitation memorandum and the Supplement is addressed to a specifically named recipient and shall not be passed to a third party.
General
Neither this announcement, the Supplement nor the Exchange Offer and Consent Solicitation Memorandum constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Relevant 2016/2017 Notes and/or Exchange Notes, as applicable, (and offers of Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful.
Each Holder participating in an Exchange Offer or a Consent Solicitation will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set forth in "Procedures for Participating in the Exchange Offers and the Consent Solicitations" in the Exchange Offer and Consent Solicitation Memorandum. Any offer of Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers from a Holder that is unable to make these representations will not be accepted. Each of the Parent, the QSF Exchange Notes Issuer and the Exchange and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to the offer of Relevant 2016/2017 Notes for exchange pursuant to the Exchange Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Parent or the QSF Exchange Notes Issuer determines (for any reason) that such representation is not correct, such offer shall not be accepted.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Norske Skog via Globenewswire
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