NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE OFFEROR, THE DEALER MANAGERS AND THE TENDER AND INFORMATION AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
9 July 2024
On 27 June 2024, Ülker Bisküvi Sanayi A.Ş. (the "Offeror") launched an invitation to eligible holders of the outstanding U.S$650,000,00 6.950 per cent notes due 2025 (Reg S ISIN: XS2241387500/144A ISIN: US903742AA22/144A CUSIP: 903742AA2) (the "Notes") to tender any and all such Notes for purchase by the Offeror for cash (such invitation, the "Offer"), subject to applicable offer and distribution restrictions. The Offer was made subject to satisfaction or waiver (at the sole discretion of the Offeror) of the New Issue Condition and on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 27 June 2024 (the "Tender Offer Memorandum") and the related notice of guaranteed delivery. The Tender Offer Settlement Date is expected to be on 10 July 2024.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Offer expired at 5:00 p.m. (New York City time) on 8 July 2024 (the "Expiration Deadline"). The Offeror hereby informs the Noteholders that, as of the Expiration Deadline, the aggregate principal amount of Notes validly tendered and not withdrawn is U.S.$351,709,000.
The New Issue Condition has been satisfied.
The Offeror will accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Deadline. The Offeror will make payment for the purchased Notes on the Tender Offer Settlement Date (or the Guaranteed Delivery Settlement Date, which is expected to be on 11 July 2024, in the case of Notes tendered by guaranteed delivery procedures). In addition, Noteholders whose Notes are purchased in the Offer will be paid interest accrued and unpaid on the relevant Note or Notes from (and including) the interest payment date for the Notes immediately preceding the Tender Offer Settlement Date to (but excluding) the Tender Offer Settlement Date. No additional accrued interest will be paid in respect of the period from the Tender Offer Settlement Date to the Guaranteed Delivery Settlement Date in the case of Notes for which the guaranteed delivery procedures were used.
Following settlement of the Offer, Notes repurchased pursuant to the Offer, together with the Notes currently held by the Offeror, will be cancelled. Following the settlement of the Offer, the Offeror expects the remaining principal amount of the Notes outstanding to be U.S.$225,222,000.
J.P. Morgan Securities plc and Merrill Lynch International are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as Tender and Information Agent.
This announcement is made by Fulya Banu Sürücü, CFO, on behalf of Ülker Bisküvi Sanayi A.Ş. and constitutes a public disclosure of inside information under Regulation (EU) 596/2014.
Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.
THE DEALER MANAGERS
J.P. Morgan Securities plc | Merrill Lynch International |
25 Bank Street | 2 King Edward Street |
Canary Wharf | London EC1A 1HQ |
London E14 5JP | United Kingdom |
United Kingdom |
Telephone: +44 207 996 5420 | |
Telephone: +44 207 134 2468 | Attention: Liability Management Group |
Attention: Liability Management | Email: DG.LM-EMEA@bofa.com |
Email: em_europe_lm@jpmorgan.com |
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.
THE TENDER AND INFORMATION AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: ulker@is.kroll.com
Website: https://deals.is.kroll.com/ulker
A copy of the Tender Offer Memorandum and the notice of guaranteed delivery is available to eligible noteholders upon request from the Tender and Information Agent.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum and the launch announcement published on 27 June 2024. None of the Dealer Managers, the Tender and Information Agent and the Offeror makes any recommendation or representation whatsoever regarding the Offer.
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
None of the Dealer Managers, the Tender and Information Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offeror, the Notes or the Offer contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender and Information Agent and any of their respective directors, officers, employees, agents or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers, the Tender and Information Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Offeror to disclose information with regard to the Offeror or the Notes which is material in the context of the Offer and which is not otherwise publicly available.