To view the PDF file, sign up for a MySharenet subscription.

EDCON LIMITED - Edcon announces that bondholders holding more than 95% of its senior notes due 2019 have tendered their notes-EDC01

Release Date: 15/07/2015 08:41
Code(s): EDC01     PDF:  
Wrap Text
Edcon announces that bondholders holding more than 95% of its senior notes due 2019 have tendered their notes-EDC01

Edcon Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2007/003525/06)
Company code: BIEDC1
(“Issuer” or “Edcon”)

PRESS RELEASE

Edcon announces that bondholders holding more than 95% of its senior notes due 2019 have tendered
their notes and delivered consents and waivers in its exchange offer and consent solicitation

ISIN Reg S XS0982713173
ISIN Rule 144A XS0982712878

This announcement is for informational purposes only, and does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for, any securities of
the Edcon Holdings Limited or its subsidiaries or affiliates (the “Edcon Group”). This announcement is
not for distribution or release in or into any jurisdiction in which offers or sales would be prohibited by
applicable law.

Johannesburg, South Africa, July 15, 2015. Edcon Holdings Limited (the “Company” and together with its
subsidiaries, the “Edcon Group”) announced today that Eligible Holders (as defined below) of more than 95% of
the outstanding principal amount of its €425,000,000 million 13.3/8% Senior Notes due 2019 (the “Notes”) had
tendered their Notes and submitted their consents and waivers on or prior to 5:00 p.m., New York City time, on
July 14, 2015, which was the early consent deadline (the “Early Consent Deadline”) for the Company’s
previously announced exchange offer and consent solicitation (the “Exchange Offer and Consent Solicitation”).
Eligible Holders delivering consents and waivers prior to the Early Consent Deadline will receive an early
consent consideration of EUR50 per each EUR1,000 in principal amount of Notes (with accrued and unpaid interest
thereon from December 31, 2014 up to, but not including June 30, 2015, being deemed to be additional
principal) for which consents and waivers were so delivered.

Based on the principal amount of Notes tendered prior to the Early Consent Deadline, and giving effect to the
transactions occurring on the conversion date, as described in more detail in the Offering Memorandum (as
defined below), the Company estimates that the Edcon Group’s annual net cash interest payment obligations
will decrease by more than EUR72 million. Furthermore, the Company estimates that the Edcon Group’s gross
cash-pay indebtedness will decrease by more than EUR400 million, a decrease in cash-pay leverage of
approximately 20%.

As a result, the requisite consents to certain amendments (the “Proposed 90% Amendments”) to the Notes and
the indenture, dated as of November 14, 2013, between, inter alios, the Company and The Bank of New York
Mellon, as trustee, as amended and supplemented from time to time (the “Indenture”) were received. The
Proposed 90% Amendments will amend the Indenture and the Notes such that (i) the aggregate principal amount
of the Notes held by noteholders not participating in the Exchange Offer and Consent Solicitation will be
reduced by up to 72.5%, (ii) interest on the Notes held by noteholders not participating in the Exchange Offer
and Consent Solicitation will be paid in kind (and no longer paid in cash) at an interest rate as low as 5% per
annum, and (iii) the maturity date of the Notes will be extended to June 30, 2022. The Proposed 90%
Amendments will become operative on the settlement date of the Exchange Offer and Consent Solicitation and
will affect any Notes not tendered in the Exchange Offer and Consent Solicitation.

The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on July 28, 2015,
unless terminated or extended by the Company.

Eligible Holders

The Exchange Offer and Consent Solicitation is being made and the offering memorandum and consent
solicitation statement, dated as of June 30, 2015, as amended and supplemented on July 9, 2015 (the “Offering
Memorandum”) is being provided only to holders and beneficial owners of the Notes (“Eligible Holders”) that
are either (i) with respect to U.S. holders, a “qualified institutional buyer” (as that term is defined in Rule 144A
under the U.S. Securities Act) transacting in a private transaction in reliance upon an exemption from the
registration requirements of the U.S. Securities Act, (ii) an institutional investor (within the meaning of Rule
501(a)(1), (2), (3) or (7), under the U.S. Securities Act) or (iii) outside of the United States, (A) a holder who is
not a “U.S. person” (as that term is defined in Rule 902 under the U.S. Securities Act) transacting in an offshore
transaction (in accordance with Regulation S under the U.S. Securities Act) in reliance on Regulation S under
the U.S. Securities Act, and (B) if a person in a member state of the European Economic Area which has
implemented the Prospectus Directive (each, a “Relevant Member State”), a “qualified investor” within the
meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.

Eligible Holders who wish to participate in the Exchange Offer and Consent Solicitation should contact the
exchange and information agent, Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP
United Kingdom, Attn: Sunjeeve Patel and Paul Kamminga, Telephone: +44 (0) 20 7704 0880 Facsimile: +44
(0) 20 7067 9098, Email: edcon@lucid-is.com. If you have any questions about tendering your Notes, you
should contact Lucid Issuer Services Limited.

                                              ******************

The new securities to be issued in connection with the Exchange Offer and Consent Solicitation (as described in
the Offering Memorandum) have not been approved or recommended by any U.S. federal, state or foreign
jurisdiction or regulatory authority. Furthermore, those authorities have not been requested to confirm the
accuracy or adequacy of the Offering Memorandum. Any representation to the contrary is a criminal offence.
The new securities will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”), or any state or foreign securities laws. Accordingly, the new securities will be subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the U.S. Securities Act
and other applicable securities laws, pursuant to registration or exemption therefrom. Eligible Holders of the
Notes should be aware that they may be required to bear the financial risks of this investment for an indefinite
period of time.

The Offering Memorandum is only addressed to and only directed at persons in member states of the European
Economic Area who are Qualified Investors (within the meaning of the Prospectus Directive). In addition, in the
United Kingdom, the Offering Memorandum is being distributed only to and is directed only at Qualified
Investors: (1) who are persons who have 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 (2) who are high net worth entities falling within Article 49 of the Order, and other
persons to whom it may otherwise lawfully be communicated under the Order (all such persons together
referred to as “relevant persons”). Any investment or investment activity to which the Offering Memorandum
relates is available only to: (i) in the United Kingdom, relevant persons and (ii) in any member state of the
European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with
such persons. In the case of any securities being offered to a financial intermediary as that term is used in
Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented,
acknowledged and agreed that the securities acquired by it in such offer have not been acquired on a non-
discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person
in circumstances which may give rise to an offer of such securities to the public other than their offer or resale
in a relevant member state to Qualified Investors as so defined. Neither the new securities nor the Offering
Memorandum has been approved by an authorized person in the United Kingdom. The securities may not be
offered or sold other than to persons whose ordinary activities involve these persons in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is
reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the
purposes of their businesses where the issue of the securities would otherwise constitute a contravention of
Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) by us. In addition, no person may
communicate or cause to be communicated any invitation or inducement to engage in investment activity (within
the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other
than in circumstances in which Section 21(1) of the FSMA does not apply to us.

Holders of the Notes must make their own decision with regard to participating in the Exchange Offer. Holders
of the Notes are urged to consult with their own legal and financial advisors as to the appropriateness of
participating in the Exchange Offer and Consent Solicitation based on their individual circumstances.

This press release includes forward-looking statements within the meaning of the securities laws of certain
applicable jurisdictions. By their nature, the forward-looking events described in this press release may not be
accurate or occur at all. Accordingly, you should not place undue reliance on these forward-looking statements,
which speak only as of the date on which the statements were made.

13 July 2015


Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)


Date: 15/07/2015 08:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story