PT Indonesia Asahan Aluminium (Persero) announces USD Cash Tender Offers
JAKARTA, Indonesia, July 15, 2022 /PRNewswire/ -- PT Indonesia Asahan Aluminium (Persero), a state-owned limited liability company established in Indonesia (the "Company"), announces three concurrent, but separate, offers to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated 15 July 2022 (the "Offer to Purchase") and subject to the offer restrictions described in the Offer to Purchase, any and all of (i) the outstanding U.S.$1,250,000,000 5.710% notes due 2023 issued by the Company (the "2023 Notes"); (ii) the outstanding U.S.$1,000,000,000 6.530% notes due 2028 issued by the Company (the "2028 Notes"); and (iii ) the outstanding U.S.$750,000,000 6.757% notes due 2048 issued by the Company (the "2048 Notes"), in each case from each registered holder of Notes (each, a "Holder" and, collectively, the "Holders"). The Company refers to the 2023 Notes, 2028 Notes and 2048 Notes collectively as the "Notes" and to each as a "series" of Notes. The Company refers to the offer to purchase each series of Notes as an "Offer" and the offers to purchase the Notes as the "Offers."
Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase.
** CASH CAP **
The Company will accept Notes in the order of their respective Acceptance Priority Level (as outlined below), subject to the satisfaction of the Maximum Purchase Price Consideration Condition (as defined below). The Company's obligation to complete an Offer with respect to a particular series of Notes is conditioned on the aggregate Purchase Price Consideration (as defined below) for the Offers, excluding the applicable Accrued Interest, (after taking into account Notes of each series accepted for purchase with a higher Acceptance Priority Level) not exceeding U.S.$1.0 billion (the "Cash Cap"). The Cash Cap may be increased or reduced at the Company's sole discretion, subject to applicable law and regulation.
** FIXED PRICES AND ACCEPTANCE PRIORITY LEVELS **
Series of Notes / ISINs (RegS;144A) / Outstanding Principal Amount (as of 15 July 2022) / Acceptance Priority Level / Fixed Price (per U.S.$1,000 in principal amount of the Notes)
USD 750m 2048 Notes / USY7140WAD03; US74445PAD42 / U.S.$750,000,000 / 1st priority / U.S.$941
USD 1,000m 2028 Notes / USY7140WAC20; US74445PAC68 / U.S.$1,000,000,000 / 2nd priority / U.S.$1,032
USD 1,250m 2023 Notes / USY7140WAB47; US74445PAB85 / U.S.$674,233,000 / 3rd priority / U.S.$1,023
** PURCHASE PRICE CONSIDERATION AND ACCRUED INTEREST **
The consideration (excluding the applicable Accrued Interest) for each U.S.$1,000 in principal amount of each series of Notes, as applicable, validly tendered at or prior to the Expiration Time or the Guaranteed Delivery Date pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase), and not validly withdrawn (such consideration, the "Purchase Price Consideration"), will be equal to the Fixed Price specified above for each respective series of Notes, in each case unless extended or earlier terminated with respect to an Offer by the Company in its sole discretion, subject to applicable law. In addition to the Purchase Price Consideration, Holders whose Notes of a given series are accepted for purchase will be paid accrued and unpaid interest on such Notes to, but not including, the Settlement Date (such amount, the "Accrued Interest").
** MAXIMUM PURCHASE PRICE CONSIDERATION CONDITION **
The Company's obligation to complete an Offer with respect to a particular series of Notes is conditioned on the aggregate Purchase Price Consideration for the Offers (excluding any applicable Accrued Interest) not exceeding the Cash Cap of U.S.$1.0 billion, unless waived by the Company as provided in the Offer to Purchase. Notwithstanding any other provision in the Offer to Purchase to the contrary, if at the Expiration Time for a particular Offer, the aggregate Purchase Price Consideration payable for such series of validly tendered Notes (together with the aggregate Purchase Price Consideration payable for all validly tendered Notes of each series with a higher Acceptance Priority Level and that are accepted for purchase), is greater than the Cash Cap, then the Company will not be obligated to accept for purchase such series of Notes and may terminate the Offer with respect to such series of Notes (the "Maximum Purchase Price Consideration Condition").
** NO PRO-RATION **
If any series of Notes is accepted for purchase pursuant to the Offers, all validly tendered Notes of that series will be accepted for purchase. No series of Notes will be subject to proration pursuant to the Offers.
** RATIONALE FOR THE OFFERS **
The purpose of the Offers is to optimize financing costs and actively manage the Company's leverage by acquiring the maximum principal amount of Notes for which the aggregate Purchase Price Consideration (excluding the applicable Accrued Interest) for the Notes does not exceed the Cash Cap.
** PARTICIPATION IN THE OFFERS **
Holders must either validly tender their notes via the respective Clearing System or deliver a properly completed and duly executed Notice of Guaranteed Delivery (as defined in and attached to the Offer to Purchase) and other required documents pursuant to the guaranteed delivery procedures described in the Offer to Purchase and in the Notice of Guaranteed Delivery at or prior to the Expiration Time and tender their Notes at or prior to 5:00 p.m., New York City time, on the second business day following the Expiration Time (such date and time, as the same may be extended with respect to an Offer, the "Guaranteed Delivery Date") to be eligible to receive the applicable Purchase Price Consideration for such Notes. Notes validly tendered may be withdrawn at or prior to the Withdrawal Date unless the relevant Offer is extended or earlier terminated, but not thereafter.
** INDICATIVE TIMETABLE FOR THE OFFERS ** (all times are New York City time)
Commencement Date – 15 July 2022
Withdrawal Date – 5:00 p.m. on 21 July 2022
Expiration Time – 5:00 p.m. on 21 July 2022
Tender Results Announcement – as soon as reasonably practicable following the Expiration Time, currently expected to be on or about 22 July 2022
Guaranteed Delivery Date – 5:00 p.m. (New York City time) on the second Business Day following the Expiration Time, which is expected to be 25 July 2022
Settlement Date – promptly after the Expiration Deadline (and in any event within three Business Days of the Expiration Time) and expected to be on or about 26 July 2022
Guaranteed Delivery Settlement Date – expected to occur on the Business Day after the Guaranteed Delivery Date, i.e. on 26 July 2022
** DEALER MANAGERS **
BNP Paribas ([email protected]; [email protected] / +852 2108 5228)
J.P. Morgan ([email protected] / +852 2800 8019)
Mandiri Securities ([email protected] / +65 6589 3880)
** THE INFORMATION AND TENDER AGENT **
Morrow Sodali Limited (Email: [email protected] / Tender Offers Website: https://projects.morrowsodali.com/mindid / + 852 2319 4130 / +44 20 4513 6933 / +1 203 609 4910)
Questions and requests for assistance in connection with tendering Notes and participating in the Offers and the submission of a tender instruction should be directed to the Information and Tender Agent. Questions and requests for assistance in connection with the Offers should be directed to the Dealer Managers.
** DISCLAIMER **
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO PARTICIPATE IN THE OFFERS. THE OFFERS ARE BEING MADE PURSUANT TO AN OFFER TO PURCHASE, A COPY OF WHICH WILL BE DELIVERED TO HOLDERS OF THE NOTES, AND WHICH SETS FORTH THE COMPLETE TERMS AND CONDITIONS OF THE OFFERS. NOTEHOLDERS ARE URGED TO READ THE OFFER TO PURCHASE CAREFULLY BEFORE MAKING ANY DECISION WITH RESPECT TO THEIR NOTES.
NEITHER THIS ANNOUNCEMENT NOR THE OFFER TO PURCHASE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL NOTES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO, AND TENDERS OF NOTES FOR PURCHASE PURSUANT TO THE TENDER OFFERS WILL NOT BE ACCEPTED FROM NOTEHOLDERS IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE AN INVITATION TO TENDER TO BE MADE BY A LICENSED BROKER OR DEALER AND THE DEALER MANAGER OR ITS AFFILIATE IS SUCH A LICENSED BROKER OR DEALER IN SUCH JURISDICTIONS, ANY INVITATION SHALL BE DEEMED TO BE MADE ON BEHALF OF THE OFFER BY THE DEALER MANAGER OR SUCH AFFILIATE, AS THE CASE MAY BE, AND NO INVITATION IS MADE IN ANY SUCH JURISDICTION WHERE THE DEALER MANAGER OR ITS RELEVANT AFFILIATE IS NOT SO LICENSED.
NEITHER THE OFFER TO PURCHASE NOR THIS ANNOUNCEMENT CONSTITUTES AS A PUBLIC OFFERING OR PRIVATE PLACEMENT IN INDONESIAN UNDER LAW NO. 8 OF 1995 ON CAPITAL MARKETS AND ITS IMPLEMENTING REGULATIONS (THE "CAPITAL MARKETS LAW") AND OJK REGULATION NO. 30 OF 2019 ON THE ISSUANCE OF DEBT-LINKED SECURITIES AND/OR SUKUK ISSUED BY WAYS OF PRIVATE PLACEMENT ("OJK REGULATION NO. 30"). THIS ANNOUNCEMENT AND THE OFFER TO PURCHASE WILL NOT BE AND MAY NOT BE OFFERED OR SOLD IN INDONESIA OR TO INDONESIAN CITIZENS, WHEREVER THEY ARE DOMICILED, OR TO INDONESIAN RESIDENTS, IN A MANNER WHICH CONSTITUTES A PUBLIC OFFER OR PRIVATE PLACEMENT UNDER THE CAPITAL MARKETS LAW AND ITS IMPLEMENTING REGULATIONS AND OJK REGULATION NO. 30.
SOURCE PT Indonesia Asahan Aluminium (Persero)
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