Akzo Nobel N.V. announces debt tender offer
(Thomson Reuters ONE) - NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENTIN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANYPERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (See "OfferRestrictions" below).Akzo Nobel N.V. (the "Company") announced today a debt tender offerfor cash (the "Offer") for any and all of its outstanding ?750million 4.25% Bonds 2003 due 2011 (the "Bonds").The Offer is made on the terms and subject to the conditionscontained in the Tender Offer Memorandum dated November 25, 2009 (the"Tender Offer Memorandum"), including offer restrictions (see "OfferRestrictions" below), and should be read in conjunction with theTender Offer Memorandum. Capitalized terms used but not otherwisedefined in this announcement shall have the meaning given to them inthe Tender Offer Memorandum.The Company is under no obligation to accept any tender of Bonds forrepurchase and may decide, in its sole discretion, to cancel theOffer at any time for any reason. Among other things, whether theCompany will accept for repurchase Bonds validly tendered in theOffer is subject, at the option of the Company, to the raising by theCompany of new financing, on terms satisfactory to the Company (inits sole discretion), in order to enable it to finance, in whole orin part, the Repurchase Price and Accrued Interest for the Bondsvalidly tendered for repurchase in the Offer.The purpose of the Offer is to take advantage of current favourablemarket conditions in the debt capital markets and, in conjunctionwith a contemplated raising of new financing on the bond capitalmarkets, to extend the Company's debt maturity profile. The decisionas to whether to launch and terms of the contemplated new bondfinancing will be at the Company's sole discretion and its decisionwill be influenced by, inter alia, the then prevailing marketconditions and the number of Bonds validly tendered in the Offer.The Company will pay for each ?1,000 in nominal amount of the Bondsaccepted by it for repurchase pursuant to the Offer the RepurchasePrice to be determined at or around 4.00 p.m. Central European Time("CET") (the "Pricing Time") on December 3, 2009 (the "Pricing Date")in the manner described in the Tender Offer Memorandum by referenceto the sum (such sum, the "Repurchase Yield") of the RepurchaseSpread of +0 basis points and the Interpolated Mid-Swap Rate. TheCompany will also pay, on the Settlement Date, Accrued Interest onsuch Bonds. A summary of the terms appear below:+-------------------------------------------------------------------------------------------+| | |Outstanding |Amount | | ||Description of|ISIN/Common code/German|nominal |subject|Repurchase Yield |Repurchase||the Bonds |securities code (WKN) |amount |to the | |Spread || | | |Offer | | ||--------------+-----------------------+-------------+-------+-------------------+----------||?750,000,000 | | | |Sum of the | ||4.25 per cent.|XS0170265341/ | |Any and|Repurchase Spread | ||Bonds 2003 due|017026534/ |? 750,000,000|all |and the |+0 bps ||2011 |874037 | | |Interpolated | || | | | |Mid-Swap Rate | |+-------------------------------------------------------------------------------------------+In order to be eligible to receive the Repurchase Price, Bondholdersmust validly tender their Bonds by 5.00 p.m. (CET) on December 2,2009 (the "Expiration Deadline"), by delivering, or arranging to havedelivered on their behalf, a valid Tender Instruction that isreceived by the Tender Agent by the Expiration Deadline. Thedeadlines set by any intermediary or clearing system will be earlierthan the deadline specified above.Subject to applicable law and as provided in the Tender OfferMemorandum, the Company may, in its sole discretion, extend, re-open,amend, waive any condition of or terminate the Offer at any time.The anticipated transaction timetable is summarized below:Indicative Timetable EventNovember 25, 2009 Launch Date5.00 p.m. (CET) on December 2, 2009 Expiration DeadlineAt or around 4.00 p.m. (CET) on Pricing Time and Pricing DateDecember 3, 2009As soon as practicable after the Announcement of Results andPricing Time on the Pricing Date Repurchase PriceDecember 10, 2009 Settlement DateCitigroup Global Markets Limited, Deutsche Bank AG, London Branch andThe Royal Bank of Scotland plc are acting as Dealer Managers for thisOffer. Lucid Issuer Services Limited is acting as Tender Agent. Fordetailed terms of the Offer please refer to the Tender OfferMemorandum which (subject to distribution restrictions) can beobtained from the Dealer Managers and the Tender Agent referred tobelow:Dealer Managers:Citigroup Global Markets Deutsche Bank AG, London The Royal Bank of ScotlandLimited Branch plc Winchester House 135 BishopsgateCitigroup Centre 1 Great Winchester Street London EC2M 3URCanada Square London EC2N 2DB United KingdomCanary Wharf United KingdomLondon E14 5LBUnited Kingdom Telephone: +44 20 7545 8011Telephone: +44 20 7986 Attention:8969 Liability Management Group Telephone: +44 20 7085 8056Attention: Email: Attention:LiabilityLiability Management Group liability.management(at)db.com Management GroupEmail: Email:liabilitymanagement.europe liabilitymanagement(at)rbs.com(at)citi.comTender Agent:Lucid Issuer Services Limited436 Essex RoadLondon N1 3QPUnited KingdomTelephone: +44 20 7704 0880Attention: Yves TheisEmail: akzonobel(at)lucid-is.comDISCLAIMERThis announcement must be read in conjunction with the Tender OfferMemorandum. This announcement and the Tender Offer Memorandumcontain important information which should be read carefully beforeany decision is made with respect to the Offer. If you are in anydoubt as to the action you should take, you are recommended to seekyour own financial advice, including as to any tax consequences, fromyour stockbroker, bank