PT Indonesia Asahan Aluminium (Persero) - Early Tender Results Announcement

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION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 28, 2022 /PRNewswire/ -- PT Indonesia Asahan Aluminium (Persero) (the "Issuer") announces the Early Expiration and Early Tender Results of the Tender Offer for cash made by BNP Paribas (the "Offeror") for up to U.S.$1,100 million in aggregate principal amount of the Issuer's Existing Notes listed below. Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Issuer's announcement dated April 13, 2022 (the "Announcement") in relation to the Tender Offer.

** EARLY TENDER RESULTS SUMMARY **

The Early Expiration Deadline in relation to the Tender Offer occurred at 5:00 p.m. (New York City time) on April 27, 2022.

As of the Early Expiration Deadline, the Offeror has received valid Early Tender Instructions under the Tender Offer as outline below:

Series of Existing Notes / ISINs (RegS;144A) / Aggregate principal amount tendered / Percentage tendered (of the principal amount of the outstanding Notes)

USD 1,000m 6.530% 2028 Notes / USY7140WAC20; US74445PAC68 / U.S.$653,133,000 / 65.31%

USD 750m 6.757% 2048 Notes / USY7140WAD03; US74445PAD42 / U.S.$376,779,000 / 50.24%

USD 1,250m 5.710% 2023 Notes / USY7140WAB47; US74445PAB85 / U.S.$424,932,000 / 63.02%

** FINAL MAXIMUM ACCEPTANCE AMOUNT **

The Offeror further announces that the final Maximum Acceptance Amount in relation to the Tender Offer shall be U.S.$ 1,100 million in aggregate principal amount of the Existing Notes. As the aggregate principal amount of the Existing Notes in respect of which valid Early Tender Instructions were received as of the Early Expiration Deadline exceeds the final Maximum Acceptance Amount, no Subsequent Tender Instructions received at or prior to the Expiration Deadline will be accepted by the Offeror.

** EXPIRATION DEADLINE AND FINAL RESULTS ANNOUNCEMENT **

The Expiration Deadline of the Tender Offer will be 11:59 p.m. (New York City time) on May 11, 2022, unless extended, terminated or withdrawn. The Offeror will announce the aggregate principal amount of Existing Notes tendered, whether the conditions to the Tender Offer (including the Financing Condition and the Accounting Condition) have been satisfied or waived, any Scaling Factors, the principal amount of Existing Notes accepted for purchase and the aggregate principal amount of Existing Notes that will remain outstanding following completion of the Tender Offer as soon as reasonably practicable following the Expiration Deadline.

** SETTLEMENT **

All Existing Notes validly tendered and accepted for purchase by the Offeror will be settled at the Final Settlement Date, which is expected to be on or about May 16, 2022, unless otherwise extended by the Offeror. On or about the Final Settlement Date, Holders of Existing Notes which have been validly tendered at or prior to the Early Expiration Deadline and accepted for purchase will be paid (x) the Early Tender Consideration plus (y) the relevant Accrued Interest.

It is therefore confirmed that all Existing Notes tendered and accepted will be settled on the Final Settlement Date (and with the relevant Accrued Interest being paid to (but excluding) the Final Settlement Date), provided that the conditions to the Tender Offer have been satisfied or waived and subject to the Offeror's right, in its sole discretion, to extend, re-open, amend, waive in whole or in part any condition to the Tender Offer and/or to withdraw or terminate the Tender Offer, subject to applicable law.

** DEALER MANAGERS **

BNP PARIBAS ([email protected]; [email protected] / +852 2108 5228)

J.P. Morgan ([email protected])

Mandiri Securities ([email protected] / +65 6589 3880) 

** THE INFORMATION AND TENDER AGENT **

Morrow Sodali Limited (Email: [email protected] / 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 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 dated April 13, 2022, prepared by the Issuer. 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.

The Tender Offer does not constitute a public offering or private placement in Indonesia under Law No. 8 of 1995 on Capital Market ("Indonesian Capital Markets Law") and its implementing regulations and the Financial Services Authority (Otoritas Jasa Keuangan) Regulation No. 30/POJK.04/2019 on Private Placement of Debt Securities and/or Sukuk Issuance ("OJK Regulation No. 30"). This announcement and the Tender Offer Memorandum may not be distributed in Indonesia, to Indonesian citizens, wherever they are domiciled, or to entities, or to Indonesian residents, in a manner which constitutes a public offering or private placement under the Indonesian Capital Markets Law and OJK Regulation No. 30.

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.

Tenders of Existing Notes in the Tender Offer will not be accepted from Holders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Tender Offer to be made by a licensed broker or dealer, any actions in connection with the Tender Offer shall be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

SOURCE PT INDONESIA ASAHAN ALUMINIUM (PERSERO)