Hansteen Holdings plc Further re Convertible Bonds due 2018 (6466J)
June 29 2017 - 11:02AM
UK Regulatory
TIDMHSTN
RNS Number : 6466J
Hansteen Holdings plc
29 June 2017
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR
IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE
PROHIBITED BY APPLICABLE LAW
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
29 June 2017
Hansteen Holdings PLC
Results of Invitation to Holders to Offer to Sell and/or Convert
Outstanding EUR100 million Hansteen (Jersey) Securities Limited 4%
Guaranteed Convertible Bonds
Further to its announcement on 26 June 2017, Hansteen Holdings
PLC (the "Offeror") announces that it has concluded its invitation
to holders of the outstanding EUR100m Hansteen (Jersey) Securities
Limited 4% Guaranteed Convertible Bonds due 2018 (the "Bonds") to
offer to sell and/or convert the Bonds (the "Invitations"). The
Bonds were issued by Hansteen (Jersey) Securities Limited (the
"Issuer"), a wholly-owned subsidiary of the Offeror, on 3 July 2013
and are guaranteed by the Offeror. With the Invitations, the
Offeror sought to adjust its financing structure following the
completion of the sale of the German and Dutch portfolios,
announced on 19 June 2017.
Following expiration of the Invitations at 3.00 p.m. (London
time) on 29 June 2017, the Offeror has (i) received EUR15.9m in
aggregate principal amount of Bonds validly offered for sale
pursuant to the Invitations, (ii) received EUR84.1m in aggregate
principal amount of Bonds validly offered for conversion pursuant
to the Invitations and (iii) accepted for sale and conversion all
such validly offered Bonds in accordance with the terms and
conditions set out in the invitation term sheet dated 26 June
2017.
Of the aggregate principal amount of EUR100m of the Bonds
currently outstanding, 100 per cent were accepted by the Offeror
for sale and/or conversion pursuant to the Invitations. Following
settlement of the Invitations, no Bonds will remain
outstanding.
Tender Invitation
The cash amount payable per EUR100,000 principal amount of the
Bonds offered and accepted for sale is EUR140,039.50. This is the
sum of a purchase price of EUR138,150.00 plus an accrued interest
payment of EUR1,889.50 per EUR100,000 principal amount of the
Bonds.
Conversion Invitation
Bondholders converting Bonds pursuant to the Invitations will
receive ordinary shares of the Offeror ("Ordinary Shares") in
accordance with the terms and conditions of the Bonds and a total
cash payment of EUR5,931.28 per EUR100,000 principal amount of the
Bonds. This cash payment is the sum of an incentive payment of
EUR4,041.78 plus an accrued interest payment of EUR1,889.50 per
EUR100,000 principal amount of the Bonds.
Settlement of the aggregate cash amount of EUR27,254,486.98
payable pursuant to the Invitations is expected to occur on 5 July
2017 (the "Settlement Date"). Delivery of the 80,165,610 Ordinary
Shares pursuant to the Invitations is expected to occur in
accordance with the terms and conditions of the Bonds on or before
10 July 2017.
Jefferies International Limited is acting as sole Dealer Manager
in relation to the Invitations.
Inside information
This press release relates to the disclosure of information that
qualified, or may have qualified, as inside information within the
meaning of Article 7(1) of the EU Market Abuse Regulation.
Any enquiries relating the Invitations should be directed
to:
Jefferies International Limited
Phillip Bond Tel: +44 (0) 20 7898
7122
Email: pbond@jefferies.com
Any enquires relating to the Offeror regarding this announcement
should be directed to:
Hansteen Holdings PLC Tel: +44 (0) 20 7408
Ian Watson 7000
Morgan Jones
Tavistock Tel: +44 (0) 20 7920
Jeremy Carey 3150
Kirsty Allan 07836 734 625
07824 393 242
IMPORTANT NOTICE
The distribution of this PRESS RELEASE in certain jurisdictions
may be restricted by law. Persons into whose possession this PRESS
RELEASE comes are required by each of the Offeror, Hansteen
(Jersey) Securities Limited (the "Issuer"), the Dealer Manager and
the BANK OF NEW YORK MELLON (THE "Agent") to inform themselves
about, and to observe, any such restrictions. THIS PRESS RELEASE
DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY OR A SOLICITATION OF AN
OFFER TO SELL OR BUY THE BONDS OR ANY OTHER SECURITIES.
THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY TO MARKET
PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION
PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE
EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT
ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS
AN OFFER TO BUY ANY BOND NOR IS IT A RECOMMENDATION TO BUY OR SELL
ANY BOND.
NONE OF THE DEALER MANAGER, THE AGENT NOR ANY OF THEIR
RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF,
OR MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF,
THIS PRESS RELEASE OR THE OFFEROR'S OR ISSUER'S PUBLICLY AVAILABLE
INFORMATION.
THE DEALER MANAGER AND THE AGENT ARE ACTING ON BEHALF OF THE
OFFEROR AND NO ONE ELSE IN CONNECTION WITH THE INVITATIONS AND WILL
NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE
PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER OR THE AGENT,
OR FOR PROVIDING ADVICE IN RELATION TO THE INVITATIONS. NEITHER THE
DEALER MANAGER NOR THE AGENT OWES ANY DUTY TO ANY HOLDER OF THE
BONDS.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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