Genneia S.A. announces the commencement of the Exchange Offer and Consent Solicitation relating to any and all of its outstanding 8.750% Series "XX" Notes due 2022 and any and all of its outstanding Notes due January 22, 2022
BUENOS AIRES, Argentina, Aug. 2, 2021 /PRNewswire/ -- Genneia S.A. (the "Company") hereby announces the commencement of (i) its offer to exchange (the "Offer" or "Exchange Offer") any and all of its outstanding 8.750% Series "XX" Notes due 2022 (the "Series XX Notes") and any and all outstanding Notes due January 22, 2022 (the "Private Notes" and together with the Series XX Notes, the "Existing Notes") for its newly issued 8.750% Senior Secured Notes due 2027 Senior (the "New Notes") and cash, as applicable and (ii) its solicitation of consents (the "Consent Solicitation"), upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum (the "Exchange Offer and Consent Solicitation Memorandum"), dated August 2, 2021, the related Eligibility Letter, and, where applicable, the related Transfer Certificate (together, the "Offer Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer Documents.
Only holders who have returned a duly completed Eligibility Letter certifying that they are (1) "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (2) holders of Existing Notes other than "U.S. persons" (as defined in Rule 902 under the Securities Act) who are located outside of the United States, who are qualified offerees in other jurisdictions are authorized to receive the Exchange Offer and Consent Solicitation Memorandum and to participate in the Exchange Offer (such holders, "Eligible Holders"). Additional eligibility criteria apply to holders resident in Canada. Eligible Holders in Argentina are urged to read, must follow the procedures set forth in, and must rely exclusively on, the Argentine Exchange Offer and Consent Solicitation Memorandum.
Option A |
or |
Option B(4) |
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Existing Notes |
ISINs |
CUSIPs |
Aggregate Principal Amount of Existing Notes Outstanding |
Early Tender Consideration(2) |
Late Tender Consideration(2) (Principal Amount of New Notes) |
Early Tender Consideration(2) |
Early Cash Consideration(2) |
Late Tender Consideration(2) (Principal Amount of New Notes) |
||
1 |
8.750% Series "XX" |
US372319AA15 (144A) / USP46756AH86 (Reg S) |
372319 AA1 (144A) / |
US$500,000,000 |
US$1,010-1,020(3)(5) |
US$970 |
Maximum of US$800 (or US$700 considering the Withdrawal Threshold)(5)(6) |
Minimum of US$200 (or US$300 considering the Withdrawal Threshold)(5)(6) |
US$970 |
|
2 |
Private Notes due January 22, 2022 |
XS1923602772 |
N/A |
US$53,286,000 |
US$1,010-1,020 (3) (5) |
US$970 |
N/A |
N/A |
N/A |
Notes: |
|
(1) |
The Series XX Notes are currently listed on the Luxembourg Stock Exchange and traded on its Euro MTF Market and are listed on the ByMA (as defined below) and are traded on the MAE (as defined below). |
(2) |
Per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange. The Exchange Consideration (as defined below) does not include the Accrued Interest Payment (as defined below). No separate or additional consideration will be paid in connection with the Solicitation (as defined below). |
(3) |
Tender Orders of Existing Notes submitted under Option A at or prior to the Early Tender Date will receive (a) 1,000 principal amount of New Notes per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange, plus (b) up to a maximum total aggregate principal amount of US$2,000,000 of New Notes payable pro rata, such that each Eligible Holder receives a minimum of US$1,010 and a maximum of US$1,020 per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange. Tender Orders of Series XX Notes (as defined below) in exchange for Early XX A Consideration (as defined below) will be accepted on a pro rata basis up the Option A Maximum Amount (as defined below). Tender Orders of Series XX Notes validly submitted at or prior to the Early Tender Date in excess of the Option A Maximum Amount will be, on a pro rata basis, automatically deemed submitted in exchange for Early XX B Consideration (as defined below). Tender Orders of Private Notes may only be made in exchange for Option A and consequently, will not be subject to proration. In other words, Tender Orders of Private Notes in exchange for Early Private Consideration will have priority over Tender Orders of Series XX Notes submitted in exchange for Early XX A Consideration. |
(4) |
Holders of Series XX Notes validly submitting Tender Orders at or prior to the Early Tender Date in exchange for the Early XX B Consideration will receive a mix of Early Cash Consideration and New Notes, such that the total Early XX B Consideration per US$1,000 principal amount of Series XX Notes validly tendered and accepted for exchange will be equal to US$1,000 of Early Cash Consideration and principal amount of New Notes. The total Early Cash Consideration is US$100,000,000, payable on a pro rata basis to Eligible Holders of Series XX Notes, validly submitting Tender Orders at or prior to the Early Tender Date in exchange for Early XX B Consideration. At the Early Tender Date, the pro rata amount of Early Cash Consideration and New Notes will be determined based on the principal amount of Series XX Notes validly tendered and accepted in exchange for the Early XX B Consideration. The Late XX B Consideration will consist of New Notes only, without any Early Cash Consideration. |
