This announcement contains important information which should be read carefully before any decision is made with respect to the Offer (as defined below) and must be read in conjunction with the Offer to Purchase (as defined below). Any individual or company whose Notes (as defined below) are held by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity and instruct such entity, as the holder of such Notes, to tender their Notes in accordance with the customary procedures of Euroclear Bank S.A/N.V. or Clearstream Banking, societé anonyme, as applicable. Any holder of Notes (each a “Noteholder”) who is in doubt as to what action to take should contact an independent professional adviser for advice on the merits of the Offer including, without limitation, the tax consequences thereof. This announcement is being made by Gestamp Funding Luxembourg S.A., having its registered office at 7A, Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg.
Gestamp Funding Luxembourg S.A. — commencement of a tender offer for any and all of its 5.875% outstanding senior secured notes due 2020
Luxembourg, Grand Duchy of Luxembourg. May 3, 2016. Gestamp Funding Luxembourg S.A. (the “Company”) announced today that it has commenced a tender offer (the “Offer”) to repurchase for cash any and all of its outstanding 5.875% senior secured notes due 2020 (the “Notes”).
Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the indenture governing the Notes (the "Indenture") or in the Offer to Purchase dated May 3, 2016 (the “Offer to Purchase”). The Offer will be made solely by, and subject to terms and conditions set forth in, the Offer to Purchase, copies of which are available to Noteholders directly from the Tender Agent, subject to the offer and distribution restrictions set out in the Offer to Purchase.
Noteholders that submit a valid Electronic Instruction or Notice of Guaranteed Delivery (each as defined in the Offer to Purchase) on or before the Expiration Date 11:00 p.m., London time, on May 9, 2016 and whose Notes are accepted for purchase will receive the Total Consideration (as set forth below), plus accrued and unpaid interest (“Accrued Interest”) up to, but not including, the Payment Date (as defined below). No tenders will be valid if received by the Tender Agent after the Expiration Date. For the avoidance of doubt, no interest payment shall be payable on May 31, 2016 in respect of any Notes accepted for purchase pursuant to the Offer.
The Company is commencing the Offer as part of a refinancing transaction (the "Refinancing") pursuant to which the Company expects to issue, on or prior to the Payment Date (the "New Notes Issuance"), new senior secured notes (the "New Notes"), on terms and conditions satisfactory to the Company (the "Financing Condition"). The Offer is conditioned, among other conditions (the "General Conditions"), on the Financing Condition (the Financing Condition and the General Conditions referred to collectively as the "Conditions") as described in the Offer to Purchase. The purpose of the Offer is to acquire any and all outstanding Notes. Notes repurchased by the Company pursuant to the Offer will be cancelled and will not be re-issued or re-sold. The proceeds of the New Notes Issuance will be used, among other things, to purchase Notes pursuant to the Offer and, if required, fund the Post-Closing Redemption (as defined below). There can be no assurance that the Company will be able to complete the New Notes Issuance and satisfy the Conditions.
Subject to applicable law, the Company reserves the right, in its sole discretion, to waive any and all conditions to the Offer.
If the New Notes Issuance is completed, to the extent that less than 100% of the outstanding Notes are tendered and accepted for purchase pursuant to the Offer, the Company intends to redeem or satisfy and discharge any remaining Notes upon the terms and conditions set forth in the Indenture (the “Post-Closing Redemption”). This announcement does not constitute a notice of redemption or an obligation to issue a notice of redemption.
Any Notes validly tendered and accepted for purchase pursuant to the Offer and any Notes redeemed pursuant to the Post-Closing Redemption will be cancelled.
The above dates and times are subject, where applicable, to the right of the Company, in its sole discretion, to extend, re-open, amend and/or terminate the Offer, subject to applicable laws and as provided in the Offer to Purchase.
Participating in the Offer
Notes may only be tendered in minimum denominations of €100,000 and integral multiples of €1,000 thereafter. Tenders of the Notes pursuant to the Offer may only be withdrawn in accordance with the procedures described in the Offer to Purchase.
A holder or beneficial owner wishing to participate in the Offer must tender its Notes in accordance with the customary procedures of Euroclear or Clearstream, as the case may be. Noteholders and beneficial owners should check with the bank, securities broker or any other intermediary through which they hold their Notes whether such intermediary will apply different deadlines for participation to those set out in the Offer to Purchase and, if so, they should follow those deadlines.
Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This announcement is not an offer to purchase or a solicitation of an offer to purchase. The Offer is being made solely by the Company pursuant to the Offer to Purchase. The Offer is not being made to, nor will the Company accept tenders of Notes from, Noteholders in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
Gestamp is a global leader in the design, development and manufacture of metal components and units for the leading car manufacturers. Gestamp specialises in the development of innovatively designed products in order to create increasingly safe and lightweight vehicles, thereby constantly improving energy consumption and environmental impact. Its products are used in all areas of bodywork, chassis and mechanisms.
Gestamp operates in 20 countries, with 95 industrial plants, 12 R&D centres and over 33,000 employees worldwide. In 2015, its turnover was 7.035 billion euros.
