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Nickel Industries Limited - Tender Offer - Settlement

Nickel Industries Limited announces settlement of tender offer in respect of its Regulation S 6.50% Notes due 2024 (ISIN: XS2325213689)


24 APRIL 2023


Full announcement including disclaimers and offer restrictions available via SGX


"April 24, 2023. Nickel Industries Limited (ACN 127 510 589) (incorporated with limited liability under the laws of Australia) (the “Offeror”) hereby announces the settlement of its invitation to holders of its outstanding Regulation S 6.50% Notes due 2024 (ISIN: XS2325213689) (the “Notes”) to tender their Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount, subject to the satisfaction of the New Financing Condition (the “Invitation”). The Invitation was made on the terms and subject to the conditions contained in the tender offer memorandum dated April 11, 2023 (the “Tender Offer Memorandum”) prepared by the Offeror and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. The Company has previously announced the expiration and results of the Invitation as of the Expiration Deadline on April 19, 2023. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.


Satisfaction of the New Financing Condition and Acceptance for Purchase


The Offeror hereby announces that the New Financing Condition has been satisfied as of the date of this announcement. The Company also confirms its acceptance for purchase of all of the Priority Tendered Notes validly tendered at or prior to the Expiration Deadline (which equals to U.S.$79,392,000 in aggregate principal amount of the Notes).


Settlement of the Invitation


Pursuant to the settlement of the Invitation, the Offeror paid a total consideration of U.S.$81,266,533.33, comprised of (i) the Purchase Price of U.S.$1,020.00 per U.S.$1,000 in principal amount of the Notes, and (ii) the applicable Accrued Interest Payment, with respect to U.S.$79,392,000 in aggregate principal amount of the Notes validly tendered and accepted for purchase pursuant to the Invitation. Accordingly, U.S.$79,392,000 in aggregate principal amount of the Notes was delivered to Citibank, N.A., London Branch (as the Registrar to the Notes) for prompt cancellation on April 21, 2023. As of the date of this announcement, the aggregate principal amount of the Notes outstanding is U.S.$245,608,000 and all Notes tendered but not accepted for purchase pursuant to the Invitation have been unblocked in the relevant account in the relevant Clearing System."

 

Nickel Industries Limited announces expiration of tender offer in respect of its Regulation S 6.50% Notes due 2024 (ISIN: XS2325213689)


19 APRIL 2023


Full announcement including disclaimers and offer restrictions available via SGX


"Results at Expiration Deadline and the Maximum Acceptance Amount


The Expiration Deadline of the Invitation occurred at 5 p.m. (Central European Summer time) on April 18, 2023. Noteholders were required to validly tender their Notes at or prior to the Expiration Deadline to be eligible to receive the Purchase Price equal to 102.00 per cent. of the principal amount of the Notes and the Accrued Interest Payment pursuant to the Invitation. As of the Expiration Deadline, the Offeror received valid tenders in an aggregate principal amount of U.S.$181,490,000 of the Notes, which includes U.S.$79,392,000 in aggregate principal amount of the Priority Tendered Notes. The Offeror further announces that the Maximum Acceptance Amount in relation to the Invitation shall be U.S.$79,392,000, that is equal to the Maximum Acceptance Base Amount (which is the aggregate principal amount of validly tendered Priority Tendered Notes).


Acceptance for Purchase and New Financing Condition


Upon the satisfaction of the New Financing Condition on or prior to April 21, 2023 and in accordance with the Maximum Acceptance Amount, the Offeror plans to (i) accept all of the Priority Tendered Notes validly tendered at or prior to the Expiration Deadline (which equals to U.S.$79,392,000 in aggregate principal amount of the Notes) and (ii) not accept any of the Non-Priority Tendered Notes validly tendered at or prior to the Expiration Deadline. No Scaling Factor will be applicable. The Settlement Date is expected to be on or about April 21, 2023. All Notes not accepted for purchase will be returned on the Settlement Date. Once the New Financing Condition is satisfied, the Offeror intends to make another announcement to confirm the settlement of the Notes that are accepted for purchase pursuant to the Invitation."

 

Nickel Industries Limited announces cash tender offer in respect of its Regulation S 6.50% Notes due 2024 (ISIN: XS2325213689) and proposed issue of new U.S. dollar-denominated senior notes due 2028 (the “New Notes”)


11 APRIL 2023


Full announcement including disclaimers and offer restrictions available via SGX


"April 11, 2023. Nickel Industries Limited (ACN 127 510 589) (incorporated with limited liability under the laws of Australia) (the “Offeror”) announces today (i) an invitation to holders of its outstanding Regulation S 6.50% Notes due 2024 (ISIN: XS2325213689) (the “Notes”) to tender their Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount (as defined below), subject to the satisfaction of the New Financing Condition (as defined below) (the “Invitation”) and (ii) the planned concurrent offering of the New Notes. The Invitation is being made on the terms and subject to the conditions contained in a tender offer memorandum dated April 11, 2023 (the “Tender Offer Memorandum”) prepared by the Offeror and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. The offer of the New Notes will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”).


The Invitation is not an offer to sell or a solicitation of an offer to buy the New Notes. Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Information and Tender Agent as set out below. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum."


...


"Rationale for the Invitation


The purpose of the Invitation and the planned issuance of New Notes is, amongst other things, to extend the Offeror’s debt maturity profile. The Invitation also provides Noteholders with the opportunity to sell their current holdings in the Notes and to subscribe for the New Notes thereby extending their investment. Notes purchased by the Offeror pursuant to the Invitation are expected to be cancelled and will not be re-issued or re-sold."

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