Corporación Económica Delta, S.A. / Key word(s): Offer
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 AND THE DISTRICT OF COLUMBIA) OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
Barcelona, Spain. Sociedad Anónima Damm ("DAMM", the "Company") announces today the invitation by its wholly owned subsidiary Corporación Económica Delta, S.A. (the "Offeror") to the holders ("Bondholders") of its outstanding €200,000,000 1.00 per cent. Secured Guaranteed Exchangeable Bonds due 2023 guaranteed by the Company, exchangeable into existing ordinary shares of Ebro Foods, S.A. (XS1492150260) (the "Bonds"), to offer to sell any and all of their Bonds to the Offeror for cash at the Purchase Price (as defined below) (the "Invitation"). The purchase price per €100,000 principal amount of the Bonds validly tendered (including all rights to accrued interest thereon) will be €100,000 (the "Purchase Price"). No payment (other than as part of the Purchase Price) will be made in respect of the accrued but unpaid interest on the Bonds accepted for purchase pursuant to the Invitation.
The Invitation is expected to close at 5.00 p.m. (CET) on 18 September 2020. An announcement of the results of the Invitation, including among other matters, the final aggregate principal amount of the Bonds tendered pursuant to the Invitation and accepted for purchase, is currently expected to be made as soon as reasonably practicable after the closing of the Invitation, with such announcement expected to be made at or before 8.00 a.m. (CET) on 21 September 2020, by publication of such information by (i) delivery of a notice to Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg") for communication to Direct Participants, (ii) publication on the electronic Bloomberg system, and (iii) announcement through the DGAP Distribution Service of EQS Group AG on the ad-hoc news section of its website (www.dgap.de).
The settlement is expected to occur on 23 September 2020 (the "Settlement Date"). On the Settlement Date, the Bondholders whose Bonds are subject to purchase will be entitled to receive from the Offeror the Purchase Price for the purchased Bonds. If 15% or fewer of the aggregate principal amount of the Bonds originally issued remain outstanding after the Settlement Date, the Offeror intends to exercise its option to redeem the Bonds in accordance with the terms and conditions of the Bonds.
UBS Europe SE will act as sole dealer manager in connection with the Invitation (the "Dealer Manager"). Lucid Issuer Services Limited will also act as the Tender Agent with respect to the Invitation.
A "Direct Participant" is a person shown in the records of the relevant Clearing System as a holder of the Bonds.
Bonds purchased by the Offeror pursuant to the Invitation will be cancelled and will not be reissued or resold whereas the Bonds which are not tendered and/or repurchased will remain outstanding and subject to their terms and conditions.
The Invitation is governed by English law. The Offeror may, in its discretion, extend, re-open, amend, waive any condition of, or terminate the Invitation at any time prior to announcement of the final aggregate principal amount of the Bonds accepted for purchase in the Invitation.
Requests for information in relation to the Invitation and the procedures for tendering Bonds in the Invitation should be directed to:
Within the Spanish beer market, mainly dominated by domestic brewers, Damm holds 25% market share of production volumes, placing it as the second largest brewer in the country.
The Ebro Foods Group is the leading Spanish food group, world leader in the rice sector and the second global fresh and dry pasta producer. It is present through a network of 27 subsidiaries in the principal rice and pasta markets in Europe, North America and South East Asia, and is gradually building up its presence in other countries.
This Press Release does not constitute an invitation to participate in the Invitation in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. 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, the Company, the Tender Agent and the Dealer Manager to inform themselves about, and to observe, any such restrictions.
None of the Offeror, the Company, the Tender Agent or the Dealer Manager makes any representation whatsoever regarding this Press Release or the Invitation and none of the Offeror, the Company, the Tender Agent or the Dealer Manager makes any recommendation whatsoever regarding this Press Release or the Invitation (including as to whether Bondholders should tender Bonds in the Invitation).
The Invitation is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the Internet. Accordingly, copies of this Press Release and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded in or into the United States and Bonds cannot be offered for purchase in the Invitation by any such use, means, instruments or facilities or from within the United States or by persons located or resident in the United States. Failure to comply with these restrictions may result in a violation of applicable laws and any purported offer of Bonds for purchase resulting directly or indirectly from a violation of these restrictions will be invalid and offers of Bonds for purchase made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a nominee giving instructions from within the United States will not be accepted.
This Press Release is not an offer of securities for sale or an invitation to offer or sell securities in the United States. The purpose of this Press Release is limited to the Invitation and this Press Release may not be sent or given to a person in the United States. Each holder of Bonds participating in the Invitation will represent that it is not located in the United States and is not participating in the Invitation from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Invitation from the United States.
For the purposes of this and the above two paragraphs, "United States" means the United States of America and 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 and the District of Columbia).
The communication of this Press Release by the Offeror and any other documents or materials relating to the Invitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); (2) persons who fall within Article 43(2) of the FPO; or (3) any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this Press Release relates is available only to such persons or will be engaged in only with such persons and other persons should not rely on it.
The Invitation is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this Press Release nor any other document or material relating to the Invitation has been or shall be distributed to the public in France and only: (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers); and/or (ii) qualified investors (investisseurs qualifiés), acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier are eligible to participate in the Invitation. This Press Release has not been submitted for clearance to the Autorité des Marchés Financiers.
None of the Invitation, this Press Release or any other documents or materials relating to the Invitation have been submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Invitation is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Accordingly, the Invitation is only addressed to holders of Bonds located in the Republic of Italy who are "qualified investors" (investitori qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1, letter b) of the Issuers' Regulation.
Holders or beneficial owners of the Bonds may offer their Bonds for purchase in the Invitation through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds or the Invitation.
None of the of the Invitation, this Press Release or any other documents or materials relating to the Invitation constitute an offer of securities to the public, a solicitation of offer of securities or a tender offer in Spain which require the approval and the publication of a prospectus under Regulation (EU) 2017/1129, under the restated text of the Spanish Securities Market Act approved by Royal Legislative Decree 4/2015, of 23 October, under Royal Decree 1066/2007, of 27 July and under the Royal Decree 1310/2005, of 4 November 2005 all of them as amended, and any regulation issued thereunder.
Accordingly, the Invitation and this Press Release have not been and will not be submitted for approval or approved by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores).
THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE WITHOUT NOTICE AND SUBJECT TO CHANGE IN ITS ENTIRETY BY REFERENCE TO ANY FURTHER COMMUNICATION IN RESPECT OF THE INVITATION. THIS PRESS RELEASE IS NOT AN OFFERING CIRCULAR OR PROSPECTUS OR LISTING PARTICULARS AND IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR MADE AVAILABLE IN WHOLE OR IN PART TO ANY OTHER PERSON FOR ANY PURPOSE, WITHOUT THE PRIOR CONSENT OF THE DEALER MANAGER.
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.
ANY DECISION RELATING TO AN OFFER TO SELL THE BONDS PURSUANT TO THE INVITATION SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY YOU OF ALL RELEVANT PUBLICLY AVAILABLE INFORMATION. NONE OF THE DEALER MANAGER, THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR ANY RELEVANT PUBLICLY AVAILABLE INFORMATION.
THE DEALER MANAGER AND ITS SUBSIDIARIES AND AFFILIATES MAY PERFORM ADDITIONAL SERVICES FOR, OR SOLICIT BUSINESS FROM, THE OFFEROR, THE COMPANY, EBRO FOODS, S.A. ("EBRO FOODS") AND MEMBERS OF THEIR RESPECTIVE GROUPS, MAY MAKE MARKETS IN THE BONDS AND/OR THE SHARES UNDERLYING THE BONDS AND/OR THE SECURITIES OF THE OFFEROR, THE COMPANY OR EBRO FOODS AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH BONDS, UNDERLYING SHARES OR SECURITIES.
IN CONNECTION WITH THE INVITATION, THE DEALER MANAGER OR ITS AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO OR UNWIND ASSET SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE BONDS AT THE SAME TIME AS THE INVITATION OR IN SECONDARY MARKET TRANSACTIONS. THE DEALER MANAGER OR ANY OF ITS AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND SELL SUCH BONDS OR DERIVATIVES. NO DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS.
IN CONNECTION WITH THE INVITATION, THE DEALER MANAGER AND ITS AFFILIATES, ACTING AS INVESTORS FOR THEIR OWN ACCOUNT, MAY SUBSCRIBE FOR BONDS, UNDERLYING SHARES OR OTHER SECURITIES OF THE OFFEROR, THE COMPANY, EBRO FOOD OR ANY MEMBER OF THEIR RESPECTIVE GROUPS, OR SELL THE BONDS, ANY UNDERLYING SHARES OR ANY SUCH SECURITIES AND FOR SUCH REASON HOLD IN THEIR PORTFOLIOS, PURCHASE OR SELL SUCH BONDS, UNDERLYING SHARES OR ANY SUCH SECURITIES OR MAKE ANY RELATED INVESTMENT. FURTHERMORE, THEY MAY ALSO OFFER OR SELL SUCH SECURITIES OR MAKE INVESTMENTS OTHER THAN IN THE CONTEXT OF THE INVITATION. THE DEALER MANAGER DOES NOT INTEND TO DISCLOSE THE AMOUNT OF SUCH INVESTMENTS OR TRANSACTIONS OTHER THAN TO THE EXTENT REQUIRED BY APPLICABLE LAWS AND REGULATIONS.
THE DEALER MANAGER AND THE TENDER AGENT ARE ACTING ON BEHALF OF THE OFFEROR AND NO ONE ELSE IN CONNECTION WITH THE INVITATION AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER OR THE TENDER AGENT, OR FOR PROVIDING ADVICE IN RELATION TO THE INVITATION. NEITHER THE DEALER MANAGER NOR THE TENDER AGENT OWE ANY DUTY TO ANY HOLDER OF THE BONDS. NEITHER THE DEALER MANAGER, THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS PRESS RELEASE (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THIS PRESS RELEASE) OR ANY OTHER INFORMATION RELATING TO THE OFFEROR, THE COMPANY, THE MEMBERS OF THE OFFEROR'S OR GUARANTOR'S GROUP OR ASSOCIATED COMPANIES, OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS PRESS RELEASE OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.
NO ACTION HAS BEEN TAKEN BY THE OFFEROR, THE COMPANY, THE TENDER AGENT, THE DEALER MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT THE POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY PUBLICITY MATERIAL RELATING TO THE INVITATION IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE OFFEROR, THE COMPANY, THE TENDER AGENT AND THE DEALER MANAGER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
|Company:||Corporación Económica Delta, S.A.|
|Listed:||Regulated Unofficial Market in Frankfurt, Munich, Stuttgart|
|EQS News ID:||1130765|
|End of Announcement||DGAP News Service|