For further information:
Deutsche Bank AG, London Branch is acting as Dealer Manager and Lucid Issuer Services Limited is acting as Tender Agent. Their contact details can be found below.
A complete description of the terms and conditions of the Offer are set out in the Offer to Purchase. Further details on the transaction can be obtained as set forth below.
Copies of the Offer to Purchase and the Notice of Guaranteed Delivery are available at the following web address: https://library.lucid-is.com/gestamp.
Requests for information in relation to the Offer should be directed to:
The Dealer Manager:
Deutsche Bank AG, London Branch
1 Great Winchester Street
London EC2N 2DB
Attention: Liability Management Group
Tel: +44 (0) 20754 58011
Requests for information in relation to the procedures for tendering Notes and participating in the Offer and the submission of an Electronic Instruction or Notice of Guaranteed Delivery and for copies of the Offer to Purchase should be directed to the Tender Agent:
The Tender Agent:
Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HA
Attention: Victor Parzyjagla
Tel: +44 (0) 20 7704 0880
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This announcement contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition and results of operations. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as the words “expect”, “estimate”, “project”, “anticipate”, “believes”, “should”, “could”, ‘intend”, “plan”, “probability”, “risk”, “target”, “goal”, “objective”, “may”, “will”, “endeavour”, “outlook”, “optimistic”, “prospects” or by the use of similar expressions or variations on such expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on current plans, estimates and projections, and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially from the future results expressed or implied by such forward-looking statements. Because the factors referred to in this announcement could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made in this announcement by us or on our behalf, we caution you against relying on any of these forward-looking statements. Furthermore, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors will emerge in the future, and it is not possible for us to predict such factors. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statements.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do 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 Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Offer to Purchase come are required by each of the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Neither this announcement nor the Offer to Purchase 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 (the “FSMA”). Accordingly, this announcement, the Offer to Purchase and such other 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 this announcement, the Offer to Purchase and such other documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that they are only being distributed to and are only directed at: (i) 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 “Financial Promotion Order”)); (ii) persons falling within Article 43 of the Financial Promotion Order; (iii) any other persons to whom this announcement, the Offer to Purchase and such other documents and/or materials may otherwise lawfully be communicated under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This announcement, the Offer to Purchase and such documents and/or materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement or the Offer to Purchase relates is available only to relevant persons and will be engaged in only with relevant persons.
Neither this announcement, the Offer nor any other documents or materials relating to the Offer have been or will be submitted for approval of or recognition by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) as the Offer is not subject to such approval or recognition given that it is not being made in the Kingdom of Spain by way of a public offering of securities in accordance with article 35 of the Securities Market Act (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores), as amended and restated, or pursuant to an exemption from registration in accordance with Royal Decree 1310/2005 as amended (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), and any regulations developing it which may be in force from time to time.
The Offer is not being made, directly or indirectly, to the public in France. Neither this announcement nor the Offer to Purchase nor any other documents or offering 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) acting for their own account, other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer. The Offer to Purchase has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offer have been or will not be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”), pursuant to applicable Italian laws and regulations.
The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the “CONSOB Regulation”). The Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the CONSOB Regulation.
Noteholders or beneficial owners of the Notes located in Italy can tender the Notes through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No.16190 of October 29, 2007, 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 or the Offer.
Neither this announcement, nor the Offer to Purchase nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offer. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offer.
The terms and conditions relating to this announcement and the Offer to Purchase have not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg (“Luxembourg”). Accordingly, the Offer may not be made to the public in Luxembourg, directly or indirectly, and none of this announcement, the Offer to Purchase or any other prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities.
The Offer is not being made, directly or indirectly, to the public in The Netherlands. Neither this announcement, the Offer to Purchase nor any other document or material relating to the Offer has been or shall be distributed to the public in The Netherlands and only (i) legal entities which are qualified investors (as defined in the Prospectus Directive and which includes authorized discretionary asset managers acting for the account of retail investors under a discretionary investment management contract) in the Netherlands, (ii) standard logo and exemption wording is disclosed, as required by article 5:20(5) of the Dutch Financial Supervision Act (Wet op hetfinancieel toezicht), or such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not applicable are eligible to participate in the Offer.
This announcement, the Offer to Purchase and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in any 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 Offer to be made by a licensed broker or dealer and either the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Dealer Manager or affiliate, as applicable, on behalf of the Company in such jurisdiction. Each Noteholder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out under the heading “Procedures for Tendering Notes” in the Offer to Purchase. Any tender of Notes for purchase pursuant to an offer from a Noteholder that is unable to make these representations may be rejected. The Company, the Dealer Manager and the Tender Agent reserve the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an 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 may be rejected.
This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase 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 or is unsure of the impact of the implementation of the Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose 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 tender its Notes in the Offer. None of the Company, the Tender Agent or the Dealer Manager makes any recommendation whether a holder of Notes should tender such Notes in the Offer.
Any deadlines set by any intermediary or clearing system may be earlier than the deadlines specified in the Offer to Purchase.