The Singapore Exchange Securities Trading Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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.
NEW YORK, June 15, 2020 /PRNewswire/ -- Reference is made to the Company's announcement dated June 8, 2020 (the "June 8 Announcement") in relation to the Tender Offer made by the Company in respect of the Notes. Unless otherwise defined herein, all capitalized terms used in this announcement shall have the meanings given to them in the June 8, Announcement.
The Company wishes to notify the holders of the Notes that the Tender Offer has been extended and the Expiration Deadline for the Tender Offer will now be 5:00 p.m. (New York time) on June 19, 2020 (the "New Expiration Deadline"), unless further extended or earlier terminated. This is also the deadline for Noteholders who have tendered Notes in the Tender Offer to be able to validly withdraw such Notes. For the avoidance of doubt, the delivery date for tenders made via notice of guaranteed delivery has been extended to 5:00 p.m., New York time on June 23, 2020 (the second Business Day after the New Expiration Deadline), and the expected Settlement Date is currently expected to be on June 24, 2020 (the third Business Day following the New Expiration Deadline).
The Company wishes to confirm and announce that the Financing Condition has been satisfied. All other terms and conditions applicable to the Tender Offer as described in the Tender Offer Memorandum remain unchanged.
Noteholders who have already tendered their Notes and do not wish to withdraw them do not have to retender their Notes or take any other action as a result of the extension of the expiration applicable to the Tender Offer.
J.P. Morgan Securities plc
25 Bank Street
London E14 5JP
In Hong Kong: +852 2800 8220
In London: +44 20 7742 5940
In the U.S.: +1 (212) 834 4533
Attention: Asia Syndicate Desk
Merrill Lynch (Singapore) Pte. Ltd.
50 Collyer Quay, #14-01
Tel.: +44 207 996 5420
Attention: DCM Liability Management
MUFG Securities EMEA plc
25 Ropemaker Street
London EC2Y 9AJ
Telephone: +44 207 577 4145 (London)
+65 6232 7631 (Singapore)
Attention: Liability Management Group
INFORMATION AND TENDER AGENT
D.F. King Limited
65 Gresham Street
London EC2V 7NQ
Telephone: +44 20 7920 9700
In Hong Kong:
Suite 1601, 16/F, Central Tower
28 Queen's Road Central
Telephone: +852 3953 7208
In New York
48 Wall Street
New York, NY 10005
Banks and Brokers call collect: (212) 269-5550
All Others Call Toll-Free - (800) 515-4479
By Facsimile Transmission
(for Eligible Institutions Only)
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal 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 Tender Offer. None of the Company, the Dealer Managers or the Information and Tender Agent or any of their respective directors, employees or affiliates has made or will make any assessment of the merits and risks of the Tender Offer or of the impact of the Tender Offer on the interests of Noteholders either as a class or individuals, and none of them makes any recommendation whether Noteholders should tender Notes pursuant to the Tender Offer. None of the Company, the Dealer Managers or the Information and Tender Agent (or any of their respective directors, officers, employees, agents, advisers or affiliates) is providing Noteholders with any legal, business, tax, financial, investment, accounting or other advice in this announcement and/or the Tender Offer Memorandum and/or in connection with the Tender Offer. Noteholders should consult with their own advisers as they consider appropriate to assist them in taking decisions with respect to the Tender Offer, including to determine whether they are legally permitted to tender Notes pursuant to the Tender Offer.
Nothing in this announcement constitutes an offer to buy or a solicitation of an offer to sell securities, in any jurisdiction in which such offer or solicitation would be unlawful. The Notes which are the subject of the Tender Offer have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of the United States or any State thereof or the applicable laws of any other jurisdiction.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. All documentation relating to the Tender Offer, together with any updates, is available via the Tender Offer Website: https://sites.dfkingltd.com/upl.
NEITHER THIS ANNOUNCEMENT, THE TENDER OFFER MEMORANDUM NOR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER OR ANY RELATED DOCUMENTS, AND IT MAY BE UNLAWFUL AND A CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE CONTRARY.
Tenders of the Notes in the Tender Offer will not be accepted from Holders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Tender Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Tender Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.
By Order of the Board
Mr. Uttam Danayah
Director, UPL Corporation Limited
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SOURCE UPL Corporation Limited