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Results of Tender Offer and Consent Solicitation

8 Apr 2013 08:04

RNS Number : 7687B
MHP S.A.
08 April 2013
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

April 8, 2013

MHP S.A. Announces Results of the Tender Offer and Consent Solicitation for its $584,767,000 10.25% Notes due 2015

MHP S.A. (the "Company") announces today the results of its previously announced cash tender offer (the "Offer") for its outstanding $584,767,000 10.25% Notes due 2015 (the "Notes") which expired at 11:59pm, New York City time, on April 4th, 2013. The Offer and the related solicitation (the "Consent Solicitation") of consents (the "Consents") was made upon the terms and conditions of the tender and consent solicitation statement dated March 6, 2013 (the "Statement").

As of 11:59 p.m., New York time, on April 4, 2013 (the "Tender Expiration Date"), the Company had received valid tenders of $466,154,000 in aggregate principal amount of Notes representing approximately 79.7% of the Notes outstanding at Commencement of the Offer, including tenders of $463,298,000 in aggregate principal amount of Notes received on or prior to the Early Tender Date. As previously reported, the Company had received Consents from holders of a majority in aggregate principal amount of Notes outstanding and entered into a supplemental indenture effective as of April 2, 2013 to adopt the amendments to the indenture dated April 29, 2010 under which the Notes were issued (the "Indenture"). The amendments apply to all Notes issued under the Indenture.

As tenders of an aggregate principal amount of more than the Maximum Acceptance Amount were received, instructions validly tendered are being accepted for purchase by the Company subject to a pro-ration factor of approximately 84.8% per cent and the minimum denomination restrictions of the Offer. Holders of Notes accepted for purchase will also receive accrued and unpaid interest up to, but excluding the Payment Date, which occurred on April 5, 2013.

Holders who validly tendered and did not withdraw Notes on or prior to the Early Tender Date will be eligible to receive the Early Tender Offer Consideration. Holders who validly tendered and did not withdraw Notes after the Early Tender Date but on or prior to the Tender Expiration Date will only be eligible to receive the Tender Offer Consideration.

Copies of the Statement are available from the Information and Tender Agent, which can be contacted at the e-mail address and telephone number set out below. Holders may also contact the Dealer Manager at the e-mail address and telephone number set out below for information concerning the Offer and the Consent Solicitation. Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer and the Consent Solicitation.

Capitalized terms used and not defined herein shall have the meaning set forth in the Statement.

 

THE DEALER MANAGERS FOR THE OFFER ARE:

 

J.P. Morgan Securities plc

25 Bank StreetCanary WharfLondon E14 5JPUnited Kingdom

Telephone: +44 20 7134 2468 / +44 7134 3414Email: emea_lm@jpmorgan.com

Morgan Stanley & Co.International plc

25 Cabot SquareCanary WharfLondon E14 4QAUnited Kingdom

Telephone: +44 20 7677 7799Fax: +44 20 7056 4984Email: tmglondon@morganstanley.com

VTB Capital plc

14 CornhillLondon EC3V 3NDUnited Kingdom

Telephone: +44 203 334 8029Fax: +44 203 334 8980Email: vtb.dcm@vtbcapital.com

 

 

THE INFORMATION AND TENDER AGENT FOR THE OFFER IS:

 

D.F. King & Co., Inc.

In New York

48 Wall Street - 22nd FloorNew York, New York 10005

Banks and Brokers Call: (212) 269 5550All others call toll free: (800) 967 4612Email: mhp@dfking.comBy Facsimile:(For eligible institutions only): (212) 809 8838Confirmation: (212) 493 6996Attention: Elton Bagley

In London

Citypoint, 11th Floor1 Ropemaker StreetLondon, EC2Y 9AW

Tel: +44 20 7920 9700Email: mhp@dfking.com

None of the Issuer, the Guarantors, the Trustee, the Dealer Managers or the Information and Tender Agent makes any recommendation as to whether you should tender any or all of your Notes or deliver your Consent. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offer and Consent Solicitation is being made solely by means of the Statement.

Disclaimer

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This announcement does not describe all the material terms of the Offer and Consent Solicitation and no decision should be made by any holder on the basis of this announcement. The complete terms and conditions of the Offer and Consent Solicitation are described in the Statement. This announcement must be read in conjunction with the Statement. The Statement contains important information which should be read carefully before any decision is made with respect to the Offer and Consent Solicitation. If any holder is in any doubt as to the contents of this announcement or the Statement or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax 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 must contact such entity if it wishes to tender such Notes pursuant to the Offer.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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