manager, solicitor, accountant or otherindependent financial adviser. Any individual or company whose Bondsare held on its behalf by a broker, dealer, bank, custodian, trustcompany or other nominee must contact such entity if it wishes totender Bonds in the Offer. None of the Company, the Dealer Managersor the Tender Agent makes any recommendation whether Bondholdersshould tender Bonds in the Offer.OFFER RESTRICTIONSThe distribution of this announcement and the Tender Offer Memorandumin certain jurisdictions may be restricted by law. Persons intowhose possession this announcement and/or the Tender Offer Memorandumcomes are required by the Company and the Dealer Managers to informthemselves about and to observe any such restrictions. Neither thisannouncement nor the Tender Offer Memorandum constitutes an offer tobuy or a solicitation of an offer to sell the Bonds, and tenders ofBonds in the Offer will not be accepted from Bondholders, in anycircumstances in which such offer or solicitation is unlawful. Inthose jurisdictions where the securities, blue sky or other lawsrequire the Offer to be made by a licensed broker or dealer andeither Dealer Manager or any of their respective affiliates is such alicensed broker or dealer in such jurisdictions, the Offer shall bedeemed to be made by such Dealer Manager or affiliate (as the casemay be) on behalf of the Company in such jurisdictions.United States. The Offer is not being made and will not be made,directly or indirectly, in or into, or by use of the mails of, or byany means or instrumentality of interstate or foreign commerce of, orof any facilities of a national securities exchange of, the UnitedStates. This includes, but is not limited to, facsimile transmission,electronic mail, telex, telephone, the internet and other forms ofelectronic communication. The Bonds may not be tendered in the Offerby any such use, means, instrumentality or facility from or withinthe United States or by persons located or resident in the UnitedStates. Accordingly, copies of the Tender Offer Memorandum and anyother documents or materials relating to the Offer are not being, andmust not be, directly or indirectly, mailed or otherwise transmitted,distributed or forwarded (including, without limitation, bycustodians, nominees or trustees) in or into the United States or topersons located or resident in the United States. Any purportedtender of Bonds in the Offer resulting directly or indirectly from aviolation of these restrictions will be invalid and any purportedtender of Bonds made by a person located in the United States or anyagent, fiduciary or other intermediary acting on a non-discretionarybasis for a principal giving instructions from within the UnitedStates will not be accepted. Each holder of Bonds participating inthe Offer will represent that it is not located in the United Statesand is not participating in the Offer from the United States or it isacting on a non-discretionary basis for a principal located outsidethe United States that is not giving an order to participate in theOffer from the United States. For the purposes of this paragraph,"United States" means the United States of America, its territoriesand possessions, any state of the United States of America and theDistrict of Columbia.Italy. The Offer is not being made, directly or indirectly, inItaly. The Offer and the Tender Offer Memorandum have not beensubmitted to the clearance procedure of the Commissione Nazionale perle Società e la Borsa (CONSOB) pursuant to Italian laws andregulations. Accordingly, Bondholders are notified that, to theextent Bondholders are located or resident in Italy, the Offer isnot available to them and they may not tender Bonds in the Offer and,as such, any Tender Instructions received from such persons shall beineffective and void, and neither the Tender Offer Memorandum nor anyother documents or materials relating to the Offer or the Bonds maybe distributed or made available in Italy.This Offer is not being made and this announcement and the TenderOffer Memorandum are not being distributed to the public in theUnited Kingdom, France or Belgium. In such jurisdictions, only thefollowing persons may participate in the Offer and receive thisannouncement and the Tender Offer Memorandum (as more fully set outin the Tender Offer Memorandum):United Kingdom (investment professionals and persons within Article43(2) or any other relevant exemption under the Financial Servicesand Markets Act 2000 (Financial Promotion) Order 2005) / France(certain qualified investors and providers of portfolio managementinvestment services) / Belgium (qualified investors).- - -AkzoNobel is proud to be one of the world's leading industrialcompanies. Based in Amsterdam, the Netherlands, we make and supply awide range of paints, coatings and specialty chemicals - 2008 revenuetotaled ?15.4 billion. In fact, we are the largest global paints andcoatings company. As a major producer of specialty chemicals wesupply industries worldwide with quality ingredients for life'sessentials. We think about the future, but act in the present. We'repassionate about introducing new ideas and developing sustainableanswers for our customers. That's why our 58,000 employees - who arebased in more than 80 countries - are committed to excellence anddelivering Tomorrow's Answers Today(TM).Not for publication - for more informationCorporate Media Relations, tel. +31 20 502 7833Corporate Investor Relations, tel. +31 20 502 7854Contact: Tim van derZanden Contacts:Huib Wurfbain and Ivar Smitshttp://hugin.info/130660/R/1357035/329992.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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" alt="AFFINITY GOLD CORP. ANNOUNCES FINANCINGDatum: 25.11.2009 - 08:00 Uhr
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