July 14, 2020 | Press Release
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT IS QUALIFIED OR MAY HAVE BEEN QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Logicor Financing S.à r.l. (the “Offeror”) announces the settlement date (the “Settlement Date”) of the Offer (as defined below) to the holders (“Holders”) of its €600,000,000 0.500% Guaranteed Notes due 2021 (ISIN XS1989759748; Common Code 198975974) (the “Notes”), as unconditionally guaranteed by Eurologi II S.à r.l., Eurologi III S.à r.l., Kensington Spain Logistics Topco S.à r.l., LogiCor Topco S.à r.l., Loren France New Master Topco S.à r.l., Loren Germany Pledgeco S.à r.l., Germany Logistics Pledgeco S.à r.l., Poland Industrial S.à r.l., Shine Investment Topco S.à r.l., Clover Holdings Topco S.à r.l., Logistics Holdings Topco S.à r.l., Spain Logistics Topco S.à r.l., Figo (Logistics) Topco S.à r.l., Italian Logistics Master Topco S.à r.l., Italian Logistics Pledgeco S.à r.l., Logicor Topco II S.à r.l., Corridor Investment Pledgeco S.à r.l., Logs Holdings Pledgeco S.à r.l., Harbour (Logistics) Pledgeco S.à r.l., Kensington France Logistics Topco S.à r.l., Nashorn Logistics Topco S.à r.l., Poland Industrial II S.à r.l. and Logicor (Redwood) Topco S.à r.l. (the “Guarantors”), to tender their Notes for purchase by the Offeror for cash on the terms and subject to the conditions set out in the Offer to Purchase Statement (the “Offer”).
The Offer was announced on 2 July 2020 and was made on the terms and subject to the conditions and offer restrictions set out in the Offer to Purchase Statement dated 2 July 2020 (the “Offer to Purchase Statement”) and prepared by the Offeror. The Offer expired on 9 July 2020 at 5:00 p.m., CET and the results of the Offer were announced on 10 July 2020. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Offer to Purchase Statement.
Settlement Date
The New Issuance completed on 13 July 2020. In accordance with the Offer to Purchase Statement, the Settlement Date will be the date hereof.
Settlement of the Offers and Other Relevant Information
On the Settlement Date, payment of the Tender Offer Consideration will be made in immediately available funds delivered to the Clearing Systems for payment to the cash accounts of the relevant Direct Participants in the Clearing Systems. The deposit of such funds with the Clearing Systems will discharge the obligation of the Offeror to all Holders in respect of the above amounts represented by such funds.
Further Information
The Offeror has engaged BNP Paribas and Morgan Stanley & Co. International plc to act as the Dealer Managers for the Offer. The Offeror has also engaged Lucid Issuer Services Limited to act as the Tender Agent.
DEALER MANAGER
BNP Paribas
16, boulevard des Italiens
75009 Paris
France
Tel: +33 1 55 77 78 94
Email: [email protected]
Attention: Liability Management Group
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
Telephone: +44 (0) 20 7677 5040
Attention: Liability Management Group
Email: [email protected]
TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Thomas Choquet
E-mail: [email protected]
Tel: +44 (0) 20 7704 0880
DISCLAIMER
This announcement is released by Logicor Financing S.à r.l. and contains information that is qualified or may have been qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, encompassing information relating to the Offer described above.
This announcement must be read in conjunction with the Offer to Purchase Statement. This announcement and the Offer to Purchase Statement contain important information which should be read carefully. To receive copies of the Offer to Purchase Statement or for questions relating to the Offer, please contact the Dealer Managers or the Tender Agent using the contact information given above. None of the Offeror, the Guarantors, the Dealer Managers or the Tender Agent (or any of their respective directors, employees or Affiliates) is providing Holders with any legal, business, tax or other advice in this announcement or the Offer to Purchase Statement or makes any representation or recommendation whatsoever regarding this announcement, the Offer to Purchase Statement or the Offer, and none of them has authorised any person to make any such recommendation.
This announcement is for informational purposes only and does not constitute an offer or an invitation to participate in the Offer. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.