(5) |
If the Withdrawal Threshold (as defined below) is exceeded by the Early Tender Date, an Extended Withdrawal Period (as defined below) will be granted. Revocations of Tender Orders, submitted during the Extended Withdrawal Period, may change the participation in the Early A Consideration and the Early XX B Consideration, and consequently change any applicable proration factor in and composition of the Early A Consideration and the composition of the Early XX B Consideration. |
(6) |
The Withdrawal Threshold will effectively allow revocations of Tender Orders during the Extended Withdrawal Period if the Early Cash Consideration would be less than US$300 per US$1,000 principal amount of Existing Notes validly tendered at or prior to the Early Tender Date and accepted for exchange. |
Exchange Consideration
Eligible Holders of Series XX Notes, for their Tender Orders validly submitted at or prior to the Early Tender Date, may choose between two, exclusive, consideration options, detailed in the table above, in the columns under the headings "Option A" and "Option B".
Eligible Holders of Series XX Notes who validly submit a Tender Order after the Early Tender Date but at or prior to the Expiration Date will not be eligible to choose between different consideration options. For the avoidance of doubt, the consideration for such Tender Orders will be the same under "Option A" or "Option B".
Eligible Holders of Private Notes will not be eligible to choose between different consideration options. The consideration for Tender Orders for Private Notes will always be under Option A.
Early Tenders of Series XX Notes under Option A and Early Tenders of Private Notes
a) Consideration: Tender Orders of Existing Notes submitted under Option A at or prior to the Early Tender Date will receive (a) US$1,000 principal amount of New Notes per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange, plus (b) up to a maximum total aggregate principal amount of US$2,000,000 of New Notes payable pro rata, such that each Eligible Holder receives a minimum of US$1,010 and a maximum of US$1,020 principal amount of New Notes per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange.
For example, if the participation in the Early A Consideration is (i) up to US$100 million aggregate principal amount of Existing Notes, each Eligible Holder will receive US$1,020 principal amount of New Notes per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange, (ii) between US$100 million and US$200 million aggregate principal amount of Existing Notes, each Eligible Holder will receive between US$1,020 and US$1,010 principal amount of New Notes per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange, and (iii) US$200 million aggregate principal amount of Existing Notes, each Eligible Holder will receive US$1,010 principal amount of New Notes per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange.
The amount of the Early A Consideration (as defined below) will be determined on the Early Tender Date, unless the Extended Withdrawal Period is granted, as described below. The level of participation in Option A and, therefore, the proration of the amounts described in item (b) above may vary after the Early Tender Date if the Withdrawal Threshold is exceeded and the Extended Withdrawal Period is granted.
b) Maximum applicable to Series XX Note Tenders, proration: If the exchange of all validly tendered Existing Notes would cause us to exchange a principal amount of Existing Notes greater than US$200 million, then Option A will be oversubscribed, we will accept for exchange Series XX Notes under Option A on a prorated basis, with the aggregate principal amount of each Holder's validly tendered Series XX Notes accepted for exchange determined by multiplying each Holder's tender by the applicable proration factor, and rounding the product down to the nearest $1,000 principal amount. Tender Orders of Series XX Notes will be accepted up to the Option A Maximum Amount. The "Option A Maximum Amount" means US$200 million aggregate principal amount of Existing Notes, after deducting from such principal amount any and all Tender Orders of Private Notes principal amounts, in each case, validly submitted at or prior the Early Tender Date that are accepted. Tender Orders of Series XX Notes validly submitted under Option A at or prior to the Early Tender Date (as defined below) in excess of the Option A Maximum Amount will be, on a pro rata basis, automatically deemed submitted in exchange for Early B XX Consideration under Option B. The application of the Option A Maximum Amount and the proration may vary if the Withdrawal Threshold is exceeded and the Extended Withdrawal Period is granted.
c) Priority of Private Notes: Tender Orders of Private Notes may only be made in exchange for Option A and consequently, will not be subject to the Option A Maximum Amount or proration. In other words, Tender Orders of Private Notes under Option A will have priority over Tender Orders of Series XX Notes submitted under Option A.
