Castellum AB announces indicative results of tender offer for its €400,000,000 0.750 per cent. Notes due 4 September 2026
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6 September 2024. Castellum AB (the Company) announces the indicative results of its invitation to holders of the outstanding €400,000,000 0.750 per cent. Notes due 4 September 2026 (ISIN: XS2049767598) (the Notes), issued by the Company, to tender their Notes for purchase by the Company for cash subject to the satisfaction or waiver of the New Financing Condition and the other conditions described in the Tender Offer Memorandum (as defined below) (such invitation, the Offer). The Offer was announced on 30 August 2024 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 30 August 2024 (the Tender Offer Memorandum) prepared by the Company.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer was 5.00 p.m. (CEST) on 5 September 2024.
As at the Expiration Deadline, €185,690,000 in aggregate nominal amount of Notes were validly tendered for purchase pursuant to the Offer.
The Company hereby informs Noteholders of the non-binding indicative results of the Offer. Based on valid Tender Instructions received as at the Expiration Deadline, the Company expects to set the Final Acceptance Amount, subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, at approximately €185,690,000 in aggregate nominal amount of Notes with no pro rata scaling applicable.
A summary of the indicative results of the Offer is set out below:
| Indicative Final Acceptance Amount | Indicative Scaling Factor |
| €185,690,000 | Not Applicable (all valid tenders of Notes expected to be accepted in full) |
The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum. The Company is not under any obligation to accept any tender of Notes for purchase pursuant to the Offer.
Tenders of Notes for purchase may be rejected in the sole and absolute discretion of the Company for any reason and the Company is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase. In addition, the Company may, in its sole discretion, extend, re-open, amend or waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum).
The Purchase Yield and Purchase Price is expected to be determined at or around 12:00 noon (CEST) (the Pricing Time) today in the manner described in the Tender Offer Memorandum.
The Company will announce as soon as reasonably practicable after the Pricing Time whether it will accept (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) for purchase valid tenders of Notes pursuant to the Offer and, if so accepted for purchase, (i) the Final Acceptance Amount; (ii) the Purchase Yield; (iii) the Interpolated Mid-Swap Rate; (iv) the Purchase Price; (v) details of any pro rata scaling including the Scaling Factor (if applicable); (vi) the Accrued Interest (expressed as a percentage of the nominal amount of the Notes); and (vii) the aggregate nominal amount of Notes that will remain outstanding following settlement of the Offer.
Subject to the satisfaction or waiver of the New Financing Condition on or prior to such date, the Settlement Date is expected to be 11 September 2024.
Notes repurchased by the Company pursuant to the Offer will be immediately cancelled and will not be reissued or re-sold. Notes that are not successfully tendered for purchase pursuant to the Offer will remain outstanding.
The Offer has now expired and no further Notes can be tendered for purchase.
Full details concerning the Offer are set out in the Tender Offer Memorandum.
| The Joint Dealer Managers | |
| J.P. Morgan SE | Nordea Bank Abp |
| Taunustor 1 (TaunusTurm) 60310 Frankfurt am Main Germany Telephone: + 44 20 7134 2468 Email: liability_management_EMEA@jpmorgan.com Attention: EMEA Liability Management Group | c/o Nordea Danmark, filial af Nordea Bank Abp Grønjordsvej 10 DK-2300 Copenhagen S DenmarkTelephone: +45 6161 2996 Email: nordealiabilitymanagement@nordea.com Attention: Nordea Liability Management |
| The Tender Agent |
| Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Telephone: +44 20 7704 0880 Email: castellum@is.kroll.com Attention: Arlind Bytyqi Website: https://deals.is.kroll.com/castellum |
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offers or invitation to acquire any securities is being made pursuant to this announcement. 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 each of the Company, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.