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PTTEP Canada Intl./PTTEP Treasury - Tender Offer - Early Results & Amendment

(1) Solicitation of consents by the 2042 Notes Issuer from the holders of the 2042 Notes

to amend the indenture governing the 2042 Notes (the "Consent Solicitation"); and


(2) Offers to purchase for cash (the "Tender Offers") the 6.350% Senior Notes due

2042 of PTTEP Canada International Finance Limited (the "2042 Notes Issuer")

(Regulation S: ISIN: USC75088AC53 / CUSIP: C75088 AC5; Rule 144A: ISIN:

US74442AAC27 / CUSIP: 74442A AC2) and the 3.903% Senior Notes due 2059 of

PTTEP Treasury Center Company Limited (the "2059 Notes Issuer" and, together

with the 2042 Notes Issuer, the "Offerors", and each an "Offeror") (Regulation S:

ISIN: USY7150MAE76 / CUSIP: Y7150M AE7; Rule 144A: ISIN:

US69371MAD92 / CUSIP: 69371M AD9), each guaranteed by PTT Exploration

and Production Public Company Limited (the "Company")


25 MAY 2023


Full announcement including disclaimers and offer restrictions available via SGX & SGX2


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"Early Results of the Consent Solicitation

The 2042 Notes Issuer announces that the Holders of U.S.$444,651,000 in principal amount of 2042 Notes have validly delivered consents at or prior to the Early Tender and Consent Fee Deadline (by way of concurrent consents by participating in the 2042 Notes Tender Offer and standalone consents delivered in the Consent Solicitation).


As the requisite consents to the Proposed Amendment have been received, Holders who have consented to the Consent Solicitation at or prior to the Early Tender and Consent Fee Deadline (but have not tendered such 2042 Notes pursuant to the 2042 Notes Tender Offer) as described herein and in the Memorandum will be paid the Consent Only Fee on the Settlement Date. The Consent Solicitation will remain open until the Expiration Deadline, but (i) Holders that deliver a standalone consent after the Early Tender and Consent Fee Deadline and at or prior to the Expiration Deadline and (ii) Holders of 2042 Notes who tender 2042 Notes at or prior to the Expiration Deadline but such tenders are not accepted due to pro ration of such 2042 Notes, shall receive no consent fee.


Early Results of Tender Offers


The Offerors announce that U.S.$31,894,000 in principal amount of 2042 Notes and U.S.$78,207,000 in principal amount of 2059 Notes were validly tendered in the 2042 Notes Tender Offer and 2059 Notes Tender Offer respectively at or prior to the Early Tender and Consent Fee Deadline.


Amendment to the Terms of the Tender Offers


The Offerors also announce that the following amendments have been made to the relevant Tender Offers (the "Amendments"):


1. the Minimum Tender Condition, applicable to the 2042 Notes, has been waived;


2. the 2042 Notes Tender Consideration has been increased from U.S.$1,028.50 to U.S.$1,058.50 and the 2059 Notes Tender Consideration has been increased from U.S.$724.00 to U.S.$754.00 (each amount expressed per U.S.$1,000 in aggregate principal amount of Notes tendered after the Early Tender and Consent Fee Deadline but on or prior to the Expiration Deadline);


3. the 2059 Notes Maximum Acceptance Amount has been increased from U.S.$35,000,000 to U.S.$50,000,000;


4. the Offerors will no longer accept validly tendered Notes pursuant to an Acceptance Ratio or by applying an Acceptance Factor. The relevant Offeror will accept validly tendered Notes subject to the Maximum Acceptance Amounts and pro ration as described herein under paragraph 5 below and in the Memorandum; and


5. As a result of the increase in Tender Consideration set forth in paragraph 2 above and the Acceptance Ratio and Acceptance Factor being no longer applicable as set forth in paragraph 4 above, there will be no acceptance priority for Notes validly tendered on or prior to the Early Tender and Consent Fee Deadline (as set forth in "The Tender Offers

and the Consent Solicitation—Acceptance Priority" in the Memorandum) and any scaling and pro ration will be determined as follows:


If the aggregate principal amount of (i) the 2042 Notes and/or 2059 Notes validly tendered on or prior to the Early Tender and Consent Fee Deadline together with (ii) the 2042 Notes and/or 2059 Notes validly tendered after the Early Tender and Consent Fee Deadline but on or prior to the Expiration Deadline exceeds the relevant Maximum Acceptance Amount, the relevant Offeror will accept the Notes of such series validly tendered on or prior the Expiration Deadline on a pro rata basis such that the aggregate principal amount of the Notes of such series validly tendered and accepted for purchase does not exceed the relevant Maximum Acceptance Amount."


