Kraft Foods Inc.
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN,
ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT. PERSONS INTO WHOSE POSSESSION THIS
DOCUMENT COMES ARE REQUIRED BY THE ISSUER, THE DEALER MANAGERS AND
THE TENDER AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY
SUCH RESTRICTIONS.
17 November 2015
Mondelēz International, Inc. Announces Tender Offer for
its
£350,000,000 7.25 per cent. Notes
due July 2018
Mondelēz International, Inc.
(formerly known as Kraft Foods Inc.) (such Notes originally issued
by Cadbury Schweppes Finance p.l.c. and substituted for Mondelēz
International, Inc. on 10 December 2010 in accordance with the
Conditions) (the "Issuer")
announces today its invitation to eligible holders (subject to the
offer restrictions referred to below) of its outstanding £350,000,000 7.25 per cent. Notes due July
2018 (ISIN: XS0377058614) (the "Notes") to tender their Notes for
purchase by the Issuer for cash (the "Offer").
The Offer is made on the terms and
subject to the conditions set out in the Tender Offer Memorandum
dated 17 November 2015 (the "Tender
Offer Memorandum").
Copies of the Tender Offer
Memorandum are available from the Tender Agent as set out below and
will be made available on the Issuer's website at
www.mondelezinternational.com/investors.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer
Memorandum.
Issuer
|
Notes
|
ISIN
|
Amount Outstanding
|
Benchmark Reference
Security
|
Fixed Spread
|
Acceptance Amount
|
Mondelēz International,
Inc.
|
£350,000,000 7.25 per cent. Notes
due July 2018
|
XS0377058614
|
£350,000,000
|
1.250 per cent. UK Treasury Gilt due
2018 (ISIN: GB00B8KP6M44)
|
+85 bps
|
Any and all
|
Rationale for the Offer
The purpose of the Offer is to
optimise the Issuer's debt maturity profile, refinance debt
maturities in advance and take advantage of current favourable
market conditions.
Details of the Offer
The Issuer will pay on the
Settlement Date for the Notes validly tendered (and not validly
revoked) and accepted by it for purchase pursuant to the Offer a
purchase price (the "Purchase Price") to be determined at or
around 14:00 hours (London time) / 9:00 hours (New York City time)
(the "Pricing Time") on 25
November 2015 (the "Pricing
Date") in the manner described in the Tender Offer
Memorandum by reference to the sum (such sum, the "Purchase Yield") of (a) a fixed spread
of +85 bps (the "Fixed
Spread") and (b) the Benchmark Reference Security
Yield.
The Purchase Price will be
determined in accordance with market convention and expressed as a
percentage of the nominal amount of the Notes, and is intended to
reflect a yield to maturity of the Notes on the Settlement Date
equal to the Purchase Yield.
The Issuer will also pay an Accrued
Interest Payment in respect of all Notes validly tendered and
delivered (and not validly revoked) and accepted for purchase by
the Issuer pursuant to the Offer.
Financing
Prior to the Settlement Date, the
Issuer intends to offer and sell new debt securities of the Issuer
(the "New Notes").
Notwithstanding any other provision of the Offer, the Issuer's
obligation to accept for purchase, and to pay for, any Notes
validly tendered (and not validly revoked) and accepted for
purchase pursuant to the Offer, is conditional upon the net
proceeds of the New Notes being sufficient to purchase all Notes
validly tendered (and not validly revoked) and accepted for
purchase by the Issuer and to pay all fees and expenses in
connection with the Offer (the "Financing Condition"). The Issuer
reserves the right, in its sole discretion, to waive any and all
conditions of the Offer, including the Financing Condition, on or
prior to the Expiration Deadline.
Tender Instructions
In order to participate in, and be
eligible to receive the Purchase Price and Accrued Interest Payment
pursuant to, the Offer, Noteholders must validly tender their Notes
by delivering, or arranging to have delivered on their behalf, a
valid Tender Instruction that is received by the Tender Agent by
16:00 hours (London time) / 11:00 hours (New York City time) on 24
November 2015 (the "Expiration
Deadline").
Tender Instructions may be revoked
at any time on or before (1) the earlier of (a) the expiration
deadline and (b) in the event that the offer is extended, the
10th business day after commencement of the offer and
(2) at any time after the 60th business day after
commencement of the offer if for any reason the offer has not been
consummated within 60 business days after commencement.
Noteholders wishing to exercise any
right of revocation as set out above should do so in accordance
with the procedures set out in "Procedures for Participating in the
Offer" in the Tender Offer Memorandum. Beneficial
owners of Notes that are held through an intermediary are advised
to check with such entity when it would require receipt of
instructions to revoke a tender of Notes in the Offer in order to
meet the above deadline.
Tender Instructions must be
submitted in respect of a nominal amount of Notes of no less than
£50,000, being the minimum denomination of the Notes, and may be
submitted in integral multiples of £1,000 above £50,000. A
separate Tender Instruction must be completed on behalf of each
beneficial owner.
Indicative Timetable for the
Offer
Events
|
Times and Dates
|
Commencement of the Offer
|
17 November 2015
|
Expiration Deadline
|
16:00 hours (London time) / 11:00
hours (New York City time) on 24 November 2015
|
Pricing Time
|
25 November 2015 at or around 14:00
hours (London time) / 9:00 hours (New York City time)
|
Announcement of Result of
Offer
|
As soon as reasonably practicable
after the Pricing Time
|
Settlement Date
|
30 November 2015
|
The Issuer reserves the right, in
its sole discretion, not to accept any Tender Instructions, not to
purchase Notes or to extend, re-open, withdraw or terminate the
Offer and to amend or waive any of the terms and conditions of the
Offer in any manner, subject to applicable laws and
regulations.
Noteholders are advised to check
with any bank, securities broker or other intermediary through
which they hold Notes when such intermediary would require to
receive instructions from a Noteholder in order for that Noteholder
to be able to participate in, or (in the circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offer before the deadlines specified above. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified above. If a Noteholder desires to
tender its Notes and such Noteholder's Notes are not immediately
available, or time will not permit such Noteholder's Notes or
Tender Instructions to reach the Tender Agent before the Expiration
Deadline, or the procedure for book entry transfer cannot be
completed on a timely basis, a tender may be effected if the Tender
Agent receives, by the Expiration Deadline, a notice of guaranteed
delivery stating that the tender is being made and guarantees that
on or before 16:00 hours London time / 11:00 hours New York City
time on 30 November 2015 or, if the Expiration Deadline is extended
by the Issuer, at the time and on the date specified by the Issuer
in any announcement of such extension, the Tender Instructions
shall be delivered to the Tender Agent. A copy of the form of
notice of guaranteed delivery is available from the Tender Agent
via email at exchange.gats@citi.com and on the Issuer's website at
www.mondelezinternational.com/investors. If a Noteholder delivers a
notice of guaranteed delivery on or prior to the Expiration
Deadline and delivers the Tender Instructions within the timeframe
described in the preceding sentence, the Issuer will arrange for a
separate prompt settlement arrangement to accommodate settlement
for such Noteholders.
Unless stated otherwise, announcements in connection with the
Offer will be made via RNS and will be made available on the
Issuer's website at www.mondelezinternational.com/investors.
Such announcements may also be made by (i) the issue of a press
release, including to a Notifying News Service and (ii) the
delivery of notices to the Clearing Systems for communication to
Direct Participants. Copies of all such announcements, press
releases and notices can also be obtained from the Tender Agent,
the contact details for whom are set out below. Significant delays
may be experienced where notices are delivered to the Clearing
Systems and Noteholders are urged to contact the Tender Agent for
the relevant announcements relating to the Offer.
Noteholders are advised to read
carefully the Tender Offer Memorandum for full details of and
information on the procedures for participating in the
Offer.
Barclays Bank PLC, Goldman Sachs
International and HSBC Bank plc are acting as Dealer Managers
for the Offer and Citibank N.A., London Branch is acting as Tender
Agent.
Questions and requests for
assistance in connection with the Offer may be directed to the Lead
Dealer Managers.
Lead Dealer Managers
|
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Telephone: +44 (0) 20 3134
8515
Attention: Liability Management
Group
Email: eu.lm@barclays.com
|
Goldman Sachs
International
Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom
Telephone: +44 (0) 20 7774
9862
Attention: Liability Management
Group
Email:
liabilitymanagement.eu@gs.com
|
Co-Dealer Manager
|
HSBC Bank plc
8 Canada Square
Canary Wharf
London E14 5HQ
United Kingdom
|
Questions and requests for
assistance in connection with the delivery of Tender Instructions
may be directed to the Tender Agent.
Tender Agent
|
Citibank N.A., London
Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7508
3867
Attention: Exchange Team
Email: exchange.gats@citi.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 should be read carefully before any decision is
made with respect to the Offer. If you are in any doubt as to
the contents of this announcement or the Tender Offer Memorandum or
the action you should take, you are recommended to seek your own
financial and legal advice, including as to any tax consequences,
immediately from your broker, bank manager, solicitor, accountant
or other independent financial or legal adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate
in the Offer. None of the Dealer Managers, the Tender Agent
and the Issuer makes any recommendation as to whether Noteholders
should tender Notes for purchase pursuant to the Offer.
None of the Dealer Managers, the
Tender Agent and any of their respective directors, officers,
employees, agents or affiliates assumes any responsibility for the
accuracy or completeness of the information concerning the Issuer,
the Notes or the Offer contained in this announcement or in the
Tender Offer Memorandum. None of the Dealer Managers, the Tender
Agent and any of their respective directors, officers, employees,
agents or affiliates is acting for any Holder, or will be
responsible to any Holder for providing any protections which would
be afforded to its clients or for providing advice in relation to
the Offer, and accordingly none of the Dealer Managers, the Tender
Agent and any of their respective directors, officers, employees,
agents or affiliates assumes any responsibility for any failure by
the Issuer to disclose information with regard to the Issuer or the
Notes which is material in the context of the Offer and which is
not otherwise publicly available.
OFFER AND DISTRIBUTION
RESTRICTIONS
Neither this announcement nor the
Tender Offer Memorandum constitutes an invitation to participate in
the Offer 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 this announcement or the Tender Offer
Memorandum comes are required by each of the Issuer, the Dealer
Managers and the Tender Agent to inform themselves about and to
observe any such restrictions.
United Kingdom
The communication of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offer 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
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 (the "Financial Promotion
Order")) or persons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion
Order.
France
The Offer is not being made,
directly or indirectly, to the public in the Republic of France
("France"). Neither this
announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offer have 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 qualifiés) 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 and
D.411-1 to D.411-3 of the French Code Monétaire et Financier, are
eligible to participate in the Offer. This announcement, the
Tender Offer Memorandum and any other document or material relating
to the Offer have not been and will not be submitted for clearance
to nor approved by the Autorité
des marchés financiers.
Italy
None of the Offer, this
announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Tender Offer have been or will be
submitted to the clearance procedure of the Commissione Nazionale
per le Società e la Borsa ("CONSOB").
The Offer is being carried out in
the Republic of Italy as exempted offers pursuant to 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 of CONSOB Regulation No. 11971 of 14 May
1999.
Noteholders, or beneficial owners of
the Notes, can tender some or all of their Notes pursuant to the
Offer through authorised persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with
the applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Notes or the
Offer.
General
Neither this announcement, the
Tender Offer Memorandum nor the electronic transmission thereof
constitutes an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes for purchase pursuant to the Offer 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
the Offer to be made by a licensed broker or dealer and the Dealer
Managers or any of its affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be
made by the Dealer Managers or such affiliate, as the case may be,
on behalf of the Issuer in such jurisdiction.
Each Noteholder participating in the
Offer will be deemed to give certain representations in respect of
the jurisdictions referred to above and generally as set out in the
Tender Offer Memorandum under the heading "Procedures for Participating in the
Offer". Any tender of Notes for purchase pursuant to
the Offer from a Noteholder that is unable to make these
representations will not be accepted.
Each of the Issuer, the Dealer
Managers and the Tender Agent reserves the right, in its sole and
absolute discretion, to investigate, in relation to any tender of
Notes for purchase pursuant to the Offer, whether any such
representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Issuer determines
(for any reason) that such representation is not correct, such
tender or submission may be rejected.