PTT Exploration and Production Public Company Limited Announces Tender Offer

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PTT Exploration and Production Public Company Limited Announces Tender Offer

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND OTHER INFORMATION REFERRED TO HEREIN MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT OR SUCH OTHER INFORMATION COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION.

This announcement is for information purposes only and is not an offer to sell or the solicitation of an offer to acquire, purchase or subscribe for securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.

PR Newswire

LONDON, Nov. 15, 2019 /PRNewswire/ -- On November 15, 2019, PTT Exploration and Production Public Company Limited (the "Company") announced an invitation to the holders of the U.S.$500,000,000 Subordinated Perpetual Capital Securities issued by PTTEP Treasury Center Company Limited and fully and unconditionally guaranteed on a subordinated basis by the Company (CUSIP, ISIN and Common Code: Y7150M AA5/USY7150MAA54/164939448 (Regulation S) and 69371M AA5/US69371MAA53/164978508 (Rule 144A)) (the "Existing Securities") to offer to tender any and all such Existing Securities for purchase by the Company for cash, subject to the offer restrictions referred to in "Offer and Distribution Restrictions", and upon the terms and subject to the conditions set forth in the tender offer memorandum (the "Tender Offer Memorandum"). As at the date hereof, the outstanding principal amount of the Existing Securities is U.S.$500,000,000. The invitation to tender the Existing Securities for purchase is referred to herein as the "Tender Offer". Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

Summary of the Tender Offer

Title of Security


ISIN/Common Code


Outstanding Principal Amount  at the date of the Tender Offer Memorandum


Tender Consideration - Base Price


Tender Consideration - Revised Price


Amount Subject to Offer

Subordinated Perpetual Capital Securities


USY7150MAA54/164939448 (Regulation S) US69371MAA53/164978508  (Rule 144A)


U.S.$500,000,000


U.S.$1,041.25
per U.S.$1,000
in principal
amount of the
Existing
Securities for
Existing
Securities
validly tendered
and accepted for
purchase


U.S.$1,046.25
per U.S.$1,000
in principal amount
of the Existing
Securities in the
event 80 per cent.
or more of the
outstanding
principal amount
of the Existing
Securities is
validly tendered
and accepted for
purchase


Any and all












Rationale for the Tender Offer

The rationale for the Tender Offer is for the Company to is optimize financing costs and actively manage the Company's maturity profile. The Company or any of its subsidiaries may at its sole discretion undertake other activities for this purpose in the future in relation to other series of notes issued by the Company and/or its subsidiaries that remain outstanding. 

Indicative Timetable

The times and dates below are indicative only.

Events

Times and Dates




(All times are New York time unless
otherwise stated)



Commencement Date of the Tender Offer

November 15, 2019



Expiration Deadline and Withdrawal Deadline

11:59 a.m. (Hong Kong time) on
November 26, 2019, unless extended,
terminated or withdrawn1



Final Results Announcement

As soon as reasonably practicable
following the Expiration Deadline



Guaranteed Delivery Date

5:00 p.m. (New York City time)

on November 27, 2019, unless

the Expiration Deadline of the

Tender Offer is extended, in

which case it will be the second

business day after the extended

Expiration Deadline of the

Tender Offer



Tender Offer Settlement Date

A date promptly following (but within
three Business Days following) the
Expiration Deadline and is expected to
be on or about November 29, 2019,
unless the Expiration Deadline is
extended

New Issue Priority

PTTEP Treasury Center Company Limited (the "Treasury Center"), a subsidiary of the Company, is also making an offering of U.S. dollar denominated long-dated fixed rate senior notes fully and unconditionally guaranteed by the Company (the "New Notes" and such offer the "New Offering").

The New Offering will be marketed and priced in accordance with customary bookbuilding procedures. The Company will consider among other factors whether the relevant investor seeking an allocation of New Notes has, prior to pricing and allocation of the New Notes, validly tendered, or indicated a firm intention to tender, Existing Securities pursuant to the Tender Offer, with an intention to give preference to such eligible investors. Any such preference will be subject to the sole and absolute discretion of the Company and be applicable up to the aggregate principal amount of the Existing Securities tendered.

Holders that wish to tender their Existing Securities and subscribe for the New Notes must submit one instruction per beneficial owner. Holders that wish to tender their Existing Securities and not subscribe for the New Notes must also submit one instruction per beneficial owner.

Further Information

Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Tender Offer. Copies of the Tender Offer Memorandum are available, subject to offer and distribution restrictions, on the Tender Offer Website: https://sites.dfkingltd.com/pttep 

Requests for information in relation to the Tender Offer should be directed to:

Citigroup Global Markets Inc.

390 Greenwich St, 1st Floor

New York, NY 10013

United States of America

Telephone: +1 212 723 6106 (New

York)

+44 20 7986 8969 (London)

+852 2501 2552 (Hong Kong)

E-mail:

[email protected]

Attention: Debt Syndicate Desk

The Hongkong and Shanghai Banking

Corporation Limited

Level 17, HSBC Main Building

1 Queen's Road Central

Hong Kong

Telephone: +1 212 525 5552 (New York)

+44 20 7992 6237 (London)

+852 2822 4100 (Hong Kong)

E-mail:

[email protected] 

Attention: Liability Management Group

 


Merrill Lynch (Singapore) Pte. Ltd.

50 Collyer Quay

#14-01 OUE Bayfront

Singapore 049321

Telephone: +1 888 292 0070 (U.S. Toll-Free)

+44 20 7996 5420 (London)

+65 6678 0000 (Singapore)

E-mail: [email protected]

Attention: Debt Capital Markets / Liability Management

Société Générale

29, boulevard Haussmann

75009 Paris

France

Telephone: +65 63 26 70 34 (Singapore)

+33 1 42 13 32 40 (Paris)

+1 855 881 2108  (U.S. Toll-Free)

Email: [email protected]   

Attention: Liability Management




Requests for information in relation to the procedures for tendering Existing Securities and participating in the Tender Offer and the submission of an electronic instruction or submission should be directed to the Information and Tender Agent:

D.F. King Limited

In Hong Kong:

In London:

Suite 1601, 16/F, Central Tower

28 Queen's Road Central

Central, Hong Kong

Telephone: +852 3953 7230

65 Gresham Street

London EC2V 7NQ

United Kingdom

By Telephone: (+44) 20 7920 9700


In New York:



48 Wall Street – 22nd floor,

New York,

New York 10005

United States

Banks and Brokers call: +1 212 269 5550

All others call Toll-Free: +1 800 488 8075

By Facsimile Transmission (for Eligible
Institutions only): +1 212 709 3328

For Confirmation: +1 212 269 5552

Attention: Andrew Beck


Email: [email protected]

Tender Offer Website: https://sites.dfkingltd.com/pttep

 





1

The Expiration Deadline may be extended in certain circumstances, including a change in price, and any such extension will be for at least five Business Days pursuant to and in compliance with U.S. securities laws.

 

Cision View original content:http://www.prnewswire.com/news-releases/ptt-exploration-and-production-public-company-limited-announces-tender-offer-300959103.html

SOURCE PTT Exploration and Production Public Company Limited

Copyright CNW Group 2019

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