NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES.
22 August 2017. Global Switch Property (Australia) Pty Limited (ABN 97 094 051 779) (Issuer) announces today an invitation to holders of its outstanding A$100,000,000 6.25% Fixed Rate Notes due 23 December 2020 (Existing Notes) to offer to sell for cash all or some of their holdings of the Existing Notes (the Offer).
The Offer is being made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 22 August 2017 prepared by the Issuer, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Commonwealth Bank of Australia and Deutsche Bank AG, Sydney Branch will be acting as Dealer Managers in relation to the Offer. Commonwealth Bank of Australia will be acting as Tender Manager in relation to the Offer.
Copies of the Tender Offer Memorandum (subject to distribution restrictions) will be distributed to Holders of the Existing Notes and are available upon request from Commonwealth Bank of Australia at email@example.com. Capitalised terms used, but not defined, in this announcement have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offer
|Description of the Notes||Maturity Date||ISIN||Aggregate principal amount outstanding||Reference Benchmark||Fixed Spread|
|6.25% Fixed Rate Notes||23 December 2020||AU3CB0217347||A$100,000,000||SQ COUPON MATCHED||+100bps|
Reasons for the Offer
The Offer is being made as part of the Issuer's liability management and to decrease its overall level of indebtedness.
Holders are invited to offer to sell some or all of their holdings of the Existing Notes at the price as described in the Tender Offer Memorandum.
If a Holder’s Existing Notes are accepted for purchase by the Issuer pursuant to the Offer, the price that the Issuer will pay (the Tender Consideration) will be determined in the manner set out in the Tender Offer Memorandum. See the Tender Offer Memorandum for further details.
Participating in the Offer
In order to participate in the Offer, Holders must validly tender their Existing Notes by delivering, or arranging to have delivered on their behalf, a valid “Confirmation of Acceptance” and a “Settlement Instruction” to the Tender Manager by 12.00 noon (Sydney time) on Tuesday, 5 September, 2017 (the Closing Time), at the following email address:
A Confirmation of Acceptance or a Settlement Instruction once given, will be irrevocable, except in the limited circumstances as described in the Tender Offer Memorandum.
ALL Confirmation of Acceptance and Settlement Instructions MUST BE DELIVERED TO THE ABOVE EMAIL ADDRESS AND THE EMAIL MUST STATE “GLOBAL SWITCH TENDER MANAGER” IN ITS SUBJECT LINE.
Set out below is an indicative timetable showing one possible outcome for the timing of the Offer, which will depend, among other things, on timely receipt (and non-revocation) of instructions, the rights of the Issuer (where applicable) to extend, re-open, waive any condition of, amend, withdraw and/or terminate any Offer as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ from the timetable below.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Existing Notes when such intermediary would need to receive instructions from a Holder in order for such Holder to participate in, or (in the limited circumstances in which revocation is permitted) validly to revoke their instruction to participate in, the Offer by the deadlines specified below. The deadlines set by any such intermediary and the Austraclear System for the submission and (where permitted) revocation of Offer may be earlier than the relevant deadlines below.
All completed Confirmations of Acceptance and Settlement Instructions must be sent via email to firstname.lastname@example.org and the email must state “Global Switch Tender Manager” in its subject line.
|Times and Dates (All times are Sydney time)||Event|
|Tuesday, 22 August 2017 (Launch Date)||Commencement of Offer|
|Notice delivered to the Dealer Managers and Tender Manager/Austraclear for communication to Holders|
|Tender Offer Memorandum available from the Tender Manager|
|12.00 noon on Tuesday, 5 September 2017 (Closing Time)||Offer expires|
|Deadline for receipt by the Tender Manager of validly completed Confirmations of Acceptance and Settlement Instructions from Holders|
|Confirmations of Acceptance and Settlement Instructions from Holders must be submitted to email@example.com|
|5.00 pm on Tuesday, 5 September 2017 (Match Time)||Match Time|
|Holders or Nominees submit Relevant Existing Notes (as defined in the Tender Offer Memorandum) to the Austraclear System in a matched status|
|From 11.00 am on Wednesday, 6 September 2017||Pricing Date|
|Distribution of results of announcement to Bloomberg and to Austraclear for communication to Holders|
|Friday, 8 September 2017 (Settlement Date)||Settlement|
|Expected Settlement Date for the Offer including payment of the Tender Consideration (as defined in the Tender Offer Memorandum)|
Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offer.
Questions and requests for assistance in connection with the Offer or the delivery of the Confirmation of Acceptance and Settlement Instruction may be directed to the Tender Manager, at the following email address:
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 Offer. Each Holder should seek its own advice, including as to any financial, legal, tax, accounting or other consequences, from its broker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser with respect to any action it should take with respect to the Offer including, without limitation, their participation or non-participation in the Offer. Any individual, company or other person whose Existing Notes are held on its behalf by a Nominee must contact its Nominee if it wishes to tender such Existing Notes in the Offer.
No dealer, salesperson or other person has been authorised to give any information, or to make any representation, in connection with the Offer other than as contained in or consistent with this Tender Offer Memorandum and, if given or made, such information or representation shall not be relied upon as having been authorised by the Issuer.
Offer and Distribution Restrictions
The Issuer is making the Offer only in those jurisdictions where it is lawful to do so. This announcement and the Tender Offer Memorandum do not constitute and may not be used as an offer or invitation to purchase securities in any place where, or to any person to whom, it would not be lawful to make the offer or invitation.
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia (“Corporations Act”)) in relation to the Offer has been or will be lodged with the Australian Securities and Investments Commission ("ASIC") or any other regulatory authority in Australia and the Tender Offer Memorandum does not comply with Division 5A of Part 7.9 of the Corporations Act. In addition:
(a) no offers or applications will be made or invited for the purchase of any Existing Notes (including an offer or invitation which is received by a person in Australia); and
(b) the Tender Offer Memorandum or any other offering material or advertisement relating to any Existing Notes will not be distributed or published in Australia,
unless (i) the offer or invitation does not require disclosure to investors in accordance with Part 6D.2 or Chapter 7 of the Corporations Act; (ii) such action complies with all applicable laws and regulations; (iii) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia; and (iv) the offer or invitation is made in circumstances specified in Corporations Regulation 7.9.97.
You have been sent this Tender Offer Memorandum on the basis that, amongst other matters, if you are a resident of Australia, you are a wholesale client for the purposes of Section 761G of the Corporations Act or otherwise a person to whom disclosure is not required under Part 6D.2 or Chapter 7 of the Corporations Act.
The Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of, a national securities exchange of, the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933 (“Securities Act”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the 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 and any offer of Existing Notes cannot be by any such use, means, instruments or facilities or from within the United States or by U.S. persons. Any purported purchase of Existing Notes resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported purchase of Existing Notes from a U.S. person, a resident of the United States or from the United States or from any agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person will be invalid and will not be accepted.
The Tender Offer Memorandum is not an offer of securities for sale in the United States or to U.S. persons. The Existing Notes have not been registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The purpