NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY PERSON RESIDENT AND/OR LOCATED IN ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS PROHIBITED BY APPLICABLE LAW
JAKARTAIndonesia , July 22, 2022 /PRNewswire/ — PT Indonesia Asahan Aluminum (Persero), a state-owned limited company established in Indonesia (there “Company“), announces the final results of its three concurrent, but separate, previously announced tender offers, on the terms and subject to the conditions set forth in the tender offer dated July 15, 2022 (there “Bid“) and Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery” and, with the offer to purchase, the “Offer documents“), and subject to the offer restrictions described in the offer to purchase, all or part of (i) the outstanding U.S. shares$1,250,000,000 5.710% Bonds due 2023 issued by the Company (the “Tickets 2023“); (ii) the outstanding amount of the United States$1,000,000,000 6.530% Bonds due 2028 issued by the Company (the “Tickets 2028“); and (iii) the outstanding amount of the United States$750,000,000 6.757% Bonds due 2048 issued by the Company (the “2048 Tickets“), in each case of each registered holder of tickets (each, a “Holder” and collectively, the “Holders“).
Capitalized terms used and not otherwise defined in this press release have the meaning given to them in the Tender Offer.
The Company’s obligation to make an offer with respect to a particular series of notes was conditioned upon the aggregate consideration of the purchase price for the offers (excluding applicable accrued interest), after taking into counts the banknotes of each series accepted for purchase with a higher priority of acceptance Level, not exceeding the United States$1.0 billion (there “Cash ceiling“), subject to the provisions set forth in the Offer to Purchase (the “Maximum purchase price condition“). The offers to purchase each series of Notes are referred to herein as the “Offers“and each, one”To offer.”
The Company hereby waives the Maximum Purchase Price Condition in order to accept the aggregate principal amount of the Obligations tendered to the Bids as set forth below.
** RESULTS **
Offers expired at 5:00 p.m., New York City It’s time July 21, 2022 (there “Expiration dateSince the Maximum Purchase Price Condition has been waived for each Bid, all Bonds validly tendered and not validly withdrawn under the Bids have been accepted upon purchase and will be paid by the Company Acceptance of Bonds validly delivered in accordance with guaranteed delivery procedures, remains subject to delivery valid no later than 5:00 p.m., New York City It’s time July 25, 2022 (there “Guaranteed delivery date“) of such Notes on the terms and subject to the conditions set forth in the Offer to Purchase.
According to information provided by Morrow Sodali Limited, the Information and Tendering Agent for the Tenders, the aggregate principal amounts of Notes validly tendered on or before the Expiry Time and not validly withdrawn are as follows:
Bond Series / ISIN (RegS;144A) / Previously Unpaid Principal Amount (at July 15, 2022) / Principal amount offered (1) / Principal amount outstanding (2) / Acceptance priority level / Purchase price consideration (3)
WE$750 million 2048 Notes / USY7140WAD03; US74445PAD42 / United States$750,000,000 / WE$393,968,000 / WE$356,032,000 / 1st priority / United States$941
WE$1 trillion Tickets 2028 / USY7140WAC20; US74445PAC68 / United States$1,000,000,000 / WE$401,540,000 / WE$598,460,000 / 2n/a priority / United States$1,032
WE$1,250 million Tickets 2023 / USY7140WAB47; US74445PAB85 / United States$674,233,000 / WE$363,294,000 / WE$310,939,000 / 3rd priority / United States$1,023
(1) The principal amounts of Notes set out in the table above include the following aggregate principal amounts of Notes which have been validly tendered in accordance with the Guaranteed Delivery Procedures, acceptance of which remains subject to valid delivery no later than on the Guaranteed Delivery Date of such notes, on the terms and subject to the conditions set forth in the offer to purchase: (i) United States$200,000 the total principal amount of the 2048 Bonds, (ii) the$933,000 aggregate principal amount of the 2028 Bonds and (iii) none of the 2023 Bonds.
(2) The principal amounts of Notes remaining outstanding after settlement on the Settlement Date set out in the table above assume that Notes tendered in accordance with the Guaranteed Delivery Procedures will be validly tendered on or before the Guaranteed Delivery Date and accepted upon purchase pursuant to the Offers.
(3) By United States$1,000 in principal of each series of Notes validly tendered on or before the Expiry Time or the Guaranteed Delivery Date in accordance with the Guaranteed Delivery Procedures, not validly withdrawn and accepted upon purchase.
** RULES **
All Bonds validly tendered and accepted for purchase by the Company will be settled on the Settlement Date, which should be on or about July 26, 2022, unless otherwise extended by the Company. On or about the settlement date, Noteholders who have been validly presented at the expiry time or before the guaranteed delivery date, as the case may be, and whose purchase has been accepted will receive the (x ) applicable purchase price plus (y) Accrued Interest. For the avoidance of doubt, interest will cease to accrue on the Settlement Date for all Obligations accepted in the Offers.
It is therefore confirmed that all Obligations tendered and accepted will be settled on the Settlement Date (and with relevant Accrued Interest paid up to (but excluding) the Settlement Date), provided that the conditions of the Offers have been satisfied or discontinued and subject to the right of the Company, in its sole discretion, to extend, reopen, modify, waive in whole or in part any condition of the Offers and/or to withdraw or terminate the Offers, subject to applicable law .
The Company will arrange for the cancellation of all Notes validly presented and accepted for purchase after purchase by the Company, and all Notes not validly presented will remain outstanding and bear interest in accordance with their respective terms.
** DEALER MANAGERS **
J.P. Morgan (Head_of_EMEA_DCMG@JP Morgan.com mailto:[email protected] / +852 2800 8019)
Mandiri Securities ([email protected] / +65 6589 3880)
** THE INFORMATION AND TENDER AGENT **
Morrow Sodali Limited (Email: [email protected] / Tender Offers Website: https://projects.morrowsodali.com/mindid / Telephone: + 852 2319 4130 at hong kong / +44 20 4513 6933 at London / +1 203 609 4910 en Stamford)
** DISCLAIMER **
This announcement should be read in conjunction with the Offer Documents. No offer or invitation to acquire or exchange Notes is made in connection with this announcement. This press release and the Offer Documents contain important information that should be read carefully before making any decision regarding the Offers. If a Holder is in any doubt as to what action to take, he should seek his own legal, tax and financial advice, including as to possible tax consequences, from his legal, accounting, financial and other advisers. Neither the Company nor the Dealer Managers nor the Information and Bidding Agent (or their respective directors, employees or affiliates) make any representation or recommendation of any kind with respect to the Offer Materials. offer or Offers, and neither the Company nor the Dealer Managers nor the Information and Depositary Agent (or their respective directors, employees or affiliates) makes any recommendation as to whether Holders should deposit Notes into the framework of offers. The Information and Submission Agent is the agent of the Company and has no obligation to any Holder.
This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Offers are made only pursuant to the offer to purchase. Noteholders are urged to read the Offer to Purchase carefully before making any decision regarding the Offers.
The serving of ads in some jurisdictions may be restricted by law. Persons in possession of this announcement are required by the Company, the dealers and the Information and Bidding Agent to inform themselves about and to observe these restrictions.
The Offers do not constitute an offer to the public or a private placement in Indonesia under the Capital Market Law No. 8 of 1995 (“Indonesian Capital Market Law”) and its implementing regulations and Regulation No. 30/POJK.04/2019 of the Capital Markets Authority. Financial Services (Otoritas Jasa Keuangan) on Private Placement of Debt Securities and/or Sukuk Issuance (“OJK Regulation No. 30”). This announcement and the offer to purchase may not be distributed in Indonesiato Indonesian citizens, wherever domiciled, or entities, or residents of Indonesia, in a manner that constitutes a public offering or private placement under the Indonesian Capital Markets Law and Regulation OJK No. 30.
NEITHER THIS ANNOUNCEMENT NOR THE OFFER TO PURCHASE NOR ANY RELATED DOCUMENTS HAVE BEEN FILED WITH UNITED STATES SECURITIES AND EXCHANGE COMMISSION, NO DOCUMENT HAS BEEN FILED OR REVIEWED BY ANY STATE SECURITIES COMMISSION OR COUNTRY REGULATORY AUTHORITY. NO AUTHORITY HAS ASSURED THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY RELATED DOCUMENTS, AND IT MAY BE ILLEGAL AND A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.
Deposits of Notes into Offers will not be accepted by Holders in any circumstances where such offer or solicitation is unlawful. In jurisdictions where securities or other laws require offers to be made by a licensed broker or dealer, any action in connection with the offers will be deemed to have been made on behalf of the Company by one or more brokers or dealers registered licensed under the laws of that jurisdiction.
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SOURCE PT Indonesia Asahan Aluminum (Persero)