Erdöl-Lagergesellschaft m.b.H.
EANS-Adhoc: Erdöl-Lagergesellschaft m.b.H.
Invitation to tender to the Issuer
for purchase outstanding Notes (ISIN: XS0905658349) - ANHANG
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Veröffentlichung einer Insiderinformation gemäß Artikel 17 MAR durch euro
adhoc mit dem Ziel einer europaweiten Verbreitung. Für den Inhalt ist der
Emittent verantwortlich.
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Kapitalmaßnahmen
10.01.2018
Lannach -
ERDÖL-LAGERGESELLSCHAFT M.B.H.
Radlpaßstraße 6 | A -8502 Lannach | Tel. +43/3136/82 3 00 | Fax -DW 149
|office@elg.at [office@elg.at]| www.elg.at [http://www.elg.at/]
DISCLOSURE OF INSIDE INFORMATION OF ERDÖL-LAGERGESELLSCHAFT M.B.H
PURSUANT TO ART 17 MARKET ABUSE REGULATION (MAR)
10 January 2018
ERDÖL-LAGERGESELLSCHAFT M.B.H. ANNOUNCES ITS TENDER OFFER FOR ITS EUR
500,000,000 2.750 % FIXED RATE NOTES DUE 2028
On the terms and subject to the conditions set out in an Invitation Memorandum
dated 10 January 2018 (the "Invitation Memorandum"), Erdöl-Lagergesellschaft
m.b.H. (the "Issuer") invites the Holders of its EUR 500,000,000 2.75% Notes due
2028 (ISIN: XS0905658349) (the "Notes") (in each case subject to invitation and
distribution restrictions set out below) to tender to the Issuer for purchase
for cash outstanding Notes at the Purchase Price (as such term is defined in the
Invitation Memorandum) (the "Invitation"). The Issuer intends to accept validly
tendered Notes up to an aggregate principal amount of EUR 100,000,000 (the
"Maximum Acceptance Amount").
A summary of the terms relevant to the Invitation appears below:
Description of Principal Amount Maximum Purchase Price
the Notes ISIN Outstanding Acceptance per Note*
Amount
2.75% Notes due EUR 100,000,000 116.25 per cent.
2028 XS0905658349 EUR 500,000,000 aggregate of the principal
principal amount amount
* excluding accrued interest in respect of the Notes
Rationale
The Issuer intends to terminate the listing of the Notes in the Second Regulated
Market (Geregelter Freiverkehr) of the Vienna Stock Exchange and the Official
List of the Luxembourg Stock Exchange and to apply for the inclusion of the
Notes in trading on: (i) the Third Market (Dritter Markt) of the Vienna Stock
Exchange which is not a regulated market but a multilateral trading facility
(MTF) operated by the Vienna Stock Exchange; and (ii) Euro MTF Market of the
Luxembourg Stock Exchange which is not a regulated market but a multilateral
trading facility (MTF), operated and regulated by the Luxembourg Stock Exchange
(the "Re-listing"). The Issuer is contemplating the purchase of the Notes to
give Holders the chance to end their investments in the Notes prior to the
intended Re-listing of the Notes. Notes acquired by the Issuer pursuant to the
Invitation, may at the option of the Issuer, be held, resold or cancelled.
Purchase Price
The amount payable to each Holder in respect of the Notes validly submitted for
tender and accepted for purchase by the Issuer will be an amount in cash equal
to (i) the Purchase Price for the Notes (expressed as a percentage) multiplied
by each EUR 100,000 in principal amount of Notes tendered and delivered by such
Holder and accepted by the Issuer for purchase (rounded to the nearest EUR 0.01,
with EUR 0.005 being rounded upwards), and (ii) Accrued Interest in respect of
such Notes.
Minimum Tender Amounts
The Notes can only be tendered in the Invitation in the minimum denomination of
EUR 100,000 and integral multiples of EUR 100,000 thereafter.
Maximum Acceptance Amount
If the Invitation is not amended, extended, re-opened and/or terminated by the
Issuer, the Issuer will announce whether it accepts for purchase Notes validly
tendered for purchase pursuant to the Invitation and the aggregate principal
amount of such Notes (if any) at the Invitation Acceptance Announcement Time.
The Issuer intends to accept validly tendered Notes up to such amount that the
aggregate principal amount does not exceed EUR 100,000,000. If the aggregate
principal amount of Notes validly tendered to the Issuer would result in an
aggregate principal amount exceeding the Maximum Acceptance Amount of EUR
100,000,000 all valid tenders will be cut on a pro rata basis to such extent
that the aggregate principal amount does not exceed the Maximum Acceptance
Amount.
The Issuer is under no obligation to accept any Notes tendered for purchase
pursuant to the
Invitation.
Notes acquired by the Issuer pursuant to the Invitation, may at the option of
the Issuer, be held, resold or cancelled.
Summary of Actions to be Taken
The Invitation begins on 10 January 2018 (the "Launch Date") and will expire at
5.00 p.m. (CET) on 17 January 2018 (the "Invitation Deadline"), unless amended,
extended, re-opened and/or terminated as provided in this Invitation Memorandum.
The Issuer will only accept tenders of Notes for purchase by cash pursuant to
the Invitation that have been given by way of the submission of valid Tender
Instructions in accordance with the procedures set out in the section
"Procedures for Participating in the Invitation" of the Invitation Memorandum.
To tender Notes on the basis of the Invitation, a Holder or the Intermediary or
Direct Participant (as the case may be) through which such Holder holds its
Notes, must submit, or arrange to have delivered on its behalf to the Tender
Agent, via the relevant Clearing System a valid Tender Instruction that is
received by the Tender Agent by the Invitation Deadline in the manner described
below.