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(1) Solicitation of consents by the 2042 Notes Issuer from the holders of the 2042 Notes

to amend the indenture governing the 2042 Notes (the "Consent Solicitation"); and


(2) Offers to purchase for cash (the "Tender Offers") the 6.350% Senior Notes due

2042 of PTTEP Canada International Finance Limited (the "2042 Notes Issuer")

(Regulation S: ISIN: USC75088AC53 / CUSIP: C75088 AC5; Rule 144A: ISIN:

US74442AAC27 / CUSIP: 74442A AC2) and the 3.903% Senior Notes due 2059 of

PTTEP Treasury Center Company Limited (the "2059 Notes Issuer" and, together

with the 2042 Notes Issuer, the "Offerors", and each an "Offeror") (Regulation S:

ISIN: USY7150MAE76 / CUSIP: Y7150M AE7; Rule 144A: ISIN:

US69371MAD92 / CUSIP: 69371M AD9), each guaranteed by PTT Exploration

and Production Public Company Limited (the "Company")


11 MAY 2023


Full announcement including disclaimers and offer restrictions available via SGX


"The 2042 Notes Issuer has outstanding U.S.$490,000,000 6.350% Senior Notes due 2042 (the "2042 Notes") and the 2059 Notes Issuer has outstanding U.S.$650,000,000 3.903% Senior Notes due 2059 (the "2059 Notes" and, together with the 2042 Notes, the "Notes"). Each of the Offerors hereby offers the holders of the Notes ("Holders"), subject to the offer restrictions referred to in the tender offer memorandum and consent solicitation statement dated May 11, 2023 (the "Memorandum"), the Maximum Acceptance Amounts (as defined below) and the application of a factor based on an Acceptance Ratio (as defined below) and pro ration, and upon the terms and subject to the conditions set forth in the Memorandum, including, without limitation, the Consent Condition and the Minimum Tender Condition (each as defined below),to tender for purchase for cash the outstanding 2042 Notes (the "2042 Notes Tender Offer") and the 2059 Notes (the "2059 Notes Tender Offer" and together with the 2042 Notes Tender Offer, the "Tender Offers", and each a "Tender Offer"), respectively. The Tender Offers are conditioned, among others, upon there being validly tendered on or prior to the Expiration Deadline (as defined below) at least U.S.$50,000,000 aggregate principal amount of 2042 Notes (the "Minimum Tender Condition").



Concurrently with the Tender Offers, the 2042 Notes Issuer is soliciting consents (the "Consent Solicitation") from the Holders of the 2042 Notes to amend the terms of the indenture governing the 2042 Notes dated June 12, 2012, between the 2042 Notes Issuer, the Company and Citibank, N.A., London Branch, as trustee (the "2042 Notes Trustee," and such indenture the "2042 Notes Indenture") by entry into a supplemental indenture thereto with the 2042 Notes Trustee to amend Clause 8.1 (Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions) of the 2042 Notes Indenture (the "Proposed Amendment"). Holders of more than 50% in aggregate principal amount of the 2042 Notes at the time outstanding must deliver consents (whether by tendering for purchase in the 2042 Notes Tender Offer or delivering a standalone consent pursuant to the Consent Solicitation) in favour of the Proposed Amendment at or prior to the Expiration Deadline (the "Consent Condition") in order to implement the Proposed Amendment. Holders that tender their 2042 Notes in the 2042 Notes Tender Offer are deemed to have also provided their consent to the Proposed Amendment in respect of such tendered 2042 Notes and will be bound by the terms and conditions of the Memorandum but will not receive a separate Consent Only Fee, subject as set out further in the Memorandum. Holders may participate in the Consent Solicitation without participating in the Tender Offers but any Holder participating in the 2042 Notes Tender Offer will, as a term of such participation, be deemed to have consented to the Proposed Amendment proposed by the Consent Solicitation. If the Proposed Amendment becomes operative, the Company, the 2042 Notes Issuer and the 2059 Notes Issuer intend to enter into a supplemental indenture pursuant to which the 2042 Notes Issuer will transfer all of its property to the 2059 Notes Issuer, and the 2059 Notes Issuer will assume all obligations of the 2042 Notes Issuer under the 2042 Notes Indenture."


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