Korreden S.A. Announces Final Results of Offer to Purchase its Senior Notes, Consent Solicitation and Offer to Purchase Hollandwide Parent B.V.’S Exchangeable Bonds
By Korreden, PRNEThursday, November 17, 2011
PARIS, November 18, 2011 -
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (”ITALY“) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Korreden S.A. (”we,” “us,” the “Company” or, together with its subsidiaries, the “Group”) hereby announces the results, as of the Expiration Time (as defined below), of (i) the offer (the “Note Offer”) by Qualis S.C.A. (”Qualis”), its parent company, to purchase for cash any and all of the Company’s €79,292,530 aggregate principal amount Senior Notes due 2014 (the “Notes”), (ii) the offer (the “Exchangeable Bond Offer” and together with the Note Offer, the “Offers”) by Lamart Investment S.A. (”Lamart”), an affiliate of Qualis, 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. and (iii) the solicitation of consents by the Company (the “Consent Solicitation”) from the holders of the Notes to certain amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Notes Indenture”).
Percentage
of
Principal Principal Outstanding
Amount Amount Amount
Title of Security Outstanding Tendered[1] Tendered[1]
Senior Notes due 2014 EUR79,292,530 EUR63,239,726 79.75%
Exchangeable Bonds due
2014 EUR218,060,000 EUR185,336,000 84.99%
[1] Prior to the commencement of the Offers, Qualis, Lamart and their affiliates owned €12,428,135 in principal amount of Notes, representing approximately 15.67% of the aggregate principal amount of Notes outstanding and €31,881,000 in principal amount of Exchangeable Bonds, representing approximately 14.62% of the aggregate principal amount of Exchangeable Bonds outstanding.
According to information provided by the Tender Agent (as defined below), an aggregate principal amount of Notes equal to €61,892,393 had been validly tendered and not validly withdrawn in the Note Offer as of the early tender deadline of 4:00 p.m., London time, on November 2, 2011 (the “Early Tender Deadline”), and a total aggregate principal amount of Notes equal to €63,239,726, representing approximately 79.75% of the aggregate principal amount of Notes outstanding, has been validly tendered and not validly withdrawn in the Note Offer as of 4:00 p.m., London time (12:00 p.m., New York City Time), on November 17, 2011 (the “Expiration Time”). Prior to the commencement of the Note Offer, Qualis and its affiliates owned €12,428,135 in principal amount of Notes, representing approximately 15.67% of the aggregate principal amount of Notes outstanding. The Company is pleased to announce that Qualis has accepted for purchase all of the Notes tendered in the Note Offer at or prior to the Expiration Time. Holders who validly tendered and did not validly withdraw their Notes after the Early Tender Deadline and at or prior to the Expiration Time will receive, on the Final Settlement Date (as defined below), a purchase price of €562.50 per €1,000 of the principal amount of Notes purchased, plus all accrued but unpaid interest thereon for the period from November 1, 2011 up to (and including) the day immediately preceding the Final Settlement Date.
According to information provided by the Tender Agent (as defined below), an aggregate principal amount of Exchangeable Bonds equal to €181,632,000 had been validly tendered and not validly withdrawn in the Exchangeable Bond Offer as of the Early Tender Deadline, and a total aggregate principal amount of Exchangeable Bonds equal to €185,336,000, representing approximately 84.99% of the aggregate principal amount of Exchangeable Bonds outstanding, has been validly tendered and not validly withdrawn in the Exchangeable Bond Offer as of the Expiration Time. Prior to the commencement of the Exchangeable Bond Offer, Lamart and its affiliates owned €31,881,000 in principal amount of Exchangeable Bonds, representing approximately 14.62% of the aggregate principal amount of Exchangeable Bonds outstanding. The Company is pleased to announce that Lamart has accepted for purchase all of the Exchangeable Bonds tendered at or prior to the Expiration Time. Holders who validly tendered and did not validly withdraw their Exchangeable Bonds after the Early Tender Deadline and at or prior to the at or prior to the Expiration Time will receive, on the Final Settlement Date, a consideration of €50 per €1,000 of the principal amount of Exchangeable Bonds purchased.
In addition, as of the Early Tender Deadline, according to information provided by the Consent Solicitation Agent (as defined below), holders of an aggregate principal amount of Notes representing more than 90% of the aggregate principal amount of the outstanding Notes (excluding Notes held by affiliates of the Company, including Qualis and Lamart, which are disregarded and treated as if they were not outstanding for these purposes), had validly delivered and had not validly revoked their consents in the Consent Solicitation. Consequently, the Company, the trustee and the security agent executed a supplemental indenture (the “Supplemental Indenture”) and the Proposed Amendments became effective on November 4, 2011. In addition, the security agent executed a release letter to effect the release of the collateral securing the Notes. Although the requisite consents to execute the Supplemental Indenture had been received as of the Early Tender Deadline and the Supplemental Indenture has been executed and became effective, Holders who validly delivered and did not validly revoke their consents after the Early Tender Deadline and at or prior to the Expiration Time will receive, on the Final Settlement Date, a consent fee of €0.01 per €1,000 of the principal amount of Notes for which they consented.
The final settlement of the Offers and the Consent Solicitation is expected to occur on November 21, 2011 (the “Final Settlement Date”).
Rothschild & Cie assisted Qualis and Lamart with the communication of the Offers to holders 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 may obtain information regarding the Offers and the Consent Solicitation by directing a request to Law Debenture Trust Company of New York at james.jones@lawdeb.com or gregg.weissman@lawdeb.com 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 documents setting forth the terms and conditions of the Consent Solicitation (the “Consent Solicitation Statement”), the Exchangeable Bond Offer (the “Exchangeable Bond Offer Document”) and the Note Offer (the “Note Offer Document”).
DISCLAIMER
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. Neither the Tender Agent, Rothschild or the Company made 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 are 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, chulaud@qualis-sca.com, +33(0)1-56-89-95-01
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