General Announcement::TENDER OFFER AND CONSENT SOLICITATION - USD510m 6 7/8% SN 2024 AND USD435M 4.7% SN 2028

Issuer & Securities

Issuer/ Manager
KENBOURNE INVEST S.A.
Securities
KENBOURNEUS$450M6.875%N241126A - US48855KAA88 - YJPB
KENBOURNEUS$450M6.875%N241126R - USL5831KAA45 - QBGB
KENBOURNEUS$450M4.7%N280122A - US48855KAC45 - REAB
KENBOURNEUS$450M4.7%N280122R - USL5831KAC01 - YD4B
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
30-Aug-2022 19:57:46
Status
New
Announcement Sub Title
TENDER OFFER AND CONSENT SOLICITATION - USD510m 6 7/8% SN 2024 AND USD435M 4.7% SN 2028
Announcement Reference
SG220830OTHRFMV0
Submitted By (Co./ Ind. Name)
Kenbourne Invest S.A.
Designation
Sole Director
Effective Date and Time of the event
26/08/2022 17:00:00
Description (Please provide a detailed description of the event in the box below)
WOM S.A. ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION FOR OUSTANDING U.S.$510,000,000 6 7/8% SENIOR NOTES DUE 2024 AND U.S.$435,000,000 4.7% SENIOR NOTES DUE 2028 OF KENBOURNE INVEST S.A.

August 26, 2022

WOM S.A. (the Offeror ) has today launched an invitation to eligible holders (subject to the offer and distribution restrictions referred to below) of Kenbourne Invest S.A. s (the Issuer ) outstanding 6 7/8% Senior Notes due 2024 (the 2024 Notes ) and 4.7% Senior Notes due 2028 (the 2028 Notes and together with the 2024 Notes, the Notes ) to tender for cash, on the terms and subject to the conditions set forth in the Tender Offer and Consent Solicitation Memorandum dated August 26, 2022 (the Tender Offer and Consent Solicitation Memorandum ), such Notes up to an aggregate maximum principal amount of the Notes validly tendered and purchased equal to USD270.0 million (the Aggregate Maximum Tender Amount ) (or, if lesser, the aggregate principal amount of the Notes tendered) (the Tender Offers ), subject to (a) the aggregate principal amount for all 2024 Notes accepted for purchase of at least USD135.0 million (before giving effect to any Notes Sublimit Reallocation, the 2024 Notes Sublimit ), (b) the aggregate principal amount for all 2028 Notes accepted for purchase of at least USD135.0 million (before giving effect to any Notes Sublimit Reallocation (the 2028 Notes Sublimit ) and (c) in the event that less than USD135.0 million aggregate principal amount of either series of Notes are validly tendered by the Early Participation Deadline or the Expiration Deadline, as applicable, the Offeror may, in its sole discretion, increase the 2024 Notes Sublimit or the 2028 Notes Sublimit, as applicable, by an amount up to the difference between USD135.0 million and the aggregate principal amount of the relevant series of Notes validly tendered and accepted for purchase at the applicable settlement date (the Notes Sublimit Reallocation ) and, together with the Tender Offers, concurrently to solicit consents to certain proposed amendments (the Proposed Amendments and together with the Tender Offers, the Offers ), all on the terms and subject to the conditions set out in the Tender Offer and Consent Solicitation Memorandum.

Copies of the Tender Offer and Consent Solicitation Memorandum are available from the Tender and Tabulation Agent as set out below. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum.

The Offers began on August 26, 2022 and will expire at 11:59 p.m., New York City time, on September 23, 2022, unless the Offers are extended or earlier terminated, as described in Tender Offer and Consent Solicitation Memorandum (the Expiration Deadline ).


Attachments

WOM - SGX-ST Tender Offer Launch Notice.pdf
Total size =320K