TIDM56YZ
RNS Number : 5691H
Swedish Match AB
28 July 2023
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTEMPLATE AN OFFER
OF, AN OFFER TO PURCHASE, OR THE SOLICITATION OF AN OFFER TO SELL,
SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE
NOTES (AS DEFINED BELOW), AND THE GUARANTEE THEREOF, HAVE NOT BEEN,
AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND THE NOTES, AND THE GUARANTEE THEREOF, MAY NOT BE
OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
(AS DEFINED IN REGULATION S OF THE SECURITIES ACT) EXCEPT PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE OR LOCAL SECURITIES LAWS.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED).
28 July 2023
Announcement of the result of the consent solicitation
by
Swedish Match AB (publ)
to the Noteholders
with respect to the following Notes issued by Swedish Match AB
(publ)
Registered office: 118 85 Stockholm, Sweden
(the "Issuer")
Description of Notes Aggregate Nominal ISIN/Common Code
Amount Outstanding
USD 50,000,000 4.00 per cent. USD 50,000,000 XS0939505003 / 093950500
Fixed Rate Notes due 31 May
2028 (the "Series 34 Notes")
SEK 250,000,000 Floating SEK 250,000,000 XS1400621030 / 140062103
Rate Notes due October 2023
(the "Series 39 Notes")
EUR 300,000,000 0.875 per EUR 300,000,000 XS1493333717 / 149333371
cent. Fixed Rate Notes due
23 September 2024 (the "Series
40 Notes")
EUR 300,000,000 1.20 per EUR 300,000,000 XS1715328768 / 171532876
cent. Fixed Rate Notes due
10 November 2025 (the "Series
42 Notes")
SEK 1,000,000,000 2.71 per SEK 1,000,000,000 XS1940966317 / 194096631
cent. Fixed Rate Notes due
28 January 2026 (the "Series
48 Notes")
EUR 300,000,000 0.875 per EUR 300,000,000 XS2125123039 / 212512303
cent. Fixed Rate Notes due
26 February 2027 (the "Series
49 Notes")
SEK 1,200,000,000 1.395 per SEK 1,200,000,000 XS2306815114 / 230681511
cent. Fixed Rate Notes due
24 February 2026 (the "Series
50 Notes")
SEK 300,000,000 2.19 per SEK 300,000,000 XS2329603539 / 232960353
cent. Fixed Rate Notes due
12 April 2029 (the "Series
51 Notes")
(each a "Series" and, together, the "Notes")
On 15 June 2023, the Issuer announced an invitation (the
"Consent Solicitation") to Eligible Noteholders to consent, by way
of Extraordinary Resolution at a meeting of the holders of the
Notes, to modify certain terms of the Agency Agreements and the
Conditions in respect of each Series as more fully described in the
notice delivered to the relevant clearing systems on 15 June 2023
(the "Notice of Meeting").
At the meeting of the holders of the Notes (the "Meeting")
convened by the Notice of Meeting and held on 28 July 2023, the
Extraordinary Resolution set out in the Notice of Meeting was duly
passed. The other Effectiveness Conditions have also been
satisfied. Accordingly, the Supplemental Agency Agreement, the
Amended and Restated Final Terms for each Series and the PMI
Guarantee referred to in the Extraordinary Resolution in the Notice
of Meeting have been executed, and the amendments referred to in
the Extraordinary Resolution in the Notice of Meeting (including,
without limitation, the granting of a guarantee by Philip Morris
International Inc. in respect of the Issuer's payment obligations
under the Notes) have been implemented with effect on and from, 28
July 2023.
Capitalised terms used in this announcement have the meanings
ascribed to them in the Notice of Meeting.
The solicitation agent ("Solicitation Agent") for the Consent
Solicitation is:
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 8011
Attention: Liability Management Group
The information and tabulation agent ("Information and
Tabulation Agent") with respect to the Consent Solicitation is:
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London, SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
E-mail: swedishmatch@is.kroll.com
Attention: Owen Morris
Consent Website: https://deals.is.kroll.com/swedishmatch
A complete description of the terms and conditions of the
Consent Solicitation is set out in the consent solicitation
memorandum dated 15 June 2023 (the "Consent Solicitation
Memorandum").
Eligible Noteholders who delivered a valid Consent Instruction
in favour of the Extraordinary Resolution that was received by the
Information and Tabulation Agent at or prior to 4.00 p.m. (London
time) on 10 July 2023 in accordance with the terms of the Consent
Solicitation, who have not validly withdrawn or revoked their
Consent Instruction and who did not attend the Meeting (other than
via one or more representatives of the Information and Tabulation
Agent as such Eligible Noteholder's proxy in accordance with the
terms of the Consent Solicitation) will be entitled to receive the
Consent Fee and its payment is expected to be made no later than 4
August 2023.
Ineligible Noteholders who delivered a valid Ineligible
Noteholder Instruction that was received by the Information and
Tabulation Agent at or prior to 4.00 p.m. (London Time) on 10 July
2023, who have not subsequently validly withdrawn or revoked their
Ineligible Noteholder Instruction in accordance with the terms set
out in the Notice of Meeting and who did not attend the Meeting
will be entitled to receive the Ineligible Noteholder Payment and
its payment is expected to be made no later than 4 August 2023.
This announcement is made by Swedish Match AB (publ) and
contains information that may have qualified as inside information
for the purposes of Article 7(1) of the Market Abuse Regulation
(EU) 596/2014 as it forms part of UK domestic law by virtue of the
EUWA ("UK MAR"). For the purposes of UK MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055 as it forms part
of UK domestic law by virtue of the EUWA (as amended from time to
time), this announcement is made by Anders Larsson, Chief Financial
Officer of the Issuer.
LEI of Swedish Match AB (publ): 529900YVXCGNWAUYZG78
MiFID II professionals/ECPs only and UK MiFIR professionals/ECPs
only - Manufacturer target market (MiFID II product governance and
UK MiFIR product governance) is eligible counterparties and
professional clients only (all distribution channels).
DISCLAIMER
The distribution of this announcement and/or the Consent
Solicitation Memorandum in certain jurisdictions may be restricted
by law, and persons into whose possession this announcement and/or
the Consent Solicitation Memorandum comes are required to inform
themselves about, and to observe, any such restrictions. Nothing in
this announcement constitutes or contemplates an offer to buy or
the solicitation of an offer to sell securities in the United
States or in any other jurisdiction.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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contained in this communication, and to share such analysis on an
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Policy.
END
MSCPPUBWMUPWUBR
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July 28, 2023 05:40 ET (09:40 GMT)
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