Regulatory News:
Rallye (Paris:RAL) has launched today a global tender offer at a
fixed purchase price for its unsecured debt (including the bonds
and commercial paper) (the "Tender Offer").
Tender Offer
The purpose of the Tender Offer is to (i) provide holders of
unsecured debt with the opportunity of having all or part of their
claims repurchased at a fixed purchase price and to (ii) improve
Rallye’s debt profile, in the context of the implementation of its
safeguard plan approved on February 28, 2020 by the Paris
commercial court, as amended.
On October 26, 2021, the Paris commercial court has extended the
duration of the safeguard plan of Rallye approved on February 28,
2020 for two additional years and has consequently deferred the
payment dates under the safeguard plan which is now providing for
the repayment of its liabilities to be rescheduled between 2023 and
20321.
Rallye proposes to purchase unsecured claims at a price equal to
15% of the amount of the outstanding claim under each unsecured
debt instrument the relevant holder of unsecured debt is willing to
offer.
It is recalled that on January 22, 2021, Rallye launched a
global tender offer on its unsecured debt, as part of a modified
Dutch auction procedure (the "Previous Tender
Offer")2. On May 18, 2021, Rallye acquired a total amount of
unsecured debt of approximately EUR 195,4 million, for a total
purchase price of approximately EUR 39,1 million, reducing the
total amount of its debt by approximately EUR 156,3 million.
As a reminder, on December 31, 2021, the gross financial debt of
Rallye was as follows:
(in millions of euros)
December 31, 2021
Claims secured by pledges over Casino
shares
1,228
Unsecured claim
1,518
Claims secured by pledges overs shares of
Rallye subsidiaries other than Casino
137
Total – claims from safeguard
plans
2,883
Financings issued after the enforcement of
the safeguard plan
295
Total – gross financial debt
3,178
The Tender Offer, the maximum amount of which is 37 million
euros, starts today and will expire on April 5, 2022, at 5 p.m
(Paris time). Rallye will keep the markets informed of the results
of the Tender Offer, its outcome and its impact on the repayment
profile of Rallye.
Completion of the Tender Offer is, inter alia, subject to the
approval by the Paris Commercial Court of the amendment to the
Rallye’s safeguard plan in order to authorize the effective
completion of the Tender Offer. Rallye will seek such approval in
the days after announcing, subject to the results of the Tender
Offer.
To obtain a copy of the tender offer memorandum relating to the
Tender Offer or for any questions about the Tender Offer and the
procedures required to participate in it, holders of unsecured debt
(including bonds and commercial paper issued by Rallye) are invited
to contact Lucid Issuer Services Limited, in its capacity as tender
agent, at the contact details set out below:
Lucid Issuer Services Limited The Shard
32 London Bridge Street London SE9 1SG United Kingdom Attn: Thomas
Choquet and Arlind Bytyqi Telephone: +44 20 7704 0880 Email:
rallye@lucid-is.com Website: https://deals.lucid-is.com/rallye
Tender Offer Financing
The Tender Offer will be financed by the amount available under
the financing made available to Rallye for the purpose of the
Previous Tender Offer.
Presentation
An investor presentation describing the terms and conditions of
the Tender Offer is available on Rallye’s website.
This press release does not represent an invitation to
participate in the Tender Offer in any country in which, or to any
person to whom, it is prohibited to make such an invitation in
accordance with applicable laws and regulations. Offers to sell
made in connection with the Tender Offer by eligible investors will
not be accepted in all cases where such an offer or request would
be unlawful. Rallye makes no recommendation to eligible investors
as to whether or not they should take part in the Tender Offer.
Distribution of this document in some jurisdictions may be
restricted by law. Those in possession of this document are
required to obtain information themselves and to comply with all
legal and regulatory restrictions.
United States
The Tender Offer is not being made and will not be made,
directly or indirectly, in or into, or by use of the mails of, or
by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone, email and other forms of
electronic transmission) of interstate or foreign commerce of, or
any facility of a national securities exchange of, or to owners of
debt instruments who are located or resident in, the United States
or to any U.S. Persons as defined in Regulation S under the
Securities Act (each, a “U.S. Person”). The debt instruments
may not be tendered in the Tender Offer by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States or by, or by any
person acting for the account or benefit of, a U.S. Person.
Accordingly, copies of this press release and any other documents
or materials relating to the Tender Offer are not being, and must
not be, directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States, or
to U.S. Persons or to persons located or resident in the United
States. Any purported tender of debt instruments in the Tender
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of debt
instruments made by, or on behalf of, a U.S. Person or a person
located or resident in the United States or from any agent,
fiduciary or other intermediary acting on a non-discretionary basis
located in or acting for a principal located or resident in the
United States or a U.S. Person will not be acknowledged or
accepted. For the purposes of this paragraph, United States means
the United States of America, its territories and possessions, any
state of the United States of America and the District of
Columbia.
EEA and United Kingdom
This press release and the Tender Offer Memorandum are not a
prospectus within the meaning of the Regulation EU 2017/1129, as
amended or supplemented from time to time, and including underlying
legislation (the “Prospectus Regulation”), or the Prospectus
Regulation as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018 and has not been
approved, filed or reviewed by any regulatory authority of a Member
State of the EEA or of the United Kingdom.
1 See Rallye’s press releases dated March 2, 2020 and October
27, 2021. 2 See Rallye’s press release dated January 22, 2021.
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version on businesswire.com: https://www.businesswire.com/news/home/20220322006090/en/
Press contact: PLEAD Étienne Dubanchet +33 6 62 70 09 43
etienne.dubanchet@plead.fr
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