Regulatory News:
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE “OFFER AND
DISTRIBUTION RESTRICTIONS” BELOW).
Lafarge S.A. (“Lafarge”) announced today the results of its
offer to purchase (the “Offer”) any and all of the outstanding
notes listed in the table below (collectively, the “Notes”) as
further described in the Offer to Purchase, dated June 12, 2019
(the “Offer to Purchase”). Capitalized terms used in this
announcement but not defined have the meaning given to them in the
Offer to Purchase.
The Offer expired at 5.00 p.m. (Eastern time) on June 19,
2019.
According to information provided by the Tender Agent,
US$76,912,000 aggregate principal amount of the Notes were validly
tendered at or prior to the Expiration Date and not validly
withdrawn. This amount includes US$500,000 aggregate principal
amount of Notes to be tendered pursuant to the Guaranteed Delivery
Procedures described in the Offer to Purchase, which remain subject
to Holders’ performance of the delivery requirements under such
procedures. All such Notes have been accepted for purchase. The
Settlement Date for the Offer is expected to be June 24, 2019.
Where to Obtain Information
For additional information regarding the terms of the Offer,
please contact the Dealer Managers at Mizuho Securities USA LLC at
+1 (866) 271 7403 (U.S. toll free) or +1 (212) 205 7736 (U.S.
collect) or +44 (0)207 090 6134 (U.K.), Morgan Stanley & Co LLC
at +1 (800) 624 1808 (U.S. toll free) or + 1 212 761 1057 (U.S.
collect) or +44 (0)207 677 5040 (U.K.) and Santander Investment
Securities INC. at +1 (855) 404 3636 (U.S. toll free) or +1 (212)
940 1442 (U.S. collect). Requests for documents and questions
regarding the tendering of Notes may be directed to the Tender
Agent, D.F. King & Co., Inc at +1 (800) 829 6554 (U.S. toll
free) or +1 (212) 269 5550 (U.S. collect) or
lafarge@dfking.com.
Disclaimer
This announcement must be read in conjunction with the Offer to
Purchase. Neither this announcement nor the Offer to Purchase
constitutes 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. This announcement
and the Offer to Purchase contain important information which
should be read carefully before any decision is made with respect
to the Offer. If any Holder is in any doubt as to the contents of
the Offer to Purchase or the action it should take, it is
recommended to seek its own financial advice, including in respect
of any tax consequences, from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to tender such Notes pursuant
to the Offer. None of Lafarge, the Dealer Managers or the Tender
Agent or any of their respective directors, employees or affiliates
makes any recommendation whether Holders should tender Notes
pursuant to the Offer.
Offer and Distribution Restrictions
The distribution of this announcement and/or the Offer to
Purchase in certain jurisdictions may be restricted by law. Persons
into whose possession this announcement and/or the Offer to
Purchase come(s) are required by Lafarge, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions. Neither this announcement nor the Offer to
Purchase constitutes an offer to buy or the solicitation of an
offer to sell Notes (and tenders of Notes in the Offer will not be
accepted from Holders) in any circumstances in which such offer or
solicitation or acceptance is unlawful. In those jurisdictions
where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer and any Dealer Manager or
any of the Dealer Managers' respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall
be deemed to be made by such Dealer Manager or affiliate, as the
case may be, on behalf of Lafarge in such jurisdiction.
Italy
None of the Offer, this announcement, the Offer to Purchase or
any other document 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. Each Offer is 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. Holders or
beneficial owners of the Notes that are located in Italy can tender
Notes for purchase in the Offer through authorized persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 20307 of 15
February 2018, as amended from time to time, and Legislative Decree
No. 385 of 1 September 1993, as amended) and 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, the Offer or this announcement.
United Kingdom
The communication of this announcement and the Offer to Purchase
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 authorized person for the purposes of section 21 of
the Financial Services and Markets Act 2000. 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. The
communication of such documents and/or materials as a financial
promotion is only being made to those persons in 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 “Financial Promotion
Order”)) or persons who are within Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France (“France”). Neither this
announcement, the Offer to Purchase nor any other document or
material relating to the Offer has been or shall 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), acting for their own account, with the
exception of individuals, within the meaning ascribed to them in,
and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of
the French Code monétaire et financier, and applicable regulations
thereunder, are eligible to participate in the Offer. Neither this
announcement nor the Offer to Purchase has been or will be
submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
Belgium
None of this announcement, the Offer to Purchase nor any other
documents or materials relating to the Offer have been submitted to
or will be submitted for approval or recognition to the Belgian
Financial Services and Markets Authority (Autoriteit voor
financiële diensten en markten / Autorité des services et marchés
financiers) and, accordingly, the Offer may not 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 (as amended or
replaced from time to time) or, until 21 July 2019, as defined in
Article 3 of the Belgian Law of 16 June 2006 on the public offer of
placement instruments and the admission to trading of placement
instruments on regulated markets (as amended or replaced from time
to time, the “Belgian Prospectus Law”). As from 21 July 2019, the
Offer may not be made in Belgium in a way that would be
characterized as or result in an offering to the public other than
in compliance with, and in circumstances that do not require the
publication of a prospectus pursuant to Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 on
the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing
Directive 2003/71/EC and the Belgian Law of 11 July 2018, on the
offering of investment instruments to the public and the admission
of investment instruments to trading on a regulated market, in each
case as amended or replaced from time to time.
Accordingly, the Offer may not be advertised and the Offer will
not be extended and none of this announcement, the Offer to
Purchase or any other documents or materials relating to the Offer
(including any memorandum, information circular, brochure or any
similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other
than "qualified investors" in the sense of Article 10 of the
Belgian Prospectus Law or, as from 21 July 2019, Article 2, (e) of
the Prospectus Regulation, acting on their own account and provided
that they do not qualify as a consumer within the meaning of
Article I.1 of the Belgian Code of Economic Law (as amended or
replaced from time to time). Insofar as Belgium is concerned, this
announcement and the Offer to Purchase have been issued only for
the personal use of the above qualified investors and exclusively
for the purpose of the Offer. Accordingly, the information
contained in this announcement and the Offer to Purchase may not be
used for any other purpose or disclosed to any other person in
Belgium.
Switzerland
None of this announcement, the Offer to Purchase or any other
offering or marketing material relating to the Notes constitutes a
prospectus as such term is understood pursuant to article 652a or
article 1156 of the Swiss Federal Code of Obligations or a listing
prospectus within the meaning of the listing rules of the SIX Swiss
Exchange. When in doubt, investors based in Switzerland are
recommended to contact their legal, financial or tax adviser with
respect to this announcement and/or the Offer.
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version on businesswire.com: https://www.businesswire.com/news/home/20190619005866/en/
LafargeHolcim Ltd