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Edcon Tender Offer Results
Edcon Holdings Limited
Incorporated in the Republic of South Africa
Registration number 2006/036903/06
Company code: BIEDC1
(“Edcon”)
PRESS RELEASE
EDCON HOLDINGS LIMITED ANNOUNCES RESULTS OF TENDER OFFER FOR
2015 SENIOR FLOATING RATE NOTES
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS,
GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (THE UNITED STATES) OR IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN SOUTH AFRICA.
This announcement does not constitute an invitation to
participate in the Offer (as defined herein) in or from any
jurisdiction in or from which, or to or from whom, it is
unlawful to make such offer under applicable securities laws
or otherwise. The distribution of this announcement in
certain jurisdictions (in particular, but not limited to,
the United States, South Africa, Italy, the United Kingdom,
and France) may be restricted by law. Persons into whose
possession this document comes are required by the Dealer
Managers, the Offeror, and the Guarantors (each as defined
herein) to inform themselves about, and to observe, any such
restrictions. No action that would permit a public offer has
been or will be taken in any jurisdiction by the Dealer
Managers, the Offeror, or the Guarantors.
Johannesburg, South Africa, 14 November 2013.
Further to its announcement on 6 November 2013, Edcon Holdings
Limited (the “Offeror”) hereby announces the results of its
invitation to holders of its outstanding senior floating
rate notes due 15 June 2015 in an aggregate original
principal amount of €630,000,000, of which €378,000,000 is
outstanding, guaranteed on a senior secured basis by Edcon
Limited, Edcon Acquisition Proprietary Limited and Edgars
Consolidated Stores Limited (each, a guarantor and together,
the “Guarantors”) (ISIN: XS0305313701) (the “Notes”) to
tender their Notes for purchase by the Offeror for cash (the
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“Offer”) on the terms and subject to the conditions
contained in the tender offer memorandum dated 6 November
2013 (the “Tender Offer Memorandum”). Capitalised terms used
in this announcement and not otherwise defined have the
meanings ascribed to them in the Tender Offer Memorandum.
Summary of Results
Following the expiration of the Offer at 4.00 p.m. (London
time) on 13 November 2013 (the “Expiration Deadline”), the
Offeror hereby announces that (i) as at the Expiration
Deadline, €262,465,000 in aggregate principal amount of
Notes has been validly tendered for purchase pursuant to the
Offer and (ii) upon satisfaction of the New Financing
Condition, the Offeror will accept for purchase €262,465,000
in aggregate principal amount of the Notes validly tendered
in accordance with the terms and conditions of the Offer as
set forth in the Tender Offer Memorandum. The Purchase Price
for the Notes is set out in the table below.
Descript ISIN / Common Outstanding Curre Maturi Aggregat Purcha
ion of Code Principal nt ty e se
Notes Amount Coupo Date principa Price
n l amount
accepted
Senior XS0305313701/ €378,000,0001 3- 15 € 100.25
floating 030531370 month June
262,465, %
rate EURIB 2015
notes OR 000
due 2015 plus
5.5%
p.a.
Settlement
All purchases of Notes accepted pursuant to the Offer are
expected to be settled on no later than 14 November 2013
(the “Settlement Date”), subject to satisfaction of the New
Financing Condition on or prior to the Settlement Date, and
all references to the “Settlement Date” in the Tender Offer
Memorandum shall be construed accordingly.
1
The Outstanding Principal Amount comprises notes which were originally sold pursuant to
Regulation S under the Securities Act (ISIN: XS0305313701) as well as notes originally
sold pursuant to Rule 144A under the Securities Act (ISIN: XS0305314774). For the
avoidance of doubt, the Offer being made pursuant to this Tender Offer Memorandum is
only being made in respect of those notes originally sold pursuant to Regulation S under
the Securities Act (ISIN: XS0305313701).
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On the Settlement Date, the Offeror will pay, or procure the
payment of, the relevant Purchase Price plus the Accrued
Interest Payment (an amount in cash (rounded to the nearest
€0.01, with €0.005 rounded upwards) equal to the amount of
the interest accrued and unpaid on Notes validly tendered
for purchase by a Noteholder and accepted by the Offeror
from (and including) the immediately preceding interest
payment date for such Notes to (but excluding) the
Settlement Date) to all Noteholders, subject to the terms
and conditions of the Offer as set forth in the Tender Offer
Memorandum.
Following the Settlement Date, the Offeror intends to
redeem, in accordance with the terms of the Indenture, Notes
that are not validly tendered and accepted for purchase
pursuant to the Offer (the “Post-Closing Redemption”),
subject, without limitation, to the Offeror having
sufficient funds available from debt financing and/or other
sources of cash, in each case on terms satisfactory to the
Offeror in its sole and absolute discretion. The Offeror
anticipates that it will announce the Post-Closing
Redemption on or around 14 November 2013. This will be
documented in a notice of redemption, as required by the
indenture governing the Notes, which will be issued, if at
all, following the pricing of the New Notes, which occurred
8 November 2013. Noteholders should be aware that the
optional redemption price for the Notes is 100% as compared
to the Purchase Price of 100.25% for the Offer. Post-Closing
Redemption is expected to take place on or around 14
December 2013, if at all.
Further Information
A complete description of the terms and conditions of the
Offer is set out in the Tender Offer Memorandum. J.P. Morgan
Securities plc and Merrill Lynch International are the
Dealer Managers for the Offer.
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Requests for information in relation to the Offer should be
directed to:
DEALER MANAGERS
BofA Merrill Lynch J.P. Morgan Securities plc
Merrill Lynch International 25 Bank Street
2 King Edward Street Canary Wharf
London EC1A 1HQ London E14 5JP
United Kingdom United Kingdom
Telephone: +44 (0) 20 7628 Telephone: +44 (0) 20 7134
1000 3414
Attention: John Cavanagh, +44 Attention: Liability
20 7995 3715 Management
john.m.cavanagh@baml.com Email: emea_lm@jpmorgan.com
Karl Bystedt Wikblom, +44 20
7996 0867
karl.bystedtwikblom@baml.com
A copy of the Tender Offer Memorandum is available to
eligible persons upon request from the Tender Agent :
THE TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Tel: +44 (0) 20 7704 0880
Attention: Thomas Choquet
Email: edcon@lucid-is.com
14 November 2013
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
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