AMSTERDAM--(BUSINESS WIRE)--Carlson Wagonlit B.V. (the “Company”) announced today its intention to offer to purchase for cash (the “Offer”) up to $50 million (as it may be increased pursuant to the Offer) aggregate principal amount of the outstanding 6.875% Senior Secured Notes due 2019 (the “Notes”) from each holder of such Notes. The terms, conditions and other information concerning the Offer are expected to be announced later today.
This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Offer will be made solely by means of an offer to purchase (the “Offer to Purchase”), which contains important information about the Offer.
The Offer is not being made to (nor will the surrender of Notes for purchase be accepted from) or on behalf of Holders of Notes in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Offeror by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
The Offer will not be made, directly or indirectly, to the public in Belgium. The Offer to Purchase and any other documents or materials relating to the Offer have not been, or will be, notified to or approved by the Belgian Banking, Finance and Insurance Commission (Commission Bancaire, Financière et des Assurances/Commissie voor het Bank, Financie en Assurantiewezen). Accordingly, no Offer may be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and admission to trading of placement instruments on regulated markets, each as amended or replaced from time to time. Accordingly, the Offer may not be advertised and neither the Offer to Purchase nor any other documents or materials relating to the Offer has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” within the meaning of Article 10 of the Belgian Law of 16 June 2006, on the public offer of placement instruments and admission to trading of placement instruments on regulated markets, as amended, acting on their own account.
The Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither the Offer to Purchase nor any other documents or materials relating to the Offer have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) or a restricted circle of investors (cercle restraint d’investisseurs), other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1 and D.411-4 of the French Code Monétaire et Financier, are eligible to participate in the Offer. Investors are informed that:
(a) the Offer to Purchase has not been and will not be submitted for
clearance to nor approved by the Autorité des Marchés Financiers and
no information document (prospectus) will be submitted to the visa of
the Autorité des Marchés Financiers;
(b) qualified investors (investisseurs qualifiés) or a restricted circle of investors (cercle restreint d’investisseurs) can only invest in the Offer for their own account in accordance with the French Code monétaire et financier; and
(c) the direct or indirect offer or sale, to the public in France, of the Notes so purchased is subject to restrictions and can only be made in accordance with the French Code monétaire et financier.
Neither the Offer to Purchase nor any other documents or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer will be being carried out in Italy as an exempted offer, pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the “Issuer’s Regulation”). Accordingly, the Offer is not available to investors located in Italy that do not qualify as qualified investors (investitori qualifcati), as defined pursuant to Article 100 of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Issuer’s Regulation (“Ineligible Italian Investors”). Ineligible Italian Investors may not tender Notes in the Offer and neither the Offer to Purchase nor any other documents or materials relating to the Offer or the Notes may be distributed or made available to Ineligible Italian Investors. Holder of the Notes that are located in Italy and qualify as qualified investors (investitori qualificati) can tender Notes for purchase in the Offer through authorised persons (such as investment firms, banks or financial institutions permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.
The communication of this announcement and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order or by virtue of an exemption to section 21(1) of the FSMA.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO JAPAN OR AUSTRALIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT