LONDON–(BUSINESS WIRE)–Oct 10, 2018–JPMorgan Chase Bank, N.A. (the “ Offeror ”) today announces an action to acquirement (the “ Action ”) to holders (the “ Bondholders ”) of its USD 350,000,000 aught advertisement banknote acclimatized changeable bonds due 2021 (XS1748457352), of which USD 350,000,000 in accumulated arch bulk is currently outstanding (the “ Bonds ”) on the agreement declared in this Columnist Release.
The Offeror is alms to acquirement any and all of the Bonds for banknote at the acquirement bulk of USD 185,000 per USD 200,000 in arch bulk of the Bonds validly tendered by Bondholders pursuant to the Offer.
J.P. Morgan Balance plc is acting as Banker Manager and The Coffer of New York Mellon, London Branch is acting as Breakable Agent, anniversary in affiliation to the Offer.
Timetable for the Offer
The calendar for the Action is set out below:
Bondholders are brash to ysis with any bank, balance agent or added agent (including any Direct Participant of a Clearing System) through which they ascendancy their Bonds as to the borderline by which such agent would crave cancellation of instructions to participate in, or abjure their Breakable Instructions to participate in, the Action to accommodated the borderline set out above.
The borderline set by any such agent (including any Direct Participant of the Clearing Systems) is acceptable to be beforehand than the borderline authentic above.
The Offeror especially affluence the right, in its sole acumen and accountable to applicative law, at any time, to (i) extend the Expiration Deadline, (ii) absorb the Bonds auspiciously tendered by Bondholders pursuant to the Action and (iii) alter the added agreement of the Action in any respect. Any alteration applicative to the Action will administer to all Bonds tendered pursuant to the Offer. If the Offeror makes a actual change in the agreement of an Action or the advice apropos the Offer, it will advertise added acknowledgment abstracts and extend the Action to the admeasurement appropriate by law.
Participating in the Offer
Only Direct Participants can abide Breakable Instructions. Bondholders who intend to participate in the Action and who are Direct Participants of a Clearing System charge booty the accomplishments set out beneath directly. Bondholders who appetite to participate in the Action and who are not Direct Participants of a Clearing System charge abide Breakable Instructions by instructing the bank, babysitter or agent through which they ascendancy the Bonds. Any costs or costs incurred by a bank, babysitter or agent appointment Breakable Instructions will be borne by the accordant Bondholder. A “ Direct Participant ” is a actuality apparent in the annal of the accordant Clearing System as a holder of the Bonds.
Instructions to breakable Bonds pursuant to the Action (“ Breakable Instructions ”) should be beatific to the accordant Clearing System in accordance with the accustomed procedures of such Clearing System. The abandonment of Bonds in the Action will be accounted to accept occurred aloft cancellation by the Breakable Agent from the accordant Clearing System of a accurate Breakable Instruction submitted in accordance with the requirements of such Clearing System. The cancellation of such Breakable Instruction by the accordant Clearing System will be accustomed in accordance with the accustomed practices of such Clearing System and will aftereffect in the blocking of the accordant Bonds in the Bondholder’s annual with the accordant Clearing System so that no transfers may be accomplished in affiliation to such Bonds.
Tender Instructions are assertive aloft acquiescence except in the bound affairs declared in “ Accustomed Conditions of the Action ”.
New Bond Offering
The Offeror additionally appear today the barrage of an alms of cash-settled changeable bonds due 2021 (the “ New Bonds ”) in minimum accumulated arch bulk of USD 150,000,000. The New Bonds are referable to accustomed shares of Dufry AG. Exchange rights in annual of the New Bonds will be cash-settled only.
Requests for advice in affiliation to the agreement of the Action should be directed to:
J.P. Morgan Balance plc 25 Coffer Street Canary Wharf London E14 5JP United Kingdom
Attention: J.P. Morgan equity-linked aggregation Telephone: 44 207 134 2650 Email: Eql—[email protected]
Requests for advice in affiliation to the procedures for accommodating in the Action should be directed to:
The Coffer of New York Mellon, London Branch
One Canada Square London E14 5AL United Kingdom Attention: Debt Restructuring Casework Telephone: 44 (0) 1202 689644 Email: [email protected]
This columnist absolution relates to the acknowledgment of advice that qualified, or may accept qualified, as central advice aural the acceptation of Commodity 7(1) of the EU Market Abuse Regulations.
GENERAL CONDITIONS OF THE OFFER
This Columnist Absolution does not aggregate an Action to acquirement Bonds in any administration in which, or to or from any actuality to or from whom, it is actionable to accomplish such an action beneath applicative balance laws. The administration of this Columnist Absolution in assertive jurisdictions may be belted by law. Bodies into whose control this Columnist Absolution comes are appropriate by anniversary of the Offeror, the Breakable Agent and the Banker Manager to acquaint themselves about, and to observe, any such restrictions.
The advice of this Columnist Absolution by the Offeror and any added abstracts or abstracts apropos to the Action is not actuality made, and such abstracts and/or abstracts accept not been approved, by an authorised actuality for the purposes of area 21 of the Banking Casework and Markets Act 2000 (the “ FSMA ”). Accordingly, such abstracts and/or abstracts are not actuality advertisement to, and charge not be anesthetized on to, the accustomed accessible in the United Kingdom. The advice of such abstracts and/or abstracts is absolved from the brake on banking promotions beneath area 21 of the FSMA on the base that it is alone directed at and may alone be announced to (1) bodies who accept able acquaintance in affairs apropos to investments, actuality advance professionals as authentic in Commodity 19 of the Banking Casework and Markets Act 2000 (Financial Promotion) Order 2005 (the “ FPO ”); (2) bodies who abatement aural Commodity 43(2) of the FPO; or (3) any added bodies to whom these abstracts and/or abstracts may accurately be communicated. Any advance or advance action to which this Columnist Absolution relates is accessible alone to such bodies or will be affianced in alone with such bodies and added bodies should not await on it.
The Action is not actuality made, anon or indirectly, to the accessible in the Republic of France (“ France ”). Neither this Columnist Absolution nor any added certificate or actual apropos to the Action has been or shall be advertisement to the accessible in France and only: (i) providers of advance casework apropos to portfolio administration for the annual of third parties ( personnes fournissant le annual d’investissement de gestion de portefeuille cascade compte de tiers ); and/or (ii) able investors ( investisseurs qualifiés ), acting for their own account, all as authentic in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier are acceptable to participate in the Offer. This Columnist Absolution has not been submitted for approval to the Autorité des Marchés Financiers.
None of the Offer, this Columnist Absolution or any added abstracts or abstracts apropos to the Action accept been submitted to the approval procedures of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Action is actuality agitated out in the Republic of Italy (“ Italy ”) as an exempted action pursuant to commodity 101-bis, branch 3-bis of the Legislative Decree No. 58 of 24 February 1998, as adapted (the Banking Casework Act) and commodity 35-bis, branch 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Accordingly, the Action is alone addressed to holders of Bonds amid in the Republic of Italy who are “qualified investors” ( investitori qualificati ) as authentic pursuant to and aural the acceptation of Commodity 100 of the Banking Casework Act and commodity 35-bis, branch 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or benign owners of the Bonds may breakable their Bonds pursuant to the Action through authorised bodies (such as advance firms, banks or banking intermediaries acceptable to conduct such activities in Italy in accordance with the Banking Casework Act, CONSOB Regulation No. 16190 of 29 October 2007, as adapted from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in acquiescence with applicative laws and regulations or with requirements imposed by CONSOB or any added Italian authority. Anniversary agent charge accede with the applicative laws and regulations apropos advice duties vis-à-vis its audience in affiliation with the Bonds or the Offer.
Neither this Columnist Absolution nor any added alms or actual apropos to the Action constitutes a announcement as such appellation is accustomed pursuant to commodity 652a or commodity 1156 of the Swiss Federal Code of Obligations or a advertisement announcement aural the acceptation of the advertisement rules of the SIX Swiss Exchange Ltd. Accordingly, the agent aegis rules contrarily applicative to investors in Switzerland do not administer to the Offer. When in doubt, investors based in Switzerland are recommended to acquaintance their legal, banking or tax adviser with annual to the Offer.
This Columnist Absolution does not aggregate an action to advertise or buy or a address of an action to advertise or buy the Bonds, as applicative (and any accord in the Action will not be accustomed from Bondholders) in any affairs in which such action or address is unlawful. In those jurisdictions area the securities, dejected sky or added laws crave the Action to be fabricated by a accountant agent or banker and any of the Banker Manager or its affiliates is such a accountant agent or banker in such jurisdictions, the Action shall be accounted to be fabricated by the Banker Manager or its associate (as the case may be) on account of the Offeror in such jurisdictions.
By accommodating in the Offer, anniversary Bondholder and any agent on such Bondholder’s account shall be accounted to agree, and acknowledge, represent, accreditation and undertake to the Offeror, the Breakable Agent and the Banker Manager on the date of acquiescence of the accordant Breakable Instruction, the Expiration Borderline and the Settlement Date that:
THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE WITHOUT NOTICE AND SUBJECT TO CHANGE IN ITS ENTIRETY BY REFERENCE TO ANY FURTHER COMMUNICATION IN RESPECT OF THE OFFER. THIS PRESS RELEASE IS NOT AN OFFERING CIRCULAR OR PROSPECTUS OR LISTING PARTICULARS AND IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR MADE AVAILABLE IN WHOLE OR IN PART TO ANY OTHER PERSON FOR ANY PURPOSE, WITHOUT THE PRIOR CONSENT OF THE DEALER MANAGER.
THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY TO MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO BUY ANY BOND NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY BOND.
ANY DECISION RELATING TO A TENDER OF THE BONDS PURSUANT TO THE OFFER SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY YOU OF THE OFFEROR’S PUBLICLY AVAILABLE INFORMATION AND THE PUBLIC INFORMATION RELATING TO THE SHARES THE BONDS ARE REFERABLE TO. NONE OF THE DEALER MANAGER, THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE OFFEROR’S PUBLICLY AVAILABLE INFORMATION OR THE PUBLIC INFORMATION RELATING TO THE SHARES THE BONDS ARE REFERABLE TO.
THE DEALER MANAGER IS ALSO THE JOINT BOOKRUNNER FOR THE NEW BOND OFFERING. THE DEALER MANAGER AND ITS SUBSIDIARIES AND AFFILIATES MAY PERFORM ADDITIONAL SERVICES FOR, OR SOLICIT BUSINESS FROM, THE OFFEROR OR MEMBERS OF THE OFFEROR’S GROUP, MAY MAKE MARKETS IN THE BONDS AND/OR THE SHARES THE BONDS ARE REFERABLE TO AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH BONDS AND SUCH SHARES.
IN CONNECTION WITH THE OFFER, THE DEALER MANAGER OR ITS AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO OR UNWIND ASSET SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE BONDS AT THE SAME TIME AS THE OFFER OR IN SECONDARY MARKET TRANSACTIONS. THE DEALER MANAGER OR ANY OF ITS AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND SELL SUCH BONDS OR DERIVATIVES. NO DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS.
IN CONNECTION WITH THE OFFER, THE DEALER MANAGER AND ITS AFFILIATES, ACTING AS INVESTORS FOR THEIR OWN ACCOUNT, MAY SUBSCRIBE FOR SECURITIES OF THE OFFEROR OR DUFRY AG OR SELL THE BONDS OR ANY SHARES REFERABLE TO THE BONDS AND FOR SUCH REASON HOLD IN THEIR PORTFOLIOS, PURCHASE OR SELL SUCH BONDS OR ANY SECURITY OF THE OFFEROR OR DUFRY AG OR ANY RELATED INVESTMENT; FURTHERMORE, THEY MAY ALSO OFFER OR SELL SUCH SECURITIES OR MAKE INVESTMENTS OTHER THAN IN THE CONTEXT OF THE OFFER. THE DEALER MANAGER DOES NOT INTEND TO DISCLOSE THE AMOUNT OF SUCH INVESTMENTS OR TRANSACTIONS OTHER THAN TO THE EXTENT REQUIRED BY APPLICABLE LAWS AND REGULATIONS.
THE DEALER MANAGER AND THE TENDER AGENT ARE ACTING ON BEHALF OF THE OFFEROR AND NO ONE ELSE IN CONNECTION WITH THE OFFER AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER OR THE TENDER AGENT, OR FOR PROVIDING ADVICE IN RELATION TO THE OFFER. NEITHER THE DEALER MANAGER NOR THE TENDER AGENT OWE ANY DUTY TO ANY HOLDER OF THE BONDS. NEITHER THE DEALER MANAGER, THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS PRESS RELEASE (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE PRESS RELEASE) OR ANY OTHER INFORMATION RELATING TO THE OFFEROR ITS SUBSIDIARIES OR ASSOCIATED COMPANIES, OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS PRESS RELEASE OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.
NO ACTION HAS BEEN TAKEN BY THE OFFEROR, THE TENDER AGENT, THE DEALER MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT THE POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY PUBLICITY MATERIAL RELATING TO THE OFFER IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE OFFEROR, THE TENDER AGENT AND THE DEALER MANAGER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
A PROSPECTUS IS NOT REQUIRED TO BE PUBLISHED PURSUANT TO THE PROSPECTUS DIRECTIVE.
THIS OFFER TO PURCHASE DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE OFFER IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION OR FOR THERE TO BE SUCH PARTICIPATION UNDER APPLICABLE SECURITIES LAWS. THE DISTRIBUTION OF THIS OFFER TO PURCHASE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS OFFER TO PURCHASE COMES ARE REQUIRED BY THE OFFEROR, THE DEALER MANAGER AND THE TENDER AGENT TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
View antecedent adaptation on businesswire.com:https://www.businesswire.com/news/home/20181009006221/en/
CONTACT: J.P. Morgan Balance plc
J.P. Morgan equity-linked team
44 207 134 2650
The Coffer of New York Mellon, London Branch
Debt Restructuring Services
44 (0) 1202 689644
KEYWORD: UNITED KINGDOM EUROPE
INDUSTRY KEYWORD: PROFESSIONAL SERVICES BANKING FINANCE
SOURCE: JPMorgan Chase Bank, N.A.
Copyright Business Wire 2018.
PUB: 10/10/2018 02:24 AM/DISC: 10/10/2018 02:24 AM
Copyright Business Wire 2018.
© 2018 The Associated Press. All rights reserved. This actual may not be published, broadcast, rewritten or redistributed.
Never Underestimate The Influence Of Receipt Bank Review | Receipt Bank Review – receipt bank review
| Delightful for you to our blog, on this period I am going to demonstrate with regards to receipt bank review
. And today, this can be a first image: