CFG INVESTMENT S.A.C. ANNOUNCES EXPIRATION AND FINAL
RESULTS OF ITS EXTENDED OFFERS
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 ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
DOCUMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
AN OFFER TO BUY OR SELL, OR AN INVITATION OR SOLICITATION OF AN
OFFER TO BUY OR SELL, SECURITIES IN ANY JURISDICTION. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF
ANY OFFER TO ISSUE OR SELL OR TENDER, OR ANY SOLICITATION OF ANY
OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY
JURISDICTION.
LONDON, April 18,
2023 /PRNewswire/ -- CFG Investment S.A.C. (the
"Company") today announced the expiration and final results of its
previously announced offers to (i) redeem for cash
its Variable Rate Senior Secured Notes due 2032 (the "Senior
Secured Notes") and (ii) purchase for cash its 10.00% Second Lien
Notes due 2032 (the "Second Lien Notes", and together with the
Senior Secured Notes, the "Notes") (each such offer, an "Offer" and
together, the "Offers") from eligible holders of the Notes
("Eligible Holders"), in each case on the terms and conditions
set forth in the Company's Offer Memorandum, dated as of
March 13, 2023 (as amended by the
Company's extension announcement dated as of April 3, 2023 (the "Initial Results and Extension
Announcement), the "Offer Memorandum"). Capitalised terms used
but not defined in this announcement have the meanings given to
them in the Offer Memorandum.
On April 3, 2023, the Company
announced the initial results of the Offers in the Initial Results
and Extension Announcement, pursuant to which the Company redeemed
or purchased, as applicable, $8,337,632 of aggregate principal amount of
Senior Secured Notes and $32,800,629
of aggregate principal amount of Second Lien Notes (such amount of
Notes, the "Initial Settlement Amount"). The Company also extended
the Offers until 16:00 (London
time) on April 14, 2023 (the
"Expiration Time") and increased the Maximum Payment Amount to
$61,138,261 (which amount included
the Initial Settlement Amount), offering to purchase or redeem, as
applicable, for cash, up to an additional $20,000,000 aggregate principal amount of Notes
(the Offers as so extended and upsized, the "Extended Offers"), at
the Redemption Value of 135% of the outstanding aggregate principal
amount with respect to the Senior Secured Notes, and at the
Clearing Price of 80% of the outstanding aggregate principal amount
of the with respect to the Second Lien Notes.
Final Results of the Extended Offers
The Extended Offers expired at the Expiration Time and no
tenders submitted after the Expiration Time are valid. The table
below sets forth the results of the Extended Offers received
following 16:00 (London time) on
April 14, 2023, according to
information provided by Kroll Issuer Services Limited (the
"Information and Tender Agent"), as of the Expiration Time:
Description of
Notes
|
ISIN
|
Aggregate
Principal Amount of Notes Tendered(1)
|
Aggregate Principal
Amount of Notes Accepted (2)
|
Scaling
Factor/Percentage of Principal Amount of Notes
Accepted
|
Redemption Value
/Clearing Price(3)
|
Variable Rate Senior
Secured Notes due 2032
|
N/A
|
$4,644,274.21
|
$4,644,274.21
|
100 %
|
135
|
10.00% Second Lien
Notes due 2032
|
Regulation S ISIN:
XS2550128271
Rule 144A ISIN:
XS2550128438
|
$53,138,519.00
|
$29,662,784.00
|
55.82163 %
|
80
|
(1) Only reflects amounts tendered in the
Extended Offers (from the period following the Initial Results and
Extension Announcement until the Expiration Time).
(2) This amount excludes accrued and unpaid interest
from and including the interest payment date immediately preceding
the Settlement Date (as defined below) to, but excluding the
Settlement Date ("Accrued Interest"), which will be paid by the
Company to the holders of the Notes validly tendered and accepted
in the Offers.
(3) Expressed as a percentage of the outstanding
aggregate principal amount of the Notes.