The consideration received by holders of Existing Notes under this section is referred to as "Early A Consideration".
Early Tenders of Series XX Notes under Option B
a) Consideration: Tender Orders of Series XX Notes submitted under Option B at or prior to the Early Tender Date will receive a principal amount of New Notes as set forth in the first row of the table above under the heading "Option B – Early Tender Consideration", plus the applicable pro rata amount of Early Cash Consideration (as defined below) (together, the "Early XX B Consideration"). The total Early Cash Consideration is US$100 million, payable on a pro rata basis (the "Early Cash Consideration"). The Early XX B Consideration will consist of a combination of Early Cash Consideration and New Notes, so that the total Early XX B Consideration will be equal to US$1,000 of Early Cash Consideration and principal amount of New Notes per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange. The combination of Early Cash Consideration and New Notes could vary from a minimum of US$200 (or US$300 considering the Withdrawal Threshold) Early Cash Consideration and a maximum of US$800 (or US$700 considering the Withdrawal Threshold) principal amount of New Notes, to approximately US$500 Early Cash Consideration and approximately US$500 principal amount of New Notes, depending on Eligible Holders' participation. The combinations described may vary if the Minimum Tender Condition (as defined below) is waived by us, as we may do in our sole discretion.
The composition of the Early XX B Consideration between Early Cash Consideration and New Notes will be determined on the Early Tender Date, unless the Extended Withdrawal Period is granted. The composition of the Early XX B Consideration, between Early Cash Consideration and the New Notes, may vary after the Early Tender Date if the Withdrawal Threshold is exceeded and the Extended Withdrawal Period is granted, potentially increasing the amount of Early Cash Consideration and reducing the principal amount of New Notes therein.
The Early A Consideration and the Early XX B Consideration together are referred to as "Early Tender Consideration".
Late Tenders of Existing Notes
Eligible Holders of Existing Notes who validly submit a Tender Order after the Early Tender Date but at or prior to the Expiration Date will be eligible to receive, for each US$1,000 principal amount of Existing Notes, US$970 of New Notes (the "Late Tender Consideration").
Consideration for Series XX Notes, either under Option A or B, and Private Notes, submitted after the Early Tender Date but at or prior to the Expiration Date is the same.
The Early Tender Consideration and the Late Tender Consideration together are referred to as "Exchange Consideration".
Withdrawal Threshold
If Tender Orders in excess of US$333.3 million of the aggregate outstanding principal amount of Series XX Notes (the "Withdrawal Threshold") are validly submitted in exchange for Early XX B Consideration, which would result in a composition of 30% Early Cash Consideration and 70% principal amount of New Notes, then the period under which Tender Orders can be revoked will be extended for two Business Days following the Early Tender Date (the "Extended Withdrawal Period"). During such period, Eligible Holders who validly submitted Tender Orders will be able to revoke such Tender Orders.
If applicable, we will announce the commencement of the Extended Withdrawal Period, together with the results of the Exchange Offer as of the Early Tender Date, on the business day following the Early Tender Date.
Revocation of Tender Orders submitted under Option A during the Extended Withdrawal Period will reduce the level of participation under Option A, consequently reducing, if the Option A was oversubscribed, the amount of Tender Orders rejected from Option A on a pro rata basis and deemed as submitted under Option B pursuant to the Option A Maximum Amount, affecting the levels of participation under Option A and Option B.
In addition, revocations submitted during the Extended Withdrawal Period may affect the composition of:
(i) The Early A Consideration, as the aggregate principal amount of US$2,000,000 of New Notes payable pro rata under Option A will be distributed on a pro rata basis over the Tender Orders submitted under Option A after (y) deducting any Tender Orders revoked during the Extended Withdrawal Period, and (z) to the extent Option A was oversubscribed, accepting under Option A, to the extent possible but subject to the Option A Maximum Amount, the Tender Orders of Series XX Notes that were validly submitted under Option A, but due to the Option A Maximum Amount were, on a pro rata basis, deemed submitted under Option B.
(ii) The Early XX B Consideration, as the Early Cash Consideration will be distributed on a pro rata basis over the Tender Orders submitted under Option B after deducting (i) any Tender Orders revoked during the Extended Withdrawal Period, and (ii) any Tender Orders deemed to be submitted under Option B, due to oversubscription of Option A, that would be then re-submitted under Option A, as a result of a reduction of the oversubscription of Option A, due to the exercise of withdrawal rights during the Extended Withdrawal Period.
The Exchange Consideration will depend on the level of participation in the Offer, the options chosen by Eligible Holders of Series XX Notes and the application of the Option A Maximum Amount and proration. The Exchange Consideration may also vary after the Early Tender Date if the Withdrawal Threshold is exceeded and the Extended Withdrawal Period is granted.
Accrued Interest
In addition to the Exchange Consideration, Eligible Holders whose Existing Notes are accepted for exchange in the Exchange Offer will also receive all accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date (as defined below) (such payment, the "Accrued Interest Payment"), to be paid in cash on the Settlement Date.
The Offer will expire at 5:00 p.m., New York City time, on August 30, 2021, (such date and time with respect to the Offer, as the same may be extended with respect to such Offer, the "Expiration Date"). In order to be eligible to receive the Early Tender Consideration, Eligible Holders of Existing Notes must tender their Existing Notes on or prior to 5:00 P.M. New York City time on August 16, 2021, (such date and time, as the same may be extended, the "Early Tender Date"). Eligible Holders of Existing Notes who validly tender their Existing Notes after the Early Tender Date, but on or prior to the Expiration Date will be eligible to receive the Late Tender Consideration. Existing Notes validly tendered may be validly withdrawn at any time prior to 5:00 p.m., New York City time on August 16, 2021 unless extended by the Company in its sole discretion (such date and time, as the same may be extended, the "Withdrawal Date"), but not thereafter.
Certain of the foregoing dates may be extended for approximately two business days in the event that the Withdrawal Threshold is exceeded and, therefore, the Withdrawal Extended Period is granted.
We will not be required to consummate the Offer and Solicitation, and we may terminate the Offer and Solicitation or, at our option, withdraw, modify, extend or otherwise amend the Offer and Solicitation at any time prior to or concurrently with the expiration of the Offer and Solicitation, as extended for any reason in our sole discretion, including without limitation, if any of the following conditions have not been satisfied or waived (if permitted): (1) the submission of (i) at least 70% of the aggregate outstanding principal amount of the Series XX Notes in the Offer and Solicitation, and (ii) more than 50% of the aggregate outstanding principal amount of Private Notes in the Offer and Solicitation (together, the "Minimum Tender Condition"); (2) prior to the consummation of the Offer and Solicitation, none of the Company's material credit facilities with banks or other lenders in the form of revolving credit loans, term loans, letters of credit or bankers' acceptances or the like and under which the proceeds are applied solely for working capital purposes , shall have been accelerated, terminated or otherwise materially adversely modified by the relevant bank counterparties; (3) the Series XX Notes Trustee under the Series XX Notes Indenture shall not have, at any time prior to the consummation of the Offer and Solicitation, taken any action that materially adversely affects the consummation of the Offer and Solicitation; and (4) no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality, that prohibits, prevents, restricts or delays consummation of the Offer and Solicitation.
Due to the current macroeconomic situation in Argentina, we may not be able to refinance our debt under the Existing Notes in advance to their maturity. Additionally, foreign exchange regulations may prevent us from accessing the foreign exchange market, in order to repay outstanding principal under the Existing Notes. Therefore, if we are unable to consummate the Exchange Offer, we may not be able to repay our debt under the Existing Notes at maturity.
If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
Each Eligible Holder that submits (and does not validly revoke) a Tender Order in respect of any Existing Notes (i) in the case of Series XX Notes, thereby also consents to the actions as proposed in the Exchange Offer and Consent Solicitation Memorandum, including to authorize and direct the indenture trustee for the Series XX Notes, U.S. Bank National Association, to enter into a Supplemental Indenture in order to modify the Series XX Notes Indenture with respect to any Series XX Notes that remain outstanding after giving effect to the Exchange Offer, and (ii) in the case of Private Notes, must submit, together with its Tender Order, a Transfer Certificate (together with the consent described in (i) above, the "Consents") waiving the Issuer's obligations to comply with Sections 7.06 (Limitation on Debt) and 7.09 (Limitation on Liens) of the Private Notes, in connection with the Exchange Offer, in the terms and subject to the conditions set forth in this Exchange Offer and Consent Solicitation Memorandum (the "Solicitation").
Global Bondholder Services Corporation will act as the Exchange and Information Agent for the Offer. Questions or requests for assistance related to the Offer or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at (866) 807-2200 (toll free). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Offer Documents are available for Eligible Holders at the following web address: https://gbsc-usa.com/eligibility/genneia.
BofA Securities, Inc. and J.P. Morgan Securities are acting as dealer managers and solicitation agents for the Offer and Solicitation.
Subject to applicable law, the Offer and Solicitation may be amended in any respect, extended or, upon failure of a condition to be satisfied or waived or terminated at any time and for any reason prior to the Expiration Date. We reserve the right to amend, at any time, the terms of the Offer and Solicitation (including, without limitation, the conditions thereto) in accordance with applicable law. We will give Eligible Holders notice of any amendments and will extend the Expiration Date if required by applicable law. During the course of this Exchange Offer, on or about August 11, 2021, we expect to issue our unaudited consolidated financial statements as of and for the six-month period ended June 30, 2021 in a supplement hereto.
Eligible Holders of Existing Notes are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes as to when such intermediary would need to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, the Offer before the deadlines specified in the Offer Documents. The deadlines set by any such intermediary for the submission of instructions will be earlier than the relevant deadlines specified above.
Important Notice
This announcement is not an offer of securities for sale in the United States, and none of the New Notes has been or will be registered under the Securities Act or any state securities law (other than Argentina, in which the public offering of the New Notes was authorized by the CNV in accordance with the Argentine Capital Markets Law and the CNV Rules). They may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This press release does not constitute an offer of the New Notes for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale would be unlawful.
None of the Company, the dealer managers and solicitation agents, the Exchange and Information Agent or their respective directors, employees and affiliates makes any recommendation whatsoever regarding the Offer and Solicitation or any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes for exchange pursuant to the Offer. Accordingly, any person considering participating in the Offer or making an investment decision relating to the New Notes must inform itself independently based solely on the Exchange Offer and Consent Solicitation Memorandum (and, to the extent applicable, the local offering documents in Argentina) to be provided to Eligible Holders in connection with the Offer and Solicitation before taking any such investment decision.
This announcement is directed only to Eligible Holders. No offer of any kind is being made to any beneficial owner of Existing Notes who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Offer and Solicitation are not permitted by law.
The distribution of materials relating to the Offer and Solicitation may be restricted by law in certain jurisdictions. The Offer and Solicitation are void in all jurisdictions where they are prohibited. If materials relating to the Offer and Solicitation come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the Offer and Solicitation, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a dealer manager and solicitation agent or any affiliate of a dealer manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the dealer manager or such affiliate on behalf of the Company in that jurisdiction.
Forward-Looking Statements
All statements in this press release, other than statements of historical fact, are forward-looking statements. Specifically, the Company cannot assure you that the proposed transactions described above will be consummated on the terms currently contemplated, if at all. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which the Company has no control. The Company assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.
Note to Eligible Holders in the European Economic Area - Prohibition of sales to EEA Retail Investors – The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Note to Eligible Holders in the United Kingdom - Prohibition of sales to UK Retail Investors – The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
In the UK, this Exchange Offer and Consent Solicitation Memorandum and any other material in relation to the New Notes described herein are being distributed only to, and are directed only at, persons who are "qualified investors" (as defined in the UK Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as "Relevant Persons." In the UK, the New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the New Notes will be engaged in only with, Relevant Persons. This Exchange Offer and Consent Solicitation Memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the UK. Any person in the UK that is not a Relevant Person should not act or rely on this Exchange Offer and Consent Solicitation Memorandum or its contents.
The Information and Exchange Agent for the Exchange Offer is: |
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Global Bondholder Services Corporation |
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65 Broadway – Suite 404 |
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New York, New York 10006 |
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Attn: Corporate Actions |
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Banks and Brokers call: (212) 430-3774 |
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By facsimile: (For Eligible Institutions only): (212) 430-3775/3779 |
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By Mail: 65 Broadway – Suite 404 New York, NY 10006 |
By Overnight Courier: 65 Broadway – Suite 404 New York, New York 10006 |
By Hand: 65 Broadway – Suite 404 New York, NY 10006 |
The Dealer Managers and Solicitation Agents for the Exchange Offer are: |
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BofA Securities, Inc. |
J.P. Morgan Securities LLC |
SOURCE Genneia S.A.
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