2009-11-25 08:08:03 -
London, November , 25, 2009
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT
IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR TO ANY
PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (See "Offer
Restrictions" below).
Akzo Nobel N.V. (the "Company") announced today a debt tender offer
for cash (the "Offer") for any and all of its outstanding €750
million 4.25% Bonds 2003 due 2011 (the "Bonds").
The Offer is made on the terms and subject to the conditions
contained in the Tender Offer Memorandum dated November 25, 2009 (the
"Tender Offer Memorandum"), including offer restrictions (see "Offer
Restrictions" below), and should be read in conjunction with the
Tender Offer Memorandum. Capitalized terms used but not otherwise
defined in this announcement shall have the meaning given to them in
the Tender Offer Memorandum.
The Company is under no obligation to accept any tender of Bonds for
repurchase and may decide, in its sole discretion, to cancel the
Offer at any time for any reason. Among other things, whether the
Company will accept for repurchase Bonds validly tendered in the
Offer is subject, at the option of the Company, to the raising by the
Company of new financing, on terms satisfactory to the Company (in
its sole discretion), in order to enable it to finance, in whole or
in part, the Repurchase Price and Accrued Interest for the Bonds
validly tendered for repurchase in the Offer.
The purpose of the Offer is to take advantage of current favourable
market conditions in the debt capital markets and, in conjunction
with a contemplated raising of new financing on the bond capital
markets, to extend the Company's debt maturity profile. The decision
as to whether to launch and terms of the contemplated new bond
financing will be at the Company's sole discretion and its decision
will be influenced by, inter alia, the then prevailing market
conditions and the number of Bonds validly tendered in the Offer.
The Company will pay for each €1,000 in nominal amount of the Bonds
accepted by it for repurchase pursuant to the Offer the Repurchase
Price 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 reference
to the sum (such sum, the "Repurchase Yield") of the Repurchase
Spread of +0 basis points and the Interpolated Mid-Swap Rate. The
Company will also pay, on the Settlement Date, Accrued Interest on
such 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, Bondholders
must validly tender their Bonds by 5.00 p.m. (CET) on December 2,
2009 (the "Expiration Deadline"), by delivering, or arranging to have
delivered on their behalf, a valid Tender Instruction that is
received by the Tender Agent by the Expiration Deadline. The
deadlines set by any intermediary or clearing system will be earlier
than the deadline specified above.
Subject to applicable law and as provided in the Tender Offer
Memorandum, 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 Event
November 25, 2009 Launch Date
5.00 p.m. (CET) on December 2, 2009 Expiration Deadline
At or around 4.00 p.m. (CET) on Pricing Time and Pricing Date
December 3, 2009
As soon as practicable after the Announcement of Results and
Pricing Time on the Pricing Date Repurchase Price
December 10, 2009 Settlement Date
Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and
The Royal Bank of Scotland plc are acting as Dealer Managers for this
Offer. Lucid Issuer Services Limited is acting as Tender Agent. For
detailed terms of the Offer please refer to the Tender Offer
Memorandum which (subject to distribution restrictions) can be
obtained from the Dealer Managers and the Tender Agent referred to
below:
Dealer Managers:
Citigroup Global Markets Deutsche Bank AG, London The Royal Bank of Scotland
Limited Branch plc
Winchester House 135 Bishopsgate
Citigroup Centre 1 Great Winchester Street London EC2M 3UR
Canada Square London EC2N 2DB United Kingdom
Canary Wharf United Kingdom
London E14 5LB
United Kingdom
Telephone: +44 20 7545 8011
Telephone: +44 20 7986 Attention:
8969 Liability Management Group Telephone: +44 20 7085 8056
Attention: Email: Attention:Liability
Liability Management Group liability.management@db.com Management Group
Email: Email:
liabilitymanagement.europe liabilitymanagement@rbs.com
@citi.com
Tender Agent:
Lucid Issuer Services Limited
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 20 7704 0880
Attention: Yves Theis
Email: akzonobel@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offer. If you are in any
doubt as to the action you should take, you are recommended to seek
your own financial advice, including as to any tax consequences, from
your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser. Any individual or company whose Bonds
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 Bonds in the Offer. None of the Company, the Dealer Managers
or the Tender Agent makes any recommendation whether Bondholders
should tender Bonds in the Offer.
