Borregaard ASA (the "Company") is contemplating a buy-back of up to NOK 200 million nominal amount of the bond issue BRG01 (ISIN: NO0010704117) for cash management purposes. Outstanding nominal amount is presently NOK 400 million, and the bond issue matures on 26 February 2019.
The buy-back will be conducted as a "reverse Dutch auction", where the Company, through the Managers, will receive sale offers for both volume(s) and price(s) from bondholders on a confidential basis.
All bondholders (subject to legal constraints, if any) are hereby invited to provide offers for sale of all or a portion of their bond holdings in BRG01 through submission of the attached bondholder's offer form (the "Bondholder's Offer Form"). Offers of bonds may not be withdrawn prior to the Company's deadline for acceptance.
Due date for submission of the Bondholder's Offer Form is set to 16:00 CET 26 October 2016. No submissions after this time will be valid.
The Company's deadline for acceptance is at 09:00 CET 27 October 2016.
Prior to the Company's acceptance deadline, the Company will decide upon which volume it will accept to buy back (if any), and the corresponding buy-back price (the "Buy-Back Price"). Buy-Back Price will be fixed as the highest price that clears the volume the Company decides to buy.
All bondholders with offers equal to the Buy-Back Price, or lower, will receive the Buy-Back Price on the volume the Company accepts to buy back at this price. In the event that the total volume offered exceeds the maximum volume the Company chooses to accept, a pro rata scale back will take place among the bondholders which have offered their bond holdings at the Buy-Back Price. For the avoidance of doubt, bondholders who offer their bond holdings at a price lower than the fixed Buy-Back Price will receive full volume allocation at the Buy-Back Price, while bondholders who offer their volume at the Buy-Back Price may get a scale back of their offered volume.
Settlement date for this potential buy-back of bonds, including accrued interest, will be 31 October 2016.
DNB Markets and SEB are acting as Managers for the buy-back offer.
In the attached Bondholder's Offer Form further details and restrictions related to the offer are stated. Each bondholder must on its own consider if it is covered by any restrictions that hinders it from participating in the offer.
The Bondholder's Offer Form is to be sent by e-mail to DNB Markets, Syndicate and/or SEB, Debt Capital Markets no later than 16:00 CET 26 October 2016, represented by:
| DNB Markets
Tel: +47 24 16 90 15
Tel: +47 22 82 72 11
| email: email@example.com
| email: firstname.lastname@example.org
The Company may, at its sole discretion, amend, extend, terminate or withdraw the offer at any time until the time of expiry of this offer. Any prospective changes to this offer will be announced on www.stamdata.no.
Attachment: Bondholder's Offer Form
For further information, please contact:
Per Bjarne Lyngstad, CFO,
Tel: +47 95 24 45 15
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.