Investor AB - Bond tender
03 4월 2007 - 11:00PM
UK Regulatory
RNS Number:3015U
Investor AB
03 April 2007
Date: 3 April 2007
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ITALIAN PERSON OR TO ANY PERSON OR
ADDRESS IN THE UNITED STATES OR THE REPUBLIC OF ITALY
Investor AB (publ)
(incorporated as a limited liability company in the Kingdom of Sweden)
Notice of Invitation of Offers to Sell for Cash:
Any and all of its outstanding Euro600,000,000 4.75 per cent. Notes due 2010
of which Euro343,033,000 remain outstanding (the "Notes")
and
Solicitation of Consents in relation to the Notes
Investor AB (publ) (the "Company") hereby announces its intention to invite (the
"Invitation") all eligible holders of the Notes to offer to sell for cash such
Notes to the Company, subject to the terms and conditions of the Invitation
Memorandum dated 3 April 2007 (the "Invitation Memorandum"). Copies of the
Invitation Memorandum are available from the Joint Dealer Managers and the
Tender and Tabulation Agent as set out below.
At any time following 10.00 a.m. (London time) on 23 April 2007 and on or prior
to the settlement date which is expected to be on or around 2 May 2007, the
Company will, subject to the terms and conditions of the Invitation Memorandum,
accept for purchase, or procure the acceptance for purchase, of Notes validly
offered for sale ("Offered Notes") at a price to be determined by reference to
the sum of the Early Tender Spread and the Interpolated Mid-Swap, or at a price
to be determined by reference to the sum of the Tender Spread and the
Interpolated Mid-Swap, as applicable, together with accrued and unpaid interest
on the Offered Notes. The Invitation will commence on 3 April 2007 and will
expire at 10.00 a.m. (London time) on 23 April 2007 unless the period for the
Invitation is extended or earlier terminated.
Series of Notes Outstanding Principal ISIN Reference Rate Early Tender Tender
Amount Spread Spread
Euro600,000,000 4.75 per Euro343,033,000 XS0176001252 2010 Interpolated Mid-Swap -2 bps +5 bps
cent. Rate
Notes due 2010
The Company intends to purchase any and all of the outstanding Notes.
In conjunction with the Invitation, a meeting of holders of the Notes has been
convened to consider and, if thought fit, pass an extraordinary resolution
which, subject to certain conditions set out therein, will entitle the Company
at any time upon not less than 2 days' notice to redeem at any time all or some
only of the Notes.
The Invitation Memorandum does not constitute an offer to purchase Notes. The
Invitation Memorandum does not constitute a solicitation of an offer to sell
Notes in any jurisdiction in which such solicitation or offer is unlawful, and
offers to sell will not be accepted from Noteholders located or resident in any
jurisdiction in which such solicitation or offer is unlawful. In those
jurisdictions where the securities or other laws require the invitations to be
made by a licensed broker or dealer, any actions in connection with the
Invitations shall be deemed to be made on behalf of the Company by the Joint
Dealer Managers or one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
United States
The Invitation is not being made, directly or indirectly, to beneficial owners
of Notes who are located in the United States or are U.S. persons (within the
meaning of Regulation S under the U.S. Securities Act 1933, as amended ) and
Notes may not be offered for sale by or on behalf of such persons. Accordingly,
copies of this Invitation Memorandum and any related documents are not being and
must not be distributed, forwarded, mailed, transmitted or sent to such persons
and such persons receiving this Invitation Memorandum must not distribute,
forward, mail, transmit or send it or any related documents to such persons.
Offers to sell made by a resident of the United States, by any agent, fiduciary
or other intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States, or by any U.S. person, will not be
accepted.
Italy
The Invitation is not being made in the Republic of Italy. The Invitation and
this Invitation Memorandum have not been submitted to the clearance procedure of
the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian
laws and regulations. Accordingly, Noteholders are hereby notified that, to the
extent such Noteholders are persons resident and/or located in the Republic of
Italy, the Invitation is not available to them and they may not submit offers to
sell Notes in respect of the Invitation and, as such, any offers to sell
received from or on behalf of such Noteholders shall be ineffective and void.
Neither this Invitation Memorandum nor any other solicitation material relating
to the Invitation or the Notes may be distributed or made available in the
Republic of Italy.
United Kingdom
The communication of this Invitation Memorandum is not being made, and this
Invitation Memorandum has not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, this Invitation Memorandum is not being distributed to, and must
not be passed on to, the general public in the United Kingdom. Rather, the
communication of this Invitation Memorandum as a financial promotion is only
being made by the Company, or the Joint Dealer Managers to, and is directed only
at: (a) persons outside the United Kingdom; (b) those persons falling within the
definition of Investment Professionals (contained in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "
Order")) or within Article 43 of the Order, or other persons to whom it may
lawfully be communicated in accordance with the Order; or (c) any person to whom
it may otherwise lawfully be made in accordance with the Order (such persons
together being "relevant persons").
Belgium
In Belgium, the Invitation is not being and will not be made, directly or
indirectly, to, or for the account of, any person other than to professional or
institutional investors referred to in article 3, 2degrees of the Belgian royal
decree of 7 July 1999 on the public character of financial operations (the "
Public Decree"), each acting on their own account. This Invitation Memorandum
has not been and will not be submitted to nor approved by the Belgian Banking,
Finance and Insurance Commission (Commission Bancaire, Financiere et des
Assurances/Commissie voor het Bank, Financie en assurantiewezen) and accordingly
may not be used in connection with any solicitation in Belgium except as may
otherwise be permitted by Belgian law.
France
This Invitation Memorandum has not been submitted to the clearance procedures of
the Autorite des Marches Financiers.
Questions and requests for further information and assistance may be directed to
the Joint Dealer Managers: Morgan Stanley on +44 (0)20 7677 5040; email:
liabilitymanagementeurope@morganstanley.com or J.P. Morgan Securities Ltd. on
+44 (0)20 7779 2468; email: robin.p.stoole@jpmorgan.com. Questions and requests
for assistance in relation to the submission of the Electronic Orders may be
directed to the Tender and Tabulation Agent: Deutsche Bank AG, London Branch on
+44 (0)20 7547 5000; Fax +44 (0)20 7547 5001; email: xchange.offer@db.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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