Luxembourg, April 10, 2017. Braas Monier Building Group S.A. (“Braas Monier”) today announced that its subsidiary, BMBG Bond Finance S.C.A. (the “Issuer”), is offering to purchase for cash any and all of the Issuer’s outstanding 3% Senior Secured Notes due 2021 (Common Codes: 143258599 (Reg S) / 143258629 (144A) and ISINs: XS1432585997 (Reg S) / XS1432586292 (144A)) (the “Notes”), on the terms set forth in the offer to purchase dated April 10, 2017 (the “Offer to Purchase”). The tender offer will expire at 5:00 p.m., London time, on May 8, 2017, unless extended by the Issuer. The total consideration for each €1,000 principal amount of the Notes validly tendered and not validly withdrawn will be €1,010.00. Holders whose Notes are accepted for payment in the tender offer will also receive accrued and unpaid interest up to, but not including, the settlement date for the tender offer. The settlement date for the tender offer will be promptly after the offer expiration date and is expected to occur on May 11, 2017, unless the tender offer is extended. Full details of the terms and conditions of the tender offer, and a description of the procedures that Holders who wish tender Notes must follow, are included in the Offer to Purchase.
As previously announced by Standard Industries Inc., on April 3, 2017, Marsella Holdings S.à r.l., a wholly owned subsidiary of Standard Industries Inc., acquired more than 50.0% of the shares in Braas Monier by way of a voluntary takeover offer in the form of a cash offer regarding the acquisition of all shares in Braas Monier Building Group S.A. and certain other transactions (collectively, the “Takeover Offer”). The Takeover Offer therefore resulted in the occurrence of a “Change of Control” as defined in the indenture (the “Indenture”) governing the Notes. Under the terms of the Indenture, each holder of the Notes has the right to require the Issuer to purchase all or any part of such holder’s Notes at a purchase price equal to 101% of the principal amount of such Notes plus accrued and unpaid interest to, but not including, the date of purchase (the “Tender Offer Consideration”). Any Notes accepted for purchase pursuant to the tender offer will cease to accrue interest on the settlement date unless the Tender Offer Consideration is not paid. Any Notes not tendered will continue to accrue interest.
Lucid Issuer Services Limited is acting as the information and tender agent for the tender offer. Requests for assistance or documents related to the tender offer may be directed to Lucid Issuer Services Limited at +44 20 7704 0880.
For further information, please contact:
Director Group Communications / Investor Relations
Braas Monier Building Group
The tender offer is being made solely by means of the Offer to Purchase. This press release is for information purposes only and under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of Braas Monier and its subsidiaries. The tender offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. No recommendation is made as to whether holders of the Notes should tender their Notes. Holders of the Notes must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.
Forward Looking Statements
This press release may include “forward -looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this release which are not historical facts are forward-looking statements. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. All forward-looking statements involve risks and uncertainties which could affect Braas Monier’s actual results and could cause its actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, Braas Monier.