NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (See “Offer Restrictions” below).
Akzo Nobel N.V. (the “Company”) announced today a debt tender offer for cash (the “Offer”) for any and all of its outstanding €750 million 4.25% Bonds 2003 due 2011 (the “Bonds”).
The Offer is made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated November 25, 2009 (the “Tender Offer Memorandum”), including offer restrictions (see "Offer Restrictions" below), and should be read in conjunction with the Tender Offer Memorandum. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.
The Company is under no obligation to accept any tender of Bonds for repurchase and may decide, in its sole discretion, to cancel the Offer at any time for any reason. Among other things, whether the Company will accept for repurchase Bonds validly tendered in the Offer is subject, at the option of the Company, to the raising by the Company of new financing, on terms satisfactory to the Company (in its sole discretion), in order to enable it to finance, in whole or in part, the Repurchase Price and Accrued Interest for the Bonds validly tendered for repurchase in the Offer.
The purpose of the Offer is to take advantage of current favourable market conditions in the debt capital markets and, in conjunction with a contemplated raising of new financing on the bond capital markets, to extend the Company's debt maturity profile. The decision as to whether to launch and terms of the contemplated new bond financing will be at the Company’s sole discretion and its decision will be influenced by, inter alia, the then prevailing market conditions and the number of Bonds validly tendered in the Offer.
The Company will pay for each €1,000 in nominal amount of the Bonds accepted by it for repurchase pursuant to the Offer the Repurchase Price to be determined at or around 4.00 p.m. Central European Time (“CET”) (the “Pricing Time”) on December 3, 2009 (the “Pricing Date”) in the manner described in the Tender Offer Memorandum by reference to the sum (such sum, the “Repurchase Yield”) of the Repurchase Spread of +0 basis points and the Interpolated Mid-Swap Rate. The Company will also pay, on the Settlement Date, Accrued Interest on such Bonds. A summary of the terms appear below:
|Description of the Bonds||ISIN/Common code/German securities code (WKN)||Outstanding nominal amount||Amount subject to the Offer||Repurchase Yield||Repurchase Spread|
|€750,000,000 4.25 per cent. Bonds 2003 due 2011||XS0170265341/ 017026534/ 874037||€ 750,000,000||Any and all||Sum of the Repurchase Spread and the Interpolated Mid-Swap Rate||+0 bps|
In order to be eligible to receive the Repurchase Price, Bondholders must validly tender their Bonds by 5.00 p.m. (CET) on December 2, 2009 (the “Expiration Deadline”), by delivering, or arranging to have delivered on their behalf, 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.
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.
The anticipated transaction timetable is summarized below:
|November 25, 2009||Launch Date|
|5.00 p.m. (CET) on December 2, 2009||Expiration Deadline|
|At or around 4.00 p.m. (CET) on December 3, 2009||Pricing Time and Pricing Date|
|As soon as practicable after the Pricing Time on the Pricing Date|
Announcement of Results and Repurchase Price
|December 10, 2009||Settlement Date|
Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc are acting as Dealer Managers for this Offer. Lucid Issuer Services Limited 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:
|Citigroup Global Markets Limited||Deutsche Bank AG, London Branch||The Royal Bank of Scotland plc|
Telephone: +44 20 7986 8969
: +44 20 7545 8011
: +44 20 7085 8056
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 you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including as to any tax consequences, from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Bonds 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 Bonds in the Offer. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether Bondholders should tender Bonds in the Offer.
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 Bonds, and tenders of Bonds in the Offer will not be accepted from Bondholders, 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 Bonds 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 Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds 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 Bonds 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.
Italy . The Offer is not being made, directly or indirectly, in 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, Bondholders are notified that, to the extent Bondholders are located or resident in Italy, the Offer is not available to them and they may not tender Bonds 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 Bonds may be distributed or made available in Italy.
This Offer is not being made and this announcement and the Tender Offer Memorandum are not being distributed to the public in the United Kingdom, France or Belgium. In such jurisdictions, only the following persons may participate in the Offer and receive this announcement and the Tender Offer Memorandum (as more fully set out in the Tender Offer Memorandum):
United Kingdom (investment professionals and persons within Article 43(2) or any other relevant exemption under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005) / France (certain qualified investors and providers of portfolio management investment services) / Belgium (qualified investors).