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DIA announces EUR 2019 Tender Offer

HG_Rules_Website_Jan2016.pdf (.pdf) 27 Mar 2017

Société Générale (the Offeror) today announces an invitation to holders of the EUR 500,000,000 1.500 per cent. Notes due July 2019 (ISIN: XS1088135634) (the Existing Notes) issued by Distribuidora Internacional de Alimentación, S.A. (the Issuer) to submit offers to sell Existing Notes (each an Offer to Sell) to the Offeror for cash at the Purchase Price (the Offer).

The Offer is being made upon the terms and subject to the conditions contained in the tender offer memorandum dated 27 March 2017 (the Tender Offer Memorandum) prepared in connection with the Offer, and is subject to the jurisdictional restrictions set out below and as more fully described in the Tender Offer Memorandum.

ISIN / Outstanding Nominal Amount / Coupon / Maturity Date / Minimum Submission Amount / Purchase Yield / Maximum Purchase Amount

XS1088135634 / EUR 500,000,000 / 1.500 per cent. / 22 July 2019 / EUR 100,000 / -0.05 per cent* / EUR 150,000,000 in principal amount subject to the Offeror’s right to increase or decrease such amount at its sole discretion and for any reason

* For information purposes only, the Purchase Price for the Existing Notes, as more fully detailed in the Tender Offer Memorandum, will be 103.175 per cent. (EUR103,175.00 for each EUR100,000 in principal amount of Existing Notes) if the Settlement Date is 5 April 2017. Should the Settlement Date be postponed, the Purchase Price for the Existing Notes will be recalculated and will be announced, for information purposes only.

The Offeror will also pay Accrued Interest in respect of Existing Notes accepted for purchase pursuant to the Offers.

The Issuer announced on 27 March 2017 its intention to issue under its EUR 1,200,000,000 Euro Medium Term Note Programme euro denominated fixed rate notes (the New Notes). It is intended that Existing Notes purchased by the Offeror pursuant to the Offer will be transferred by the Offeror to the Issuer in exchange for part of the issue of the New Notes by the Issuer and in part for cash.

Acceptance by the Offeror of Existing Notes validly tendered in the Offer is conditional upon: (i) the pricing of the New Notes prior to the Acceptance Date, and (ii) the signing of the subscription agreement to be entered into between the Issuer and the relevant joint lead managers for the purchase of, and subscription for, the New Notes and (iii) such subscription agreement remaining in full force and effect as at the Settlement Date (the New Notes Condition). The announcement of whether or not the New Notes Condition has been satisfied is expected to take place as soon as practicably possible on the Settlement Date.
An Offer to Sell may be accepted by the Offeror, if no extension of the Offer Period has occurred, on the Acceptance Date (expected to be on 5 April 2017). The Offeror is under no obligation to accept an Offer to Sell. The acceptance of Existing Notes validly tendered and not validly withdrawn pursuant to the Offer for purchase by the Offeror is at the sole discretion of the Offeror and Offers to Sell may be rejected by the Offeror for any reason.

If the Offeror accepts any Existing Notes for purchase pursuant to the Offer and the aggregate principal amount of the Existing Notes validly tendered is greater than the Maximum Purchase Amount, the Offeror intends to accept such validly tendered Existing Notes for purchase on a pro rata basis.

**Expected Transaction Timeline (all times are CET)**

Commencement of Offer Period: 27 March 2017
Expiration Date: 3 April 2017, 5:00 p.m.
Indicative Results Announcement: At or around 10:00 a.m. on 4 April 2017
Acceptance Date and Time: As soon as practicably possible on the Settlement Date
Results Announcement: As soon as practicably possible on the Settlement Date
Settlement Date: Expected to take place on 5 April 2017

Capitalised terms used in this announcement have the meanings given to them in the Tender Offer Memorandum. A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum.

Dealer Managers: Barclays Bank PLC (Tel: +44 20 3134 8515, email : eu.lm@barclays.com; Société Générale (Tel: +33 1 42 13 32 40, email: liability.management@sgcib.com)

Tender Agent: Lucid Issuer Services Limited (Tel: +44 20 7704 0880, email: dia@lucid-is.com).
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