*** BNP Paribas announces Tender Offer on PT Indonesia Asahan Aluminium (Persero) USD Notes ***
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
JAKARTA, Indonesia, April 13, 2022 /PRNewswire/ -- BNP Paribas (the "Offeror") announces today an invitation to eligible holders of outstanding notes issued by PT Indonesia Asahan Aluminium (Persero) (the "Issuer"). The Offeror invites the holders (the "Holders") of the outstanding Existing Notes of the Issuer listed below to tender for purchase by the Offeror for cash the Existing Notes in accordance with the procedures described, and upon the terms and subject to the conditions set forth, in the tender offer memorandum dated 13 April 2022 (the "Tender Offer Memorandum"). Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
The Maximum Acceptance Amount is U.S.$1,100,000,000 in aggregate principal amount of the Existing Notes (increased or reduced at the Offeror's sole discretion, subject to applicable law and regulation) (the "Maximum Acceptance Amount").
If the aggregate principal amount of the Existing Notes validly tendered in the Tender Offer exceeds the Maximum Acceptance Amount, the Offeror will accept tender instructions in accordance with the Acceptance Priority Level as set out below. All Existing Notes tendered before the Early Expiration Deadline will be accepted for purchase in priority to other Existing Notes tendered after the Early Expiration Deadline, even if such Existing Notes tendered after the Early Expiration Deadline have a higher Acceptance Priority Level than Existing Notes tendered prior to the Early Expiration Deadline.
** SUMMARY OF TENDER OFFER CONSIDERATION AND ACCEPTANCE PRIORITY LEVEL **
Series of Existing Notes / ISINs (RegS;144A) / Outstanding Principal Amount (1) / Acceptance Priority Level / Early Tender Consideration (2) (4) / Subsequent Tender Consideration (3) (4)
USD 1,000m 2028 Notes / USY7140WAC20; US74445PAC68 / U.S.$1,000,000,000 / 1st priority / U.S.$1,107.50 / U.S.$1,057.50
USD 750m 2048 Notes / USY7140WAD03; US74445PAD42 / U.S.$750,000,000 / 2nd priority / U.S.$1,088.75 / U.S.$1,038.75
USD 1,250m 2023 Notes / USY7140WAB47; US74445PAB85 / U.S.$674,233,000 / 3rd priority / U.S.$1,041.25 / U.S.$1.000.00
(1) As of 13 April 2022
(2) In order to receive the Early Tender Consideration, Holders must validly tender their Existing Notes by, and such tender must be received by the Information and Tender Agent at or prior to, the Early Expiration Deadline.
(3) In order to receive the Subsequent Tender Consideration, Holders must validly tender their Existing Notes by, and such tender must be received by the Information and Tender Agent at or prior to, the Expiration Deadline.
(4) Per U.S.$1,000 in principal amount of the Notes
In addition to the relevant Early Tender Consideration or the relevant Subsequent Tender Consideration, the Offeror will also pay Holders (whose Existing Notes are accepted for purchase by the Offeror) the relevant Accrued Interest.
** NEW NOTES AND NEW ISSUE PRIORITY **
The Issuer has expressed the intention, subject to market conditions, to make an offering of two to three series of U.S. dollar denominated fixed rate senior notes with tenors of up to five, ten and/or 30 years, respectively, (the "New Notes"), in "offshore transactions" as defined in, and pursuant to Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "Securities Act") and in the United States only to a limited number of "qualified institutional buyers" pursuant to Rule 144A under the Securities Act ("Rule 144A") (such offer, the "New Offering"). The New Offering is being made pursuant to a preliminary offering memorandum to be dated on or about April 13, 2022 (the "Preliminary Offering Memorandum"), copies of which may be obtained from Morrow Sodali Limited and which is available on the Tender Offer Website at https://bonds.morrowsodali.com/MindID.
Holders that tender their Existing Notes pursuant to an Early Tender Instruction will also have the option to apply to subscribe for New Notes with New Issue Priority.
The Issuer will consider, among other factors, whether the relevant investor seeking an allocation of New Notes has, at or prior to the Early Expiration Deadline, validly tendered, or indicated a firm intention to tender, Existing Notes pursuant to the Tender Offer, with an intention to give preference to such eligible investors. Any such preference will be subject to applicable law and at the sole and absolute discretion of the Issuer and be applicable up to the aggregate principal amount of the Existing Notes tendered and validly accepted for purchase.
** FINANCING CONDITION AND ACCOUNTING CONDITION **
The consummation of the Tender Offer is conditioned upon:
1. the Issuer having priced, at, prior to or no later than one Business Day following the Expiration Deadline, the New Notes and having entered into a purchase agreement between the Issuer and the joint lead managers in relation to such New Offering (the "Financing Condition"), such Financing Condition having been satisfied or waived by the Offeror at or prior to the Expiration Deadline; and
2. the Issuer having received a confirmation in form and substance satisfactory to the Issuer regarding the exchange accounting treatment of the Existing Notes and the Tender Offer under PSAK (the "Accounting Condition"), such Accounting Condition having been satisfied or waived by the Issuer at or prior to the Expiration Deadline.
** RATIONALE FOR THE TENDER OFFER **
The purpose of the Tender Offer, in conjunction with the New Offering, is to optimize financing costs and actively manage the Issuer's debt maturity profile.
** PRO-RATION **
If the aggregate principal amount of the Existing Notes validly tendered pursuant to Early Tender Instructions exceeds the final Maximum Acceptance Amount, the Offeror will accept such Existing Notes validly tendered pursuant to Early Tender Instructions on a pro rata basis such that the aggregate principal amount of the Existing Notes validly tendered pursuant to Early Tender Instructions accepted for purchase does not exceed the final Maximum Acceptance Amount. Subject to the Acceptance Priority, such pro rata acceptance will be calculated for each series of the Existing Notes by multiplying the principal amount of the relevant Existing Notes separately, as applicable, represented by each such Tender Instruction by a Scaling Factor.
** WITHDRAWAL RIGHTS **
Tender Instructions are irrevocable. Holders may not withdraw from the Tender Offer in respect of Existing Notes that are validly tendered in the Tender Offer. If the Offeror increases the Maximum Acceptance Amount, it does not expect to extend withdrawal rights to Existing Notes already validly tendered.
** INDICATIVE TIMETABLE FOR THE TENDER OFFER ** (all times are New York City time)
COMMENCEMENT DATE – 13 April 2022
EARLY EXPIRATION DEADLINE – 17:00 (New York time) on 27 April 2022, unless extended, terminated or withdrawn
EARLY RESULTS ANNOUNCEMENT – currently expected to be on or about 28 April 2022
EARLY SETTLEMENT DATE (if any) – currently expected to be on or about 3 May 2022, unless the Early Expiration Deadline is extended
EXPIRATION DEADLINE – 23:59 (New York time) on 11 May 2022, unless extended, terminated or withdrawn
FINAL RESULTS ANNOUNCEMENT – currently expected to be on or about 12 May 2022
FINAL SETTLEMENT DATE – Promptly after the Expiration Deadline (and in any event within three Business Days of the Expiration Deadline) and expected to be on or about May 16, 2022, unless the Expiration Deadline is extended
** DEALER MANAGERS **
BNP PARIBAS (liability.management@bnpparibas.com; dl.asia.syndicate@asia.bnpparibas.com / +852 2108 5228)
J.P. Morgan (Head_of_EMEA_DCMG@jpmorgan.com)
Mandiri Securities (dcm.group@mandirisek.co.id / +65 6589 3880)
** THE INFORMATION AND TENDER AGENT **
Morrow Sodali Limited (Email: mindid@investor.morrowsodali.com / Tender Offer Website: https://bonds.morrowsodali.com/MindID / +44 20 4513 6933 / + 852 2319 4130 / +1 203 609 4910)
Requests for information in relation to the procedures for tendering Existing Notes and participating in the Tender Offer and the submission of an electronic instruction or submission should be directed to the Information and Tender Agent. Questions and requests for assistance in connection with the Tender Offer may be directed to the Dealer Managers.
** DISCLAIMER **
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any Existing Notes is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Tender Offer. If any holder of Existing Notes is in any doubt as to the action it should take, it should seek its own legal, tax and financial advice, including as to any tax consequences, from its legal, accounting, financial and other advisers. None of the Offeror, the Dealer Managers or the Information and Tender Agent (or their respective directors, employees or affiliates) makes any representation or recommendation whatsoever regarding the Tender Offer Memorandum or the Tender Offer, and none of the Issuer, the Offeror, the Dealer Managers or the Information and Tender Agent (or their respective directors, employees or affiliates) makes any recommendation as to whether Holders should tender Existing Notes in the Tender Offer. The Information and Tender Agent is the agent of the Issuer and owes no duty to any Holder.
Nothing in this announcement constitutes an offer to buy or the solicitation of an offer to sell securities, including any New Notes, in any jurisdiction in which such offer or solicitation would be unlawful. The Existing Notes which are the subject of the Tender Offer and any New Notes have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of the United States or any state thereof or the applicable laws of any other jurisdiction.
NEITHER THIS ANNOUNCEMENT OR THE TENDER OFFER MEMORANDUM NOR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE TENDER OFFER OR ANY RELATED DOCUMENTS, AND IT MAY BE UNLAWFUL AND A CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE CONTRARY
SOURCE BNP Paribas
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