Pursuant to the terms set forth in the Offer Memorandum, the
Company has increased the Maximum Payment Amount to $75,445,319.21. The Company expects to accept for
redemption all Senior Secured Notes tendered at the previously
announced Redemption Value of 135% of the outstanding aggregate
principal amount of the Senior Secured Notes, equivalent to an
aggregate principal amount of $4,644,274.21, and to accept for purchase Second
Lien Notes, on a pro rata basis, tendered at the previously
announced Clearing Price of 80% of the outstanding aggregate
principal amount of the Second Lien Notes, up to a maximum
aggregate principal amount of $29,662,784.00. The settlement of the Extended
Offers is expected to occur on or about April 20, 2023 (the "Settlement Date"). All
Eligible Holders whose Notes are accepted for redemption or
purchase will receive the Redemption Value or the Clearing Price,
as applicable, plus Accrued Interest.
On the Settlement Date, after giving effect to the settlement of
the Extended Offers, the Company and its subsidiaries are expected
to have cash and cash equivalents of approximately $43 million.
Information and Tender Agent
Questions regarding the Offers and requests for copies of the
Offer Memorandum may be directed to the Information and Tender
Agent as follows:
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London
SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Email: cfg@is.kroll.com
Attention: Illia Vyshenskyi / Paul
Kamminga
Website: https://deals.is.kroll.com/cfgtender
None of the Company, the Information and Tender Agent, or any of
their respective affiliates made any recommendation as to whether
Eligible Holders should tender any Notes in response to the
Offers.
About The Company
The Company (together with its subsidiaries, the "Group") is a
global integrated industrial fishing company with access to fish in
Peru, one of the world's most
important fishing grounds. Employing the latest catch solutions,
the Group catches and delivers high quality anchovy to its
processing plants located strategically along Peru's coastal areas where they are
transformed into fishmeal and fish oil products for direct and
indirect human consumption. The Group is one of the world's leading
producers of fishmeal and fish oil.
Safe Harbor
This press release contains forward-looking statements regarding
future events and future results that are subject to the safe
harbors created under the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical facts included in this press
release, are forward-looking statements, including, but not limited
to, statements regarding the Company's plans and expected timing
with respect to the Offers. When used in this press release,
forward-looking statements are generally accompanied by terms or
phrases such as "estimate," "project," "predict," "believe,"
"expect," "continue," "anticipate," "target," "could," "plan,"
"intend," "seek," "goal," "will," "should," "may" or other words
and similar expressions that convey the uncertainty of future
events or outcomes. Items contemplating or making assumptions about
actual or potential future production and sales, market size,
collaborations, and trends or operating results also constitute
such forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties, and important factors (many of which are beyond the
Company's control) that could cause actual results to differ
materially from those set forth in the forward looking statements,
including the following: potential or pending acquisition
transactions; the projected capital efficiency savings and other
operating efficiencies and synergies resulting from the Company's
acquisition transactions; integration and benefits of property
acquisitions or the effects of such acquisitions on the Company's
cash position and levels of indebtedness; changes in the Company's
reserves estimates or the value thereof; disruptions to the
Company's business due to acquisitions and other significant
transactions; general economic or industry conditions, nationally
and/or in the communities in which the Company conducts business;
changes in the interest rate environment, legislation or regulatory
requirements; conditions of the securities markets; the Company's
ability to raise or access capital; changes in accounting
principles, policies or guidelines; financial or political
instability, acts of war or terrorism, and other economic,
competitive, governmental, regulatory and technical factors
affecting the Company's operations, products and prices; and the
COVID-19 pandemic and its related economic repercussions and effect
on the fishing industry. Additional information concerning
potential factors that could affect future financial results is
included in the Offer Memorandum, which describe factors that could
cause the Company's actual results to differ from those set forth
in the forward-looking statements.
The Company has based these forward-looking statements on its
current expectations and assumptions about future events. While
management considers these expectations and assumptions to be
reasonable, they are inherently subject to significant business,
economic, competitive, regulatory and other risks, contingencies
and uncertainties, most of which are difficult to predict and many
of which are beyond the Company's control. The Company does not
undertake any duty to update or revise any forward-looking
statements, except as may be required by the federal securities
laws.
Contact
Samantha
Ratcliffe
Head of Investor Relations
sratcliffe@copeinca.com.pe
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SOURCE CFG Investment S.A.C.