TIDM50ML
RNS Number : 4045Z
Obrascon Huarte Lain, S.A.
15 March 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON,
IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING
PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE
ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
15 March 2012
INVITATION BY OBRASCON HUARTE LAIN, S.A. TO HOLDERS OF ITS EUR
700,000,000 7.375 PER CENT. NOTES DUE 2015 TO TENDER THEIR NOTES
FOR PURCHASE FOR CASH
Obrascon Huarte Lain, S.A. ("OHL") has today launched
invitations to holders of its EUR 700,000,000 7.375 per cent. Notes
due 2015 (the "Securities") to tender up to EUR 300,000,000 of the
outstanding Securities for purchase by OHL for cash (each such
invitation an "Offer" and together, the "Offers").
The rationale for the Offers is to address pro-actively OHL's
debt redemptions and to extend the average maturity of its debt.
Any Securities acquired by OHL pursuant to the Offers will be
cancelled and will not be reissued or resold.
The Offers are being made upon the terms and subject to the
conditions contained in the tender offer memorandum dated 15 March
2012 (the "Tender Offer Memorandum"), copies of which may be
obtained by eligible holders of Securities free of charge from the
Dealer Managers or the Tender Agent (details of whom are set out
below). Holders of Securities are encouraged to read the Tender
Offer Memorandum carefully.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
OHL will determine, in its sole discretion, the aggregate
principal amount outstanding of Securities that it will accept for
purchase pursuant to the Offers (the "Maximum Repurchase
Amount").
OHL proposes to accept for purchase Securities pursuant to the
Offers up to EUR 300,000,000 in aggregate principal amount of
Securities (the "Target Repurchase Amount") although OHL reserves
the right, in its sole discretion, to purchase less than or more
than the Target Repurchase Amount for purchase pursuant to the
Offers.
If the aggregate principal amount of Securities validly tendered
for repurchase is greater than the Maximum Repurchase Amount, OHL
intends to accept such validly tendered Securities on a pro rata
basis such that the aggregate principal amount of such Securities
accepted for repurchase is not greater that the Maximum Repurchase
Amount.
OHL has also announced today its intention to issue senior notes
due 2020(the "New Securities"). Whether OHL will accept for
purchase Securities validly tendered in an Offer shall be subject
to the completion of the issue by OHL of the New Securities in
order to enable it to finance the aggregate total consideration for
the Securities validly tendered and accepted in the Offers on or
prior to the Tender Offer Settlement Date (the "New Issue
Condition").
The Offers begin today, 15 March 2012, and will expire at 4.00
p.m. (Central European Time) on 23 March 2012 (the "Expiration
Deadline"), unless extended, re-opened, amended or terminated as
provided in the Tender Offer Memorandum. The deadlines set by any
intermediary or clearing system may be earlier than this deadline.
The expected settlement date (the "Tender Offer Settlement Date")
for the Offers is 27 March 2012.
Securities
EUR 700,000,000 7.375 per cent. Notes due 2015 issued by
Obrascon Huarte Lain, S.A.
Common Code/ISIN Outstanding Purchase Target Expiration Expected
Principal Price Repurchase Deadline Tender
Amount Amount Offer
Settlement
Date
-------------------------- ---------------- --------- ------------- ----------- ------------
4.00 p.m.
(Central
European
time)
on 23
EUR March 27 March
050399362 / XS0503993627 EUR 700,000,000 105.50% 300,000,000 2012 2012
-------------------------- ---------------- --------- ------------- ----------- ------------
Timetable of the events and notices
The times and dates below are indicative only.
Events Times and Dates Number of calendar days from and
including the commencement of the
Offer (L)
Commencement of the Offers 15 March 2012 L
Announcement of the Offers. Tender
Offer Memorandum available from the
Dealer Managers and
the Tender Agent.
Expiration Deadline 4.00 p.m. (Central European time) on L + 8
Final deadline for receipt of valid 23 March 2012
Tender Instructions by the Tender
Agent in order for Securityholders
to be able to participate in the
Offers.
Announcement of Acceptance As soon as reasonably practicable on L + 11
Announcement of the Maximum 26 March 2012
Repurchase Amount of Securities
validly tendered and accepted
for purchase pursuant to the Offers
(if any) and, if any, the Scaling
Factor.
Determination and announcement of
Accrued Interest and Total
Consideration.
Tender Offer Settlement Date 27 March 2012 L + 12
Expected Tender Offer Settlement Date
for the Offers. Subject to
satisfaction of the New Issue
Condition, payment for the Securities
accepted for purchase and settlement
of such purchases.
The above times and dates are subject to the right of OHL to
extend, re-open, amend and/or terminate the Offers (subject to
applicable law and as provided in this announcement and the Tender
Offer Memorandum). Securityholders are advised to check with any
bank, securities broker or other intermediary through which they
hold Securities by what date and time such intermediary needs to
receive instructions from a Securityholder before the deadlines set
out above in order for that Securityholder to be able to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offers. The deadlines set by each Clearing System for the
submission of Tender Instructions may also be earlier than the
relevant deadlines above.
For further information, please contact:
LEAD DEALER MANAGER
Credit Suisse
One Cabot Square
London E14 4QJ, United Kingdom
For information by telephone:
+44 (0)207 883 8763
Attention: Andrew Burton
Email:
liability.management@credit-suisse
.com
DEALER MANAGERS
Banco Bilbao Vizcaya Banesto Bankia, S.A.
Argentaria, S.A. For information by telephone: Attention: Ricardo Benede/
108 Cannon Street London +00 34 913883275 Alvaro Fernandez/ Joaquin
EC4N 6EU United Kingdom For information by facsimile: Poblet
For information by telephone: +0034913880881 Email: rbenede@bankia.com,
+44(0) 207 648 7516 Attention: Javier Orgaz afernandezd@bankia.com,
Attention: Liability Email: jorgazfe@banesto.es jpoblet@bankia.com
Management Email:
liabilitymanagement@grupobbva.com
BofA Merrill Lynch CaixaBank Citigroup
2 King Edward Street For information by telephone: Citigroup Centre
London EC1A 1HQ, United +34 91 700 5610 33 Canada Sqaure, Canary
Kingdom +34 609 17 97 57 Wharf
For information by telephone Attention: Antonio Sanz Pastor London E14 5LB, United
: Email: asanzpastor@lacaixa.es Kingdom
+44 (0)207 995 3715 For information by telephone:
+44 (0)207 995 2324 +44 (0)20 7986 8969
Attention: John Cavanagh/Tommaso Attention: Liability
Gros-Pietro Management Group
Email: john.m.cavanagh@baml.com Email:
tommaso.gros-pietro@baml.com liabilitymanagement.europe@citi.com
Credit Agricole CIB ING NATIXIS
Broadwalk House 60 London Wall Head of DCM Spain & Portugal
5 Appold Street EC2M 5TQ London Debt Origination
EC2A 2DA London, United Kingdom Paseo de Recoletos 7-9
United Kingdom For information by facsimile: - 28004
For information by telephone: +44(0) 20 7767 7738 Madrid, Spain
+44 (0)20 7214 7408 Attention: Debt Capital Markets Attention: Jesus Saez
Attention: Steve Sahara/Annabel - High Yield Tel: +34 917 917 538
Daws-Chew Email: hy@uk.ing.com
Email: steve.sahara@ca-cib.com,
annabel.daws-chew@ca-cib.com
Santander Global Banking Societe Generale Corporate The Royal Bank of Scotland
& Markets & Investment Banking 135 Bishopsgate
For information by telephone: 41 Tower Hill London EC2M 3UR, United
+34 912572028 London EC3N 4SG, United Kingdom Kingdom
+34912572117 For information by telephone: For information by telephone:
Email: aramon@gruposantander.com, +44 (0)207 676 75 79 +44 (0)20 7085 5991
mwfgdhaene@gruposantander.com Attention: Vijay Raman Attention: Ally Richardson
Email: Email: liabilitymanagement@rbs.com
liability.management@sgcib.com
TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP, United Kingdom
For information by telephone: +44 (0)20 7704 0880
Attention: David Shilson/Sunjeeve Patel
Email: ohl@lucid-is.com
Disclaimer: This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which must be read
carefully before any decision is made with respect to the Offers.
If you are in any doubt as to the action you should take, it is
recommended that you seek your own financial advice, including in
respect of any tax consequences, immediately from its stockbroker,
bank manager, solicitor, accountant or other independent financial
or legal adviser. Any individual or company whose Securities are
held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee must contact such entity if it wishes to
tender such Securities pursuant to the Offers. The distribution of
this document in certain jurisdictions may be restricted by law
(see "Offer and Distribution Restrictions" below). None of the
Dealer Managers, the Tender Agent, OHL or any other Group company
makes any recommendation as to whether holders of Securities should
tender Securities pursuant to the Offers.
The distribution of this announcement and the Tender Offer
Memorandum may be restricted by law in certain jurisdictions.
Persons into whose possession this announcement and/or the
Offers comes are required to inform themselves about, and to
observe, any such restrictions.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in the Offers in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession the Tender Offer Memorandum comes are required by each
of OHL, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions.
United States
The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Securities may not be tendered in the
Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States or to U.S. persons as defined in the Regulation S
under U.S. Securities Act of 1933, as amended (each, a "U.S.
Person"). Accordingly, copies of this Tender Offer Memorandum and
any other documents or materials relating to the Offers are not
being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to any U.S. Persons or to any persons located in
the United States. Any purported tender of Securities in an Offer
resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Securities
made by a person located in the United States or any agent,
fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States
will be invalid and will not be accepted.
Each holder of Securities participating in an Offer will
represent that it is not a U.S. Person, it is not located in the
United States and it is not participating in such Offer from the
United States or it is acting on a non-discretionary basis for a
principal that is not a U.S. Person, that is located outside the
United States that is not giving an order to participate in such
Offer from the United States. For the purposes of this and the
above paragraph, United States means United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia, and U.S. person has the meaning given to such
term in Regulation S under the Securities Act.
Italy
None of the Offers, the Tender Offer Memorandum or any other
documents or materials relating to the Offers have been or will be
submitted to the clearance procedure of the Commissione Nazionale
per le Societa e Ia Borsa ("CONSOB").
Therefore, the Offers may only be carried out in the Republic of
Italy ("Italy") pursuant to an exemption under article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February
1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4, letter (b) of CONSOB Regulation No. 11971 of 14 May
1999, as amended.
Accordingly, the Offers are not addressed to, and neither the
Tender Offer Memorandum nor any other documents, materials or
information relating, directly or indirectly, to the Tender Offer
can be distributed or otherwise made available (either directly or
indirectly) to any person in Italy other than to qualified
investors (investitori qualificati) pursuant to article 34-ter,
paragraph 1, letter (b) of CONSOB Regulation No. 11971 of 14 May
1999, as amended from time to time, acting on their own
account.
United Kingdom
The communication of this Tender Offer Memorandum and any other
documents or materials relating to the Offers is not being made and
such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of
such documents and/or materials as a financial promotion is only
being made to (i) those persons in the United Kingdom falling
within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order")), (ii) persons falling within Article 43(2) of
the Financial Promotion Order or (iii) any other persons to whom it
may otherwise lawfully be communicated (all such persons together
being referred to as "Relevant Persons"). Any person in the United
Kingdom who is not a Relevant Person should not act or rely on this
document or materials or any of their content.
Belgium
Neither this Tender Offer Memorandum nor any other documents or
materials relating to the Offers have been submitted to or will be
submitted for approval or recognition to the Belgian Banking,
Finance and Insurance Commission (Commission bancaire, financiere
et des assurances / Commissie voor het Bank-, Financie- en
Assurantiewezen) and, accordingly, the Offers may not be made in
Belgium by way of a public offering, as defined in Article 3 of the
Belgian Law of 1 April 2007 on public takeover bids or as defined
in Article 3 of the Belgian Law of 16 June 2006 on the public offer
of placement instruments and the admission to trading of placement
instruments on regulated markets, each as amended or replaced from
time to time. Accordingly, the Offers may not be advertised and the
Offers will not be extended, and neither this Tender Offer
Memorandum nor any other documents or materials relating to the
Offers (including any memorandum, information circular, brochure or
any similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other
than "qualified investors" (investisseur qualifie / gekwalificeerde
belegger) in the sense of Article 10 of the Belgian Law of the
Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets (as amended from time to time), acting on
their own account. Insofar as Belgium is concerned, this Tender
Offer Memorandum has been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the
Offers. Accordingly, the information contained in this Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
France
The Offers are not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither this Tender
Offer Memorandum nor any other document or material relating to the
Offers has been or shall be distributed to the public in France and
only (i) providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant
le service d'investissement de gestion de portefeuille pour compte
de tiers) and/or (ii) qualified investors (Investisseurs Qualifies)
other than individuals, in each case acting on their own account
and all as defined in, and in accordance with, Articles L.411-1,
L.411-2, D.411-1 to D.411-3, D.734-1, D.744-1, D.754-1 and D.764-1
of the French Code Monetaire et Financier, are eligible to
participate in the Offers. This Tender Offer Memorandum has not
been and will not be submitted for clearance to nor approved by the
Autorite des Marches Financiers.
Spain
Neither the Offers nor this Tender Offer Memorandum constitute
an offer of securities or the solicitation of an offer of
securities to the public in Spain under the Spanish Securities
Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores),
Royal Decree 1310/2005, of 4 November 2005 and Royal Decree
1066/2007, of 27 July 2007. Accordingly, this Tender Offer
Memorandum has not been submitted for approval and has not been
approved by the Spanish Securities Market Regulator (Comision
Nacional del Mercado de Valores "CNMV").
Portugal
Neither the Offers nor this Tender Offer Memorandum constitute
an offer of securities or the solicitation of an offer of
securities to the public in Portugal under the Portuguese
Securities Code (Codigo dos Valores Mobiliarios, the "Cod.VM").
Accordingly, neither this Tender Offer Memorandum, nor any other
document or material relating to the Offers have been or will be
subject to the approval of, registration with, or notification to,
the Portuguese Securities Market Commission (Comissao do Mercado de
Valores Mobiliarios). The Offeror, the Dealer Manager and the
Tender Agent will not distribute or communicate this Tender Offer
Memorandum or any other document or material relating to the Offers
in Portugal except in circumstances that would not be deemed to be
a public offering (oferta publica) pursuant to article 109 of the
Cod.VM.
General
This Tender Offer Memorandum does not constitute an offer to buy
or the solicitation of an offer to sell Securities, and tenders of
Securities in the Offers will not be accepted from Securityholders,
in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or
other laws require an Offer to be made by a licensed broker or
dealer and any of the Dealer Managers or their affiliates are such
a licensed broker or dealer in such jurisdictions, such Offer shall
be deemed to be made by such Dealer Manager or such affiliate (as
the case may be) on behalf of OHL in such jurisdictions and the
Offer is not being made in any such jurisdiction where a Dealer
Manager or one of their affiliates is not so licensed.
In addition to the representations referred to above in respect
of the United States, each Securityholder participating in an Offer
will also be deemed to give certain representations in respect of
the other jurisdictions referred to above and generally as set out
in "Procedures for Participating in the Offers". Any tender of
Securities for purchase pursuant to the Offers from a
Securityholder that is unable to make these representations will
not be accepted. Each of OHL, the Dealer Managers and the Tender
Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of Securities for purchase
pursuant to an Offer, whether any such representation given by a
Securityholder is correct and, if such investigation is undertaken
and as a result OHL determines (for any reason) that such
representation is not correct, such tender shall not be
accepted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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