The Tender Instructions must be delivered and received by Clearstream or
Euroclear in accordance with the requirements, procedures, and on or prior to
the deadlines, established by it. Holders are responsible for informing
themselves of those deadlines and for arranging the due and timely delivery of
Tender Instructions to Clearstream or Euroclear.
The relevant deadline set by any intermediary or direct participant (as
applicable) through which Holders hold Notes or by Clearstream Banking, société
anonyme, Luxembourg ("Clearstream") and/or Euroclear Bank SA/NV ("Euroclear")
may be earlier than the Invitation Deadline.
Tenders of Notes pursuant to the Invitation delivered by the Invitation Deadline
will be irrevocable from the time they are delivered, except in the limited
circumstances described in the Invitation Memorandum
under the heading "Amendment and Termination".
Indicative Invitation Timetable
The times and dates are indicative only. The Invitation may be amended,
extended, re-opened or terminated by the Issuer in accordance with the terms of
the Invitation, as described in the Invitation Memorandum.
Accordingly, the actual timetable may differ significantly from the timetable
below.
Date Event
Launch Date. Invitation announced.
Invitation Memorandum available (subject to
the offer and distribution restrictions set
out in "Invitation and Distribution
10 January 2018 Restrictions") from the Tender Agent.
First date when Tender Instructions can be
validly submitted to the
Tender Agent.
Invitation Deadline
17 January 2018, 5.00 p.m. (CET) Latest time for Tender Instructions to be
received by the Tender Agent.
Invitation acceptance announcement; Details
of: (i) the final aggregate principal
amount of the Notes validly tendered
As soon as practicable after the pursuant to the Invitation; and (ii) the
Invitation Deadline aggregate principal amount of Notes
accepted for purchase pursuant to the
Invitation and the pro-ration factor, if
applicable.
Expected Settlement Date (subject to the
24 January 2018 right of the Issuer to amend, extend, re-
open and/or terminate the Invitation)
Disclaimer:
This announcement must be read in conjunction with the Invitation Memorandum.
This announcement and the Invitation Memorandum contain important information
which should be read carefully before any decision is made with respect to the
Invitation. If you are in any doubt as to the content of this announcement or
the Invitation Memorandum or 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,
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 intermediary
or nominee must contact such entity if it wishes to tender Notes in the
Invitation. None of the Issuer, the Raiffeisen Bank International AG (the
"Dealer Manager"), Lucid Issuer Services Limited (the "Tender Agent") or any of
their respective directors, employees or affiliates makes any recommendation
whether Holders should tender Notes in the Invitation. The distribution of this
announcement and/or the Invitation Memorandum in certain jurisdictions may be
restricted by law (see the invitation and distribution restrictions referred to
below). Persons into whose possession this announcement and/or the Invitation
Memorandum come are required by the Issuer, the Dealer Manager and the Tender
Agent to inform themselves about, and to observe any such restriction.
Invitation and Distribution Restrictions:
Neither the Invitation Memorandum nor this announcement does constitute an offer
to buy or a solicitation of an offer to sell any Notes (and tenders of Notes in
the Invitation will not be accepted from Holders) in any jurisdiction or
circumstances in which such offer or solicitation is unlawful. In any
jurisdiction where the securities regulations or other laws require the
Invitation to be made by a licensed broker or dealer and the Dealer Manager or
any of its respective affiliates is such a licensed broker or dealer in such
jurisdiction, the Invitation shall be deemed to be made on behalf of the Issuer
in such jurisdiction by the Dealer Manager or respective affiliate, as the case
may be.
Erdöl-Lagergesellschaft m.b.H.
a limited liability company (Gesellschaft mit beschränkter Haftung) under
Austrian law, with its
registered office at Radlpaßstraße 6, 8502 Lannach, Austria and registered with
the regional court for civil law matters (Landesgericht für Zivilrechtssachen)
Graz under FN 69684b;
Notes of the Issuer are admitted to trading on the following regulated markets:
Second Regulated Market (Geregelter Freiverkehr) of the Vienna Stock Exchange
and the Official List of the Luxembourg Stock Exchange.
For more information, please contact:
Investor Relations
Name: Thomas Gaal
Tel: +43 3136 82300 210
E-mail: investor.relations@elg.at [investor.relations@elg.at]
Internet: www.elg.at/investor-relations.html [http://www.elg.at/investor-
relations.html]
Rückfragehinweis:
Mag. Friedrich Wiesauer
Erdöl-Lagergesellschaft m.b.H.
The Austrian Stockholding Company
A-8502 Lannach, Radlpaßstraße 6
Tel.: +43/(0)3136/82300-211, Fax DW: 249
Handy: +43/(0)664/1629389
E-Mail: friedrich.wiesauer@elg.at
Web: http://www.elg.at
Ende der Mitteilung euro adhoc
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Anhänge zur Meldung:
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http://resources.euroadhoc.com/documents/3418/0/10094461/0/ELG_Tender_2018_--Ad_hoc_Announcment_-_final_cleaned.pdf
Emittent: Erdöl-Lagergesellschaft m.b.H.
Radlpaßstraße 6
A-8502 Lannach
Telefon: +43 3136 82300-0
FAX: +43 3136 82300-149
Email: office@elg.at
WWW: http://www.elg.at
ISIN: XS0905658349
Indizes:
Börsen: Luxembourg Stock Exchange, Wien
Sprache: Deutsch