Rettig Group announces the final results of the consent solicitation and written procedure relating to its EUR 110,000,000 notes due 2022: proposals approved
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Further to the announcements on 16 April 2018 and 20 April 2018 regarding Rettig Group Ltd's (“Rettig Group”) consent solicitation relating to its senior unsecured EUR 110,000,000 2.375 percent fixed rate notes due 2022 (the “Notes”), Rettig Group hereby announces the final results of the consent solicitation and written procedure.
The written procedure in respect of the Notes was quorate and 100% of the votes cast were in favour of the proposals set out in the consent solicitation memorandum dated 16 April 2018 (the “Consent Solicitation Memorandum”) and the related notice of procedure in writing. The proposed resolution in relation to the Notes has therefore been duly passed in accordance with the terms of the Consent Solicitation Memorandum and the related notice of procedure in writing. The effective date of the proposed resolution is 26 April 2018.
Rettig Group expects to pay the consent fees to the relevant holders of Notes in accordance with the terms of the Consent Solicitation Memorandum by no later than 3 May 2018.
The details of the terms of the consent solicitation and the related amendments to the terms and conditions of the Notes are set out in the Consent Solicitation Memorandum.
Further details about the consent solicitation can be obtained from the Solicitation Agent:
OP Corporate Bank plc
Telephone: +358 10 252 1668, Attention: Thomas Ulfstedt
In respect of the consent solicitation process, this announcement must be read in conjunction with the Consent Solicitation Memorandum. If any noteholder is in any doubt as to the contents of this communication, the information contained in the Consent Solicitation Memorandum or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Neither this communication nor the Consent Solicitation Memorandum constitutes an invitation to participate in the consent solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution or publication of this announcement or of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or any other jurisdiction in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This communication does not constitute an offer of securities for sale in the United States. The Notes and the consent solicitation have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state of the United States. The consent solicitation is only being made outside the United States. The Notes may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, a U.S. Person (as defined in Regulation S under the Securities Act (“Regulation S”)), except in offshore transactions within the meaning of and in accordance with Regulation S.
This communication is only directed at (a) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this document relates is only available to and will only be engaged in with relevant persons, and any person who is not a relevant person should not act or rely on this document or any of its contents.