Korreden S.A. Announces the Launch of an Offer to Purchase its Senior Notes, a Consent Solicitation and an Offer to Purchase Hollandwide Parent B.V.'s Exchangeable Bonds
Korreden S.A. ("we," "us," the "Company" or, together with its subsidiaries, the "Group") hereby announces that Qualis S.C.A. ("Qualis"), its parent company, is commencing an offer (the "Note Offer") to purchase for cash any and all of the Company's €79,292,530 aggregate principal amount Senior Notes due 2014 (the "Notes") for a total consideration of €592.50 per €1,000 of the principal amount of Notes purchased (the "Total Note Consideration"), plus all accrued but unpaid interest thereon, upon the terms and subject to the conditions set forth in the offer to purchase relating to the Note Offer (the "Note Offer Document"). Included in the Total Note Consideration is an amount equal to €30.00 per €1,000 principal amount of Notes purchased, which shall constitute an "Early Tender Premium" and shall only be paid for Notes validly tendered and consents validly delivered at or prior to 4:00 p.m., London time (12:00 p.m., New York City Time), on November 2, 2011 (the "Early Tender Deadline"). Any interest accruing on the Notes from the date the Note Offer is commenced up to (but excluding) November 1, 2011 will be paid on November 1, 2011 by the Company to the persons who were registered holders of Notes at the close of business on October 15, 2011, in accordance with the terms of the indenture governing the Notes. Therefore, any accrued interest on the Notes payable to tendering holders pursuant to the Note Offer will only consist of accrued and unpaid interest for the period from November 1, 2011 up to (and including) the day immediately preceding the applicable Settlement Date (as defined below). The purpose of the Note Offer is to acquire any and all of the outstanding Notes.
In addition, Lamart Investment S.A. ("Lamart"), an affiliate of Qualis, is commencing an offer (the "Exchangeable Bond Offer" and together with the Note Offer, the "Offers") to purchase for cash any and all of the €218,060,000 aggregate principal amount Exchangeable Bonds due 2014 (the "Exchangeable Bonds") issued by Hollandwide Parent B.V. for a consideration of €50.00 per €1,000 of the principal amount of Exchangeable Bonds purchased, upon the terms and subject to the conditions set forth in the offer to purchase relating to the Exchangeable Bond Offer (the "Exchangeable Bond Offer Document"). The purpose of the Exchangeable Bond Offer is to acquire any and all of the outstanding Exchangeable Bonds.
(1)Per €1,000 principal amount of Notes or Exchangeable Bonds validly tendered and not validly withdrawn.
(2)Per €1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline.
(3)Includes the Early Tender Premium.
Holders of Notes who also own Exchangeable Bonds may only validly tender their Notes in the Note Offer if they also tender all their Exchangeable Bonds in the Exchangeable Bond Offer. Holders of Exchangeable Bonds who also own Notes may validly tender their Exchangeable Bonds in the Exchangeable Bond Offer without tendering their Notes in the Note Offer.
Concurrently with the Note Offer, the Company is soliciting consents (the "Consent Solicitation") from the holders of the Notes to certain amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Notes Indenture") for a consent fee of €0.01 per €1,000 of the principal amount of Notes for which consents are delivered and not withdrawn, upon the terms and subject to the conditions set forth in the consent solicitation statement relating to the Consent Solicitation (the "Consent Solicitation Statement"). The purpose of the Consent Solicitation and the Proposed Amendments is (i) to eliminate or modify substantially all of the restrictive covenants relating to the Company and its restricted subsidiaries, certain reporting obligations, certain events of default and related provisions governing the actions of the Company and its restricted subsidiaries contained in the Notes Indenture and (ii) to release the collateral securing the Notes and eliminate the covenants relating to security.
Consummation of the Offers and the Consent Solicitation is subject to certain conditions having been satisfied, including (i) in the case of the Consent Solicitation, the receipt of valid consents (a) from holders representing at least 50.1% of the aggregate principal amount of the then outstanding Notes in respect of the Proposed Amendments, other than those relating to the release of collateral (the "Required Majority Consent Condition") and (b) from holders representing at least 90% of the aggregate principal amount of the then outstanding Notes in respect of the Proposed Amendments relating to the release of collateral (the "Required Supermajority Consent Condition") and (ii) in the case of each of the Note Offer and Exchangeable Bond Offer, (a) the Required Majority Consent Condition and (b) receipt by Qualis or Lamart, as applicable, of valid tenders of (x) Notes by holders of at least 50.1% of the aggregate principal amount of outstanding Notes and (y) Exchangeable Bonds with a principal amount that, together with the Exchangeable Bonds that Lamart and its affiliates currently hold, represents at least 75% of the aggregate principal amount of outstanding Exchangeable Bonds. If less than the Required Supermajority Consents but more than the Required Majority Consents are delivered in the Consent Solicitation, the Company intends to waive the Required Supermajority Consent Condition.
The Offers and the Consent Solicitation will expire at 4:00 p.m., London time (11:00 a.m., New York City Time), on November 17, 2011 (the "Expiration Time"), unless earlier terminated or extended. The initial settlement of the Offers and the Consent Solicitation is expected to occur on or about November 4, 2011 (the "Initial Settlement Date"), provided that the relevant conditions have been satisfied or waived. The final settlement of the Offers and the Consent Solicitation will take place promptly following the Expiration Time, which is expected to be on or about November 21, 2011 (the "Final Settlement Date"). The Initial Settlement Date and the Final Settlement Date are each referred to herein as a "Settlement Date".
Pursuant to a lock-up agreement among Qualis, Lamart and certain holders, who together hold or beneficially own a principal amount of approximately 49.5% of the Notes and 49.6% of the Exchangeable Bonds (the "Consenting Holders"), the Consenting Holders have agreed to deliver (and not withdraw) their consents in the Consent Solicitation and to validly tender (and not withdraw) their Exchangeable Bonds in the Exchangeable Bond Offer. However, one of the Consenting Holders, who holds a principal amount of approximately 4.5% of the Notes and 4.5% of the Exchangeable Bonds, has reserved the right not to deliver its consents in the Consent Solicitation with respect to the Notes it holds or tender its Exchangeable Bonds in the Exchangeable Bond Offer if (i) it has been instructed by one of its clients or one of the funds managed by it, in each case who own Exchangeable Bonds or Notes, not to accept the Exchangeable Bond Offer or vote in favor of the Consent Solicitation, so long as such instruction is not solicited or recommended by such Consenting Holder or (ii) such Notes or Exchangeable Bonds have been sold prior to the Early Tender Deadline pursuant to instructions from such clients or funds that are not solicited by such Consenting Holder.
Rothschild & Cie ("Rothschild") is assisting Qualis and Lamart with the communication of the Offers to holders of Notes and Exchangeable Bonds. Rothschild may contact such holders regarding the Offers and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Exchangeable Bond Offer Document or the Note Offer Document and related materials to beneficial owners of Notes and Exchangeable Bonds.
Law Debenture Trust Company of New York is acting as Consent Solicitation Agent and Tender Agent in connection with the Consent Solicitation and the Offers, respectively. Holders eligible to participate in the Consent Solicitation or the Offers may obtain a free copy of the Consent Solicitation Statement, the Exchangeable Bond Offer Document or the Note Offer Document, information regarding the terms of the Offers and the Consent Solicitation and assistance concerning the procedures for tendering Notes and Exchangeable Bonds by directing a request to Law Debenture Trust Company of New York at email@example.com or firstname.lastname@example.org or +1(212)750-6474.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are all statements other than those of historical fact and include, without limitation, statements regarding our business, financial condition, strategy, results of operations, plans, objectives, assumptions, expectations, prospects and beliefs and statements regarding other future events. The words "believe," "estimate," "anticipate," "expect," "project," "intend," "aim," "plan," "predict," "continue," "assume," "positioned," "may," "will," "should," "shall," "risk" and other similar expressions that are predictions of or indicate future events and future trends identify forward looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, the development of the industry in which we operate and the effect of acquisitions on us may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results of operations, financial condition and liquidity, the development of the industry in which we operate and the effect of acquisitions on us are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. Factors that may cause our actual results to differ materially from those expressed or implied by the forward-looking statements in this press release include but are not limited to: (i) our leverage and ability to meet our obligations; (ii) changes in general economic, social or business conditions in France; (iii) fluctuations in interest rates, the availability of mortgage financing and the appeal of real estate investments relative to other investments; (iv) fluctuations in global securities exchanges and the stability of financial markets in France and abroad; (v) fluctuations in the availability of Crédit Promoteur and third-party guarantees from banks required to support construction programs; (vi) adverse changes to French tax incentive schemes; (vii) potential liabilities for compensation to investors for foregone tax benefits, and (viii) our group's inability to acquire suitable land for our developments, in sufficient quantities or at reasonable prices, among others. We caution that the foregoing list of important factors is not exhaustive. When relying on forward-looking statements to make decisions with respect to our group, investors and others should carefully consider the foregoing factors and other uncertainties and events and should review the risk factors and other cautionary statements contained in the Consent Solicitation Statement, the Exchangeable Bond Offer Document and the Note Offer Document.
This announcement must be read in conjunction with the Consent Solicitation Statement, the Exchangeable Bond Offer Document and the Note Offer Document. This announcement, the Consent Solicitation Statement, the Exchangeable Bond Offer Document and the Note Offer Document contain important information which should be read carefully before any decision is made with respect to the Offers and the Consent Solicitation. If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes or Exchangeable Bonds, as applicable, are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes or Exchangeable Bonds, as applicable, in the Offers. Neither the Tender Agent, Rothschild or the Company makes any recommendation as to whether holders should participate in the Offers or consent in the Consent Solicitation.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of the Exchangeable Bond Offer Document and the Note Offer Document in certain jurisdictions may be restricted by law. Persons into whose possession the Exchangeable Bond Offer Document or the Note Offer Document comes are required by the Company and the Tender Agent to inform themselves about, and to observe, any such restrictions.
NONE OF THE Exchangeable Bond Offer Document, Note Offer Document, Consent Solicitation Statement, THIS ANNOUNCEMENT OR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF AUSTRIA, BELGIUM, FRANCE, THE UNITED KINGDOM OR ANY OTHER COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE Exchangeable Bond Offer Document, Note Offer Document, Consent Solicitation Statement OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE CONTRARY.
Any materials relating to the Offers and the Consent Solicitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.
Italy. The Offers are not being made in the Republic of Italy. The Offers, the Exchangeable Bond Offer Document and the Note Offer Document have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders are hereby notified that, to the extent such holders are persons resident or located in the Republic of Italy, the Offers are not available to them and they may not tender securities pursuant to the Offers and, as such, any tenders received from or on behalf of such holders shall be ineffective and void. Neither this announcement nor the Exchangeable Bond Offer Document, the Note Offer Document or any other solicitation material relating to the Offers may be distributed or made available in the Republic of Italy.
United Kingdom. The communication of this announcement and the Offers is not being made, and the Exchangeable Bond Offer Document and the Note Offer Document have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Market Act 2000. Accordingly, this announcement, the Exchangeable Bond Offer Document and the Note Offer Document are not being distributed to, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of this announcement, the Exchangeable Bond Offer Document and the Note Offer Document as a financial promotion is directed only at: (a) persons outside the United Kingdom; (b) those persons falling within the definition of Investment Professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43(2) of the Order; or (c) any person to whom it may otherwise lawfully be made in accordance with the Order.
France. The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Exchangeable Bond Offer Document, the Note Offer Document or any other offering material or information relating to the Offers have been or will be released, issued, or distributed or caused to be released, issued, or distributed, directly or indirectly, to the public in France. Subject to the last sentence of this paragraph, only (i) providers of investment services relating to portfolio management for the account of third parties or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are eligible to participate in the Offers. Neither this announcement, the Exchangeable Bond Offer Document, the Note Offer Document or any other offering material or information relating to the Offers, have been nor will be submitted to or approved by the Autorité des Marchés Financiers. Investors other than those listed in (i) or (ii) above may be eligible to participate in the relevant Offer if making such Offer to and/or acceptance of such Offer by such investors would be compliant with French law. Such investors are required to get their own advice as to whether they are eligible to participate in such Offer and to confirm their eligibility in light of local law when accepting such Offer.
Belgium. The Offers are not being made, directly or indirectly, to the public in Belgium. This announcement, the Exchangeable Bond Offer Document and the Note Offer Document have not been and will not be submitted to nor approved by the Belgian Banking, Finance and Insurance Commission (Commission Bancaire, Financière et des Assurances/Commissie voor het Bank, Financie en Assurantiewezen) and accordingly may not be used in connection with any solicitation in Belgium except as may otherwise be permitted by Belgian law. Accordingly, the Offers may not be advertised and neither the Exchangeable Bond Offer Document, the Note Offer Document nor any such documents or materials may be distributed or made available in Belgium other than to qualified investors, as referred to in Article 6 of the Law of 1 April 2007 on public acquisition offers acting for their own account.
Korreden Press Contact
Cécile Hulaud, email@example.com, +33(0)1-56-89-95-01
209 - 215 Blackfriars Road
LONDON United Kingdom