http://www.businesswire.com/news/home/20091116005897/en
LONDON--(Business Wire)--
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED
OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR
IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (SEE
"OFFER RESTRICTIONS" BELOW).
16 November 2009
TATE & LYLE INTERNATIONAL FINANCE PLC
LAUNCHES CASH TENDER OFFER
Tate & Lyle PLC (Tate & Lyle) announces that its subsidiary, Tate & Lyle
International Finance PLC (the Company) is inviting holders of its £200,000,000
6.50 per cent. Notes due 2012 (the Notes) issued under the €1,000,000,000 Note
Programme of the Company and Tate & Lyle to tender their Notes for repurchase by
it for cash (the Offer).
The Offer is made on the terms and subject to the conditions contained in the
tender offer memorandum dated 16 November 2009 (the Tender Offer Memorandum) and
should be read in conjunction with the Tender Offer Memorandum. Capitalised
terms used but not otherwise defined in this announcement shall have the meaning
given to them in the Tender Offer Memorandum.
The Offer is being made as part of Tate & Lyle's ongoing management of its
balance sheet and debt maturity profile.
The Company also announces today its intention to issue new sterling -
denominated notes, subject to market conditions.
The price payable for the Notes accepted for repurchase (the Repurchase Price)
will be determined at or around 2 p.m., London Time (the Pricing Time) on
Tuesday, 24 November 2009 (the Pricing Date) in accordance with market
convention by reference to the annual equivalent of the sum of (i) the
Repurchase Spread and (ii) the Benchmark Security Rate. The Company will also
pay Accrued Interest on those Notes accepted for repurchase pursuant to the
Offer, all as further detailed in the Tender Offer Memorandum.
The Company proposes to accept up to £70,000,000 in aggregate nominal amount of
the Notes (the Maximum Acceptance Amount) for repurchase pursuant to the Offer
(although the Company reserves the right, in its sole discretion, to accept more
than the Maximum Acceptance Amount for repurchase). If the aggregate nominal
amount of Notes tendered for repurchase is greater than the Maximum Acceptance
Amount, Notes will be accepted for repurchase by the Company on a pro rata
basis, as further set out in the Tender Offer Memorandum.
A summary of the terms appear below:
Description of the Notes Common code/ISIN Outstanding nominal amount Amount subject to the Offer Benchmark Security Repurchase Spread
£200,000,000 6.50 per cent. Notes due 2012 015013087/ £200,000,000 Subject as set out herein, an aggregate nominal amount of up to £70,000,000 5.00 per cent. UK Treasury Gilt due 7 March 2012 180 bps
XS0150130879
In order to be eligible to receive the Repurchase Price and Accrued Interest,
Noteholders must validly tender their Notes by 4.00 p.m. (London time) on 23
November 2009 (the Expiration Deadline), by delivering, or arranging to have
delivered on their behalf, in accordance with the procedures set out in the
Tender Offer Memorandum under "Procedures for Participating in the Offer", a
valid Tender Instruction that is received by the Tender Agent by the Expiration
Deadline. The deadlines set by any intermediary or clearing system will be
earlier than the deadline specified above.
The Company will announce at 10.00 a.m. on 24 November 2009 whether it accepts
for repurchase Notes validly tendered in the Offer and the aggregate nominal
amount of such Notes (if any) and the pro ration factor, if any.
Subject to applicable law and as provided in the Tender Offer Memorandum, the
Company may, in its sole discretion, extend, re-open, amend, waive any condition
of or terminate the Offer at any time.
Tenders of Notes in the Offer will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum under "Amendment and
Termination".
Unless stated otherwise, announcements will be made by the issue of a press
release to RNS and/or a Notifying News Service and/or by delivery of notices to
the Clearing Systems for communication to Direct Participants and may also be
found on the relevant Reuters International Insider Screen. Copies of all
announcements, notices and press releases can also be obtained from the Tender
Agent, the contact details for which can be found below.
Significant delays may be experienced in respect of notices delivered to the
Clearing Systems and Noteholders are urged to contact the Dealer Managers or the
Tender Agent for the relevant announcements during the course of the Offer, the
contact details for which are below.
The anticipated transaction timetable is summarised below:
Date and time Event
Monday, 16 November 2009 Launch Date
Monday, 23 November 2009 at 4.00 p.m. (London time) Expiration Deadline
Tuesday, 24 November 2009 at or around 10.00 a.m. (London time) Announcement of Acceptance and Results
Tuesday, 24 November 2009 at or around 2.00 p.m. (London time) Pricing Date and Time
Determination and announcement of the
Repurchase Price (as soon as practicable
after such determination)
(including the Benchmark Security Rate
and Repurchase Yield)
Friday, 27 November 2009 Settlement Date
This is an indicative timetable and may be subject to change. Noteholders are
advised to check with any bank, securities broker or other intermediary through
which they hold Notes whether such intermediary would require to receive
instructions to participate in the Offer before the deadlines specified above.
Barclays Bank PLC and The Royal Bank of Scotland plc are acting as Dealer
Managers for this Offer. The Bank of New York Mellon is acting as Tender Agent.
For detailed terms of the Offer please refer to the Tender Offer Memorandum
which (subject to distribution restrictions) can be obtained from the Dealer
Managers and the Tender Agent referred to below:
THE DEALER MANAGERS
Barclays Bank PLC The Royal Bank of Scotland plc
5 The North Colonnade 135 Bishopsgate
Canary Wharf London EC2M 3UR
London E14 4BB
For information by telephone: For information by telephone:
020 7773 8890 020 7085 8056/3781
Attention: Liability Management Group Attention: Andrew Burton/Gianmarco Deiana
Email: eu.lm@barcap.com Email: liabilitymanagement@rbs.com
THE TENDER AGENT
The Bank of New York Mellon
One Canada Square
London E14 5AL
For information by telephone: +44 207 964 4958
Attention: Les Cummings/Andrew Rogers
Email: Eventsadmin@bnymellon.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. If any Noteholder is in any doubt as to the action it should take, it is
recommended to seek its own financial advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor, accountant or other
independent financial adviser. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to tender Notes in the Offer. None of the
Company, the Dealer Managers or the Tender Agent nor any of their respective
directors, employees or affiliates makes any recommendation whether Noteholders
should tender Notes in the Offer.
OFFER RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitute an
invitation to participate in the Offer in any jurisdiction in which, or to any
person 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 and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or the Tender Offer Memorandum comes are required by the
Company and the Dealer Managers to inform themselves about and to observe any
such restrictions. Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or a solicitation of an offer to sell the Notes, and
tenders of Notes in the 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 the Offer to
be made by a licensed broker or dealer and either Dealer Manager or any of their
respective affiliates is such a licensed broker or dealer in such jurisdictions,
the Offer shall be deemed to be made by such Dealer Manager or affiliate (as the
case may be) on behalf of the Company in such jurisdictions.
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. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the Offer by any such
use, means, instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly, copies of 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 persons
located or resident in the United States. Any purported tender of Notes in the
Offer resulting directly or indirectly from a violation of these restrictions
will be invalid and any purported tender of Notes made by a person located 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 will not be accepted. Each holder of Notes participating in the
Offer will represent that it is not located in the United States and is not
participating in the Offer from the United States or 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. For
the purposes of this paragraph, "United States" means the United States of
America, its territories and possessions, any state of the United States of
America and the District of Columbia.
United Kingdom
The communication of 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. 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 as a financial promotion is only being made 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 within Article 43(2)
of the Order, or to other persons to whom it may lawfully be communicated in
accordance with the Order.
Italy.
The Offer is not being made, directly or indirectly, in the Republic of Italy
(Italy). The Offer and the Tender Offer Memorandum have not been submitted to
the clearance procedure of the Commissione Nazionale per le Società e la Borsa
(CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders are
notified that, to the extent Noteholders are located or resident in Italy, the
Offer is not available to them and they may not tender Notes in the Offer and,
as such, any Tender Instructions received from such persons shall be ineffective
and void, and neither the Tender Offer Memorandum nor any other documents or
materials relating to the Offer or the Notes may be distributed or made
available in Italy.
Belgium
Neither the Tender Offer Memorandum nor any other documents or materials
relating to the Offer have been submitted to or will submitted for approval or
recognition to the Belgian Banking, Finance and Insurance Commission (Commission
bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en
Assurantiewezen) and, accordingly, the Offer may not be made in Belgium by way
of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007
on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June
2006 on the public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, each as amended or replaced from
time to time. Accordingly, the Offer may not be advertised and the Offer will
not be extended, and neither the Tender Offer Memorandum nor any other documents
or materials relating to the Offer (including any memorandum, information
circular, brochure or any similar documents) has been or shall be distributed or
made available, directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law of 16 June
2006 (as amended from time to time), acting on their own account. Insofar as
Belgium is concerned, the Tender Offer Memorandum has been issued only for the
personal use of the above qualified investors and exclusively for the purpose of
the Offer. Accordingly, the information contained in the Tender Offer Memorandum
may not be used for any other purpose or disclosed to any other person in
Belgium.
France
The Offer is not being made, directly or indirectly, to the public in the
Republic of France (France). Neither the Tender Offer Memorandum nor any other
documents or materials relating to the Offer have been or shall be distributed
to the public in France and only (i) 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)
and/or (ii) qualified investors (investisseurs qualifiés) other than individuals
in each case acting on their own account, all as defined in, and in accordance
with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code
monétaire et financier,are eligible to participate in the Offer. The Tender
Offer Memorandum has not been and will not be submitted for clearance to nor
approved by the Autorité des Marchés Financiers.
Tate & Lyle PLC
Copyright Business Wire 2009