OFFER RESTRICTIONS
The distribution of this announcement and the Tender Offer Memorandum
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement and/or the Tender Offer Memorandum
comes are required by the Company and the Dealer Managers to inform
themselves about and to observe any such restrictions. Neither this
announcement nor the Tender Offer Memorandum constitutes an offer to
buy or a solicitation of an offer to sell the Bonds, and tenders of
Bonds in the Offer will not be accepted from Bondholders, in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and
either Dealer Manager or any of their respective affiliates is such a
licensed broker or dealer in such jurisdictions, the Offer shall be
deemed to be made by such Dealer Manager or affiliate (as the case
may 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 by
any means or instrumentality of interstate or foreign commerce of, or
of any facilities of a national securities exchange of, the United
States. This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Bonds may not be tendered in the Offer
by any such use, means, instrumentality or facility from or within
the United States or by persons located or resident in the United
States. Accordingly, copies of the Tender Offer Memorandum and any
other documents or materials relating to the Offer are not being, and
must not be, directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to
persons located or resident in the United States. Any purported
tender of Bonds in the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
tender of Bonds made by a person located in the United States or any
agent, fiduciary or other intermediary acting on a non-discretionary
basis for a principal giving instructions from within the United
States will not be accepted. Each holder of Bonds participating in
the Offer will represent that it is not located in the United States
and is not participating in the Offer from the United States or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the
Offer from the United States. For the purposes of this paragraph,
"United States" means the United States of America, its territories
and possessions, any state of the United States of America and the
District of Columbia.
Italy. The Offer is not being made, directly or indirectly, in
Italy. The Offer and the Tender Offer Memorandum have not been
submitted to the clearance procedure of the Commissione Nazionale per
le Società e la Borsa (CONSOB) pursuant to Italian laws and
regulations. Accordingly, Bondholders are notified that, to the
extent Bondholders are located or resident in Italy, the Offer is
not available to them and they may not tender Bonds in the Offer and,
as such, any Tender Instructions received from such persons shall be
ineffective and void, and neither the Tender Offer Memorandum nor any
other documents or materials relating to the Offer or the Bonds may
be distributed or made available in Italy.
This Offer is not being made and this announcement and the Tender
Offer Memorandum are not being distributed to the public in the
United Kingdom, France or Belgium. In such jurisdictions, only the
following persons may participate in the Offer and receive this
announcement and the Tender Offer Memorandum (as more fully set out
in the Tender Offer Memorandum):
United Kingdom (investment professionals and persons within Article
43(2) or any other relevant exemption under the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005) / France
(certain qualified investors and providers of portfolio management
investment services) / Belgium (qualified investors).
- - -
AkzoNobel is proud to be one of the world's leading industrial
companies. Based in Amsterdam, the Netherlands, we make and supply a
wide range of paints, coatings and specialty chemicals - 2008 revenue
totaled €15.4 billion. In fact, we are the largest global paints and
coatings company. As a major producer of specialty chemicals we
supply industries worldwide with quality ingredients for life's
essentials. We think about the future, but act in the present. We're
passionate about introducing new ideas and developing sustainable
answers for our customers. That's why our 58,000 employees - who are
based in more than 80 countries - are committed to excellence and
delivering Tomorrow's Answers Today(TM).
Not for publication - for more information
Corporate Media Relations, tel. +31 20 502 7833
Corporate Investor Relations, tel. +31 20 502 7854
Contact: Tim van der
Zanden Contacts:
Huib Wurfbain and Ivar Smits
hugin.info/130660/R/1357035/329992.pdf
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
