Jaguar Land Rover Automotive plc Announces Final Results of Offer to Purchase and Consent Solicitation for its $410,000,000 8.125% Senior Notes due 2021
LONDON, March 31, 2015 /PRNewswire/ -- Jaguar Land Rover Automotive plc (the "Company"), the parent company of the Jaguar Land Rover group of companies and a subsidiary of Tata Motors Limited, announces today the final results of its previously announced offer to purchase for cash (the "Offer") any and all of its outstanding 8.125% Senior Notes due 2021 (the "Notes") and related solicitation (the "Consent Solicitation") of consents (the "Consents") to certain proposed amendments (the "Proposed Amendments") to the indenture dated 19 May 2011 (the "Indenture) under which the notes were issued, as more fully described in the offer to purchase and consent solicitation statement dated 3 March 2015 (the "Statement"). The Offer and Consent Solicitation expired at 11:59 p.m., New York time, on 30 March 2015, unless extended or terminated by the Company (the "Expiration Date").
As of the Expiration Date, the Company has received valid tenders and Consents of $326,417,000 in aggregate principal amount of Notes representing approximately 79.61% of the Notes outstanding at the commencement of the Offer and Consent Solicitation, including tenders of $326,117,000 in aggregate principal amount of Notes received at or prior to 5:00 p.m., New York time, on 16 March 2015 (the "Early Tender Date"). Following completion of the Offer and Consent Solicitation, $83,583,000 in aggregate principal amount of the Notes will remain outstanding. As previously reported, the Company has also received in excess of the Requisite Consents to the Proposed Amendments to the Indenture. The Company has accepted all Notes validly tendered and all Consents validly delivered and, therefore, the Company, the Guarantors and the Trustee executed a supplemental indenture adopting the Proposed Amendments on 16 March 2015 which became operative on 17 March 2015. The amendments apply to all Notes issued under the Indenture.
Holders who validly tendered (thereby delivering their Consents) after the Early Tender Date, but prior to the Expiration Date, will receive the Late Consideration which is equal to an amount of $1,093.52 per $1,000 principal amount of Notes.
Holders who validly tendered (thereby delivering Consents) after the Early Tender Date, but prior to the Expiration Date, and whose Notes are accepted for purchase in the Offer and Consent Solicitation will also receive accrued and unpaid interest for such purchased Notes from the last interest payment date to, but not including, the Final Settlement Date, equivalent to $30.69 per $1,000 in principal amount of Notes accepted.
The Offer and Consent Solicitation were made upon a number of conditions that are set forth in the Statement. These conditions are more fully described in the Statement.
J.P. Morgan Securities LLC acted as dealer manager and solicitation agent (the "Dealer Manager and Solicitation Agent") and D.F. King & Co., Inc. acted as tender agent (the "Tender Agent") for the Offer and Consent Solicitation.
Capitalised terms used and not defined herein shall have the meaning set forth in the Statement.
THE COMPANY
Jaguar Land Rover Automotive plc
Abbey Road
Whitley
Coventry
CV35 0RG
United Kingdom
The Tender Agent for the Offer and Consent Solicitation is:
D.F. King & Co., Inc.
Address & Contact Details
Attention: Krystal Scrudato
48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Other Call Toll Free: (866) 416-0553
Email: [email protected]
The Dealer Manager and Solicitation Agent for the Offer and Consent Solicitation is:
J.P. Morgan
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York, 10179
Attention: Liability Management Group
Toll Free: (866) 834-4666
Collect: (212) 834-4811
None of the Company, the Dealer Manager and Solicitation Agent, the Tender Agent or the Trustee makes any recommendation as to whether you should tender any or all of your Notes and deliver your Consent. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offer and Consent Solicitation is being made solely by means of the Statement.
Disclaimer
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This announcement does not describe all the material terms of the Offer and Consent Solicitation and no decision should be made by any Holder on the basis of this announcement. The complete terms and conditions of the Offer and Consent Solicitation are described in the Statement. This announcement must be read in conjunction with the Statement. The Statement contains important information which should be read carefully before any decision is made with respect to the Offer and Consent Solicitation. If any Holder is in any doubt as to the contents of this announcement, or the Statement, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes and deliver Consents pursuant to the Offer and Consent Solicitation.
Offer and Distribution Restrictions
Neither this announcement nor the Statement constitutes an invitation to participate in the Offer and 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 or blue sky laws. Persons into whose possession either this announcement or the Statement comes are required by each of the Company, the Dealer Manager and Solicitation Agent and the Tender Agent to inform themselves about, and to observe, any such restrictions.
United Kingdom. The communication of this Statement and any other documents or materials relating to the Offer and Consent Solicitation are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, this Statement and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this Statement and such other documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that they are only being distributed to and are only directed at: (i) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")); or (ii) persons falling within Article 43 of the Financial Promotion Order; or (iii) any other persons to whom this Statement and such other documents and/or materials may otherwise lawfully be communicated under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). This Statement and such documents and/or materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Statement relates is available only to relevant persons and will be engaged in only with relevant persons.
France. The Offer and Consent Solicitation are not being made, directly or indirectly, to the public in France. Neither this Statement nor any other documents or offering materials relating to the Offer and Consent Solicitation have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411‑2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer and Consent Solicitation. This Statement has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
Italy. None of the Offer and Consent Solicitation, this Statement and any other document or materials relating to the Offer and Consent Solicitation have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer and Consent Solicitation are being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). Accordingly, the Offer and Consent Solicitation are not available to investors located in Italy that do not qualify as qualified investors (investitori qualificati), as defined pursuant to Article 100 of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Issuers' Regulation ("Ineligible Italian Investors"). Ineligible Italian Investors may not tender Notes in the Offer and Consent Solicitation and neither this Statement nor any other documents or materials relating to the Offer and Consent Solicitation or the Notes may be distributed or made available to Ineligible Italian Investors. Holders or beneficial owners of the Notes that are located in Italy and qualify as qualified investors (investitori qualificati) can tender Notes for purchase in the Offer and Consent Solicitation through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Switzerland. Neither this Statement nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offer and Consent Solicitation. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offer and Consent Solicitation.
Luxembourg. The terms and conditions relating to this Statement have not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg ("Luxembourg"). Accordingly, the Offer and Consent Solicitation may not be made to the public in Luxembourg, directly or indirectly, and none of this Statement or any other prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities.
The Netherlands. The Offer and Consent Solicitation are not being made, directly or indirectly, to the public in The Netherlands. Neither this Statement nor any other document or material relating to the Offer and Consent Solicitation have been or shall be distributed to the public in The Netherlands and only (i) legal entities which are qualified investors (as defined in the Prospectus Directive and which includes authorised discretionary asset managers acting for the account of retail investors under a discretionary investment management contract) in the Netherlands, (ii) standard logo and exemption wording is disclosed, as required by article 5:20(5) of the Dutch Financial Supervision Act (Wet op het financieel toezicht), or such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not applicable are eligible to participate in the Offer and Consent Solicitation.
Singapore. Neither this Statement nor any other documents or materials relating to the Offer and Consent Solicitation has been or will be registered as a prospectus with the Monetary Authority of Singapore. The Offer and Consent Solicitation do not constitute a public tender offer for the purchase of Notes or a public offering of securities in Singapore pursuant to Section 273(1)(e) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"). Accordingly, the Offer and Consent Solicitation are not being made, and this Statement and any other documents or materials relating to the Offer and Consent Solicitation are not to be circulated or distributed, whether directly or indirectly, to persons located or resident in Singapore other than to (i) an institutional investor under Section 274 of the SFA, (ii) a relevant person as defined in Section 275(1) of the SFA, or to any person as referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
General. The Company has not filed this announcement or the Statement with, and it has not been reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer and Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This announcement, the Statement and any related documents do not constitute an offer to purchase Notes or the solicitation of an offer to purchase Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer and Consent Solicitation will be deemed to be made on behalf of the Company or such affiliate (as the case may be) by the Dealer Manager and Solicitation Agent or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
The distribution of this announcement and the Statement in certain jurisdictions is restricted by law. Persons into whose possession this announcement or Statement comes are required by the Company, the Dealer Manager and Solicitation Agent and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Holders of Notes with questions regarding the procedures for participating in the Offer and Consent Solicitation should contact the Tender Agent for further information. All other questions concerning the Offer and the Consent Solicitation should be directed to the Dealer Manager and Solicitation Agent.
Each Holder of Notes participating in the Offer and Consent Solicitation will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally set out in the Statement. Any tender of Notes (and the related delivery of Consents) pursuant to the Offer and Consent Solicitation from a Holder of Notes who is unable to make these representations will not be accepted. Each of the Company, the Guarantors, the Dealer Manager and Solicitation Agent and the Tender Agent reserve the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer and Consent Solicitation, whether any such representation given by a Holder of Notes is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender and delivery of Consents shall not be accepted.
SOURCE Jaguar Land Rover Automotive plc
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