SINGAPORE, Dec. 13, 2010 /PRNewswire/ -- Reference is made to the announcement of the Company dated November 29, 2010 and the Notes listed on the Singapore Exchange Securities Trading Limited. In this announcement, capitalized terms shall have the meanings as those previously defined in the November 29, 2010 announcement or the Offer to Purchase dated November 29, 2010, as applicable.
The Early Consent Deadline expired at 5:00pm, New York City time, on December 10, 2010.
As of the Early Consent Deadline, US$302,640,000 aggregate outstanding principal amount of the Notes, representing approximately 96.08% of the outstanding principal amount of the Notes have been validly tendered and not withdrawn. As a result, Requisite Consents of a majority in principal amount of Notes outstanding have been received for the Proposals to (a) among other modifications, eliminate substantially all of the restrictive covenants and certain events of default in the Indenture; and (b) direct the Trustee to execute an Amendment Deed to the Security Sharing Deed (as defined in the Indenture), which would permit BUMA to (i) refinance the Notes; and (ii) repay outstanding indebtedness under the US$285,000,000 Facility Agreement dated October 29, 2009 between, amongst others, the Company as the guarantor, BUMA as the borrower and Sumitomo Mitsui Banking Corporation, Singapore Branch, as facility agent, by entering into a new credit facility as pari passu secured indebtedness (the "New Credit Facility"). A portion of the proceeds of the New Credit Facility will be used to purchase the outstanding Notes pursuant to the Tender Offer and any amounts payable pursuant to the Tax Call (as described below).
The Tender Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on December 27, 2010, unless extended (such date and time, as the same may be extended) (the "Expiration Date"). The Company will, subject to the satisfaction of the conditions set forth in the Offer to Purchase, pay the Total Consideration or the Tender Consideration for the Notes, as the case may be, on the Settlement Date, which is expected to be December 30, 2010.
Adoption of the Proposals and consummation of the Tender Offer will have adverse consequences for Holders that elect not to tender Notes in the Tender Offer and deliver Consents in the Consent Solicitation. Holders of Notes outstanding after consummation of the Tender Offer and Consent Solicitation will no longer be entitled to the benefit of substantially all of the restrictive covenants presently contained in the Indenture governing the Notes, and the Company will have the ability to amend the Security Sharing Deed and enter into the New Credit Facility as pari passu indebtedness.
In addition, the trading market for Notes outstanding upon completion of the Tender Offer will be materially more limited. Further, the Company currently expects that any Noteholders who do not tender their Notes in the Tender Offer prior to the Expiration Date will have their Notes redeemed pursuant to the Tax Call.
The Company intends to announce the commencement of the Tax Call on or about December 13, 2010, pursuant to which the Notes will be redeemed at 100% of the principal amount of the Notes plus accrued and unpaid interest. As the Notes may only be redeemed in whole but not in part under the Tax Call, the Company's current expectation is that there will be no Notes outstanding following the closing of the Tax Call, which is expected to take place on, or about, January 12, 2011.
THE OFFER TO PURCHASE AND CONSENT SOLICITATION ARE NOT BEING MADE IN GUERNSEY OR MONACO. ACCORDINGLY, THE OFFER TO PURCHASE AND CONSENT SOLICITATION ARE NOT MADE OR MADE AVAILABLE TO HOLDERS OF NOTES WHO ARE GUERNSEY OR MONACO RESIDENTS AND/OR PERSONS LOCATED IN GUERNSEY OR MONACO AND THEY MAY NOT TENDER NOTES OR DELIVER CONSENTS, AND ANY TENDERS OF NOTES OR DELIVERY OF CONSENTS FROM OR ON BEHALF OF SUCH ANY HOLDER IN GUERNSEY OR MONACO SHALL BE INEFFECTIVE AND VOID. THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT MAY NOT BE DISTRIBUTED NOR MADE AVAILABLE IN GUERNSEY OR MONACO.
BY ORDER OF THE BOARD
For and on behalf of the Company
SOURCE PRIME DIG PTE. LTD.