Rede D’Or Finance, a private constrained liability employer (société à responsabilité limitée) integrated and present under the legal guidelines of the Grand Duchy of Luxembourg with registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de trade et des sociétés, Luxembourg) below variety B221035 (“Rede D’Or”), hereby broadcasts the early gentle effects of its provide to purchase for cash up to U.S.$135,000,000 combination important amount.
(Subject to growth by means of Rede D’Or in its sole discretion beneath the occasions defined in the Offer to Purchase (as defined underneath), the “Maximum Tender Amount”) of its extremely good 4.500% Notes due 2030 (CUSIP: 75735GAA6 and L7915TAA0, and ISIN: US75735GAA67 and USL7915TAA09) (the “Notes”), upon the phrases and situation to the conditions defined inside the Offer to Purchase dated October 6, 2021 (as it could be amended or supplemented occasionally, the “Offer to Purchase”). Capitalized terms used in this announcement, but now not defined herein, shall have the meanings given to such phrases in the Offer to Purchase.
Rede D’Or hereby proclaims that, as of October 20, 2021, at five:00 p.M. New York City time (which become the Early Tender Deadline), it had obtained legitimate tenders from the registered holders of the Notes (in my opinion, a “Holder” and collectively, the “Holders”) of U.S.$359,879,000 in combination fundamental quantity of the Notes (which exceeds the Maximum Tender Amount). Withdrawal rights for the Tender Offer have expired. The Tender Offer will expire at eleven:59 p.M., New York City time, on November three, 2021, or another date and time to which Rede D’Or extends the Tender Offer (such date and time, as it could be extended, the “Expiration Deadline”).
In accordance with the Offer to Purchase, Rede D’Or has elected to have an Early Settlement Date. The Early Settlement Date for Notes validly tendered (and no longer validly withdrawn) on or prior to the Early Tender Deadline and widely wide-spread for purchase by using Rede D’Or shall be on October 22, 2021. In addition, all Notes validly tendered (and now not validly withdrawn) at or previous to the Early Tender Deadline and conventional for buy pursuant to the Tender Offer may be so standard on a prorated basis issue to the Maximum Tender Amount.
In accordance with the Offer to Purchase, Holders of Notes which are validly tendered (and no longer validly withdrawn) at or previous to the Early Tender Deadline and typical for purchase pursuant to the Tender Offer will acquire the Tender Offer Consideration plus the Early Tender Premium. In addition, all Holders of Notes popular for buy pursuant to the Tender Offer will, at the Early Settlement Date, also acquire amassed and unpaid interest on those Notes from the last interest payment date with admire to the ones Notes to, but now not together with, the Early Settlement Date.
As the aggregate major amount of Notes tendered for buy prior to the Early Tender Deadline exceeds the Maximum Tender Amount, no Notes tendered for buy after the Early Tender Deadline can be accepted for buy, supplied that such Notes may be usual for purchase if Rede D’Or will increase the Maximum Tender Amount, which Rede D’Or Finance is entitled to do in its sole discretion. There can be no guarantee that Rede D’Or will increase the Maximum Tender Amount. Any Notes tendered pursuant to the Tender Offer that aren’t prevalent and acquired by using Rede D’Or because of the operation of the proration provisions relevant to the Tender Offer will be directly returned to the relevant tendering Holders following the Expiration Deadline.
THE OFFER TO PURCHASE AND THIS ANNOUNCEMENT CONTAIN CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER, IN PARTICULAR, SEE “CERTAIN SIGNIFICANT CONSIDERATIONS” IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS HOLDERS SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFER.
NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
NONE OF REDE D’OR, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT (AS DEFINED BELOW) OR THE TRUSTEE (AS DEFINED IN THE OFFER TO PURCHASE) OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE TENDER OFFER. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.
The Offer to Purchase and associated documents do not constitute an offer to buy or the solicitation of a suggestion to promote notes in any jurisdiction or in any situations in which such provide or solicitation is unlawful. In those jurisdictions in which the securities, blue sky or other laws require the Tender Offer to be made with the aid of an authorized dealer or provider, the Tender Offer might be deemed to be made on behalf of Rede D’Or with the aid of the Dealer Managers or one or extra registered agents or dealers licensed underneath the legal guidelines of such jurisdiction.
If Rede D’Or will become privy to any jurisdiction in which the making of the Tender Offer could not be in compliance with such legal guidelines, Rede D’Or will make an amazing religion attempt to conform with the sort of laws or may also are looking for to have such legal guidelines declared inapplicable to the Tender Offer. If, after such suitable religion effort, Rede D’Or can’t observe this type of relevant laws, the Tender Offer will not be made to the Holders of Notes dwelling in every such jurisdiction. Neither the shipping of this declaration, the Offer to Purchase and any associated files nor any buy of Notes via Rede D’Or will, beneath any situations, create any implication that the statistics contained in this declaration, the Offer to Purchase or in any related report is contemporary as of any time next to the date hereof or thereof.
The Offer to Purchase does now not constitute a suggestion to promote or a solicitation of a suggestion to buy any securities (aside from the Notes). Any imparting of securities will most effective be made by means of an providing file and this kind of offering won’t be registered with the U.S. Securities and Exchange Commission.
This launch may include positive “forward-searching statements” in the which means of the United States Private Securities Litigation Reform Act of 1995. These statements are based totally on management’s contemporary expectations and are subject to dangers, uncertainty and modifications in occasions, which might also motive actual effects, performance or achievements to vary materially from predicted consequences, overall performance or achievements. All statements contained herein that are not truely ancient in nature are ahead-looking and the phrases “assume,” “agree with,” “count on,” “estimate,” “plan” and similar expressions are generally intend to identify ahead-looking statements. Rede D’Or is underneath no responsibility (and expressly disclaims this kind of obligation) to replace or adjust its forward-looking statements whether as a result of latest information, future events or otherwise. More distinctive information approximately those and other factors is ready forth within the Offer to Purchase.
D.F. King & Co., Inc. Is performing because the smooth agent and as the information agent (the “Tender and Information Agent”) for the Tender Offer. Itau BBA USA Securities, Inc. And J.P. Morgan Securities LLC are appearing as Dealer Managers (the “Dealer Managers”) for the Tender Offer.
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