PTT Exploration and Production Public Company Limited Announces Tender Offer
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND OTHER INFORMATION REFERRED TO HEREIN MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT OR SUCH OTHER INFORMATION COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION.
This announcement is for information purposes only and is not an offer to sell or the solicitation of an offer to acquire, purchase or subscribe for securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.
Nov 15, 2019, 05:12 ET
LONDON, Nov. 15, 2019 /PRNewswire/ -- On November 15, 2019, PTT Exploration and Production Public Company Limited (the "Company") announced an invitation to the holders of the U.S.$500,000,000 Subordinated Perpetual Capital Securities issued by PTTEP Treasury Center Company Limited and fully and unconditionally guaranteed on a subordinated basis by the Company (CUSIP, ISIN and Common Code: Y7150M AA5/USY7150MAA54/164939448 (Regulation S) and 69371M AA5/US69371MAA53/164978508 (Rule 144A)) (the "Existing Securities") to offer to tender any and all such Existing Securities for purchase by the Company for cash, subject to the offer restrictions referred to in "Offer and Distribution Restrictions", and upon the terms and subject to the conditions set forth in the tender offer memorandum (the "Tender Offer Memorandum"). As at the date hereof, the outstanding principal amount of the Existing Securities is U.S.$500,000,000. The invitation to tender the Existing Securities for purchase is referred to herein as the "Tender Offer". Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.
Summary of the Tender Offer
Title of Security |
ISIN/Common Code |
Outstanding Principal Amount at the date of the Tender Offer Memorandum |
Tender Consideration - Base Price |
Tender Consideration - Revised Price |
Amount Subject to Offer |
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Subordinated Perpetual Capital Securities |
USY7150MAA54/164939448 (Regulation S) US69371MAA53/164978508 (Rule 144A) |
U.S.$500,000,000 |
U.S.$1,041.25 |
U.S.$1,046.25 |
Any and all |
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Rationale for the Tender Offer
The rationale for the Tender Offer is for the Company to is optimize financing costs and actively manage the Company's maturity profile. The Company or any of its subsidiaries may at its sole discretion undertake other activities for this purpose in the future in relation to other series of notes issued by the Company and/or its subsidiaries that remain outstanding.
Indicative Timetable
The times and dates below are indicative only.
Events |
Times and Dates |
(All times are New York time unless |
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Commencement Date of the Tender Offer |
November 15, 2019 |
Expiration Deadline and Withdrawal Deadline |
11:59 a.m. (Hong Kong time) on |
Final Results Announcement |
As soon as reasonably practicable |
Guaranteed Delivery Date |
5:00 p.m. (New York City time) on November 27, 2019, unless the Expiration Deadline of the Tender Offer is extended, in which case it will be the second business day after the extended Expiration Deadline of the Tender Offer |
Tender Offer Settlement Date |
A date promptly following (but within |
New Issue Priority
PTTEP Treasury Center Company Limited (the "Treasury Center"), a subsidiary of the Company, is also making an offering of U.S. dollar denominated long-dated fixed rate senior notes fully and unconditionally guaranteed by the Company (the "New Notes" and such offer the "New Offering").
The New Offering will be marketed and priced in accordance with customary bookbuilding procedures. The Company will consider among other factors whether the relevant investor seeking an allocation of New Notes has, prior to pricing and allocation of the New Notes, validly tendered, or indicated a firm intention to tender, Existing Securities pursuant to the Tender Offer, with an intention to give preference to such eligible investors. Any such preference will be subject to the sole and absolute discretion of the Company and be applicable up to the aggregate principal amount of the Existing Securities tendered.
Holders that wish to tender their Existing Securities and subscribe for the New Notes must submit one instruction per beneficial owner. Holders that wish to tender their Existing Securities and not subscribe for the New Notes must also submit one instruction per beneficial owner.
Further Information
Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Tender Offer. Copies of the Tender Offer Memorandum are available, subject to offer and distribution restrictions, on the Tender Offer Website: https://sites.dfkingltd.com/pttep
Requests for information in relation to the Tender Offer should be directed to:
Citigroup Global Markets Inc. 390 Greenwich St, 1st Floor New York, NY 10013 United States of America Telephone: +1 212 723 6106 (New York) +44 20 7986 8969 (London) +852 2501 2552 (Hong Kong) E-mail: liabilitymanagement.asia@citi.com Attention: Debt Syndicate Desk |
The Hongkong and Shanghai Banking Corporation Limited Level 17, HSBC Main Building 1 Queen's Road Central Hong Kong Telephone: +1 212 525 5552 (New York) +44 20 7992 6237 (London) +852 2822 4100 (Hong Kong) E-mail: liability.management@hsbcib.com Attention: Liability Management Group
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Merrill Lynch (Singapore) Pte. Ltd. 50 Collyer Quay #14-01 OUE Bayfront Singapore 049321 Telephone: +1 888 292 0070 (U.S. Toll-Free) +44 20 7996 5420 (London) +65 6678 0000 (Singapore) E-mail: DG.LM-EMEA@bofa.com Attention: Debt Capital Markets / Liability Management |
Société Générale 29, boulevard Haussmann 75009 Paris France Telephone: +65 63 26 70 34 (Singapore) +33 1 42 13 32 40 (Paris) +1 855 881 2108 (U.S. Toll-Free) Email: liability.management@sgcib.com Attention: Liability Management |
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Requests for information in relation to the procedures for tendering Existing Securities and participating in the Tender Offer and the submission of an electronic instruction or submission should be directed to the Information and Tender Agent:
D.F. King Limited |
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In Hong Kong: |
In London: |
Suite 1601, 16/F, Central Tower 28 Queen's Road Central Central, Hong Kong Telephone: +852 3953 7230 |
65 Gresham Street London EC2V 7NQ United Kingdom By Telephone: (+44) 20 7920 9700 |
In New York: |
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48 Wall Street – 22nd floor, New York, New York 10005 United States |
Banks and Brokers call: +1 212 269 5550 All others call Toll-Free: +1 800 488 8075 By Facsimile Transmission (for Eligible For Confirmation: +1 212 269 5552 Attention: Andrew Beck |
Email: pttep@dfkingltd.com Tender Offer Website: https://sites.dfkingltd.com/pttep |
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The Expiration Deadline may be extended in certain circumstances, including a change in price, and any such extension will be for at least five Business Days pursuant to and in compliance with U.S. securities laws. |
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SOURCE PTT Exploration and Production Public Company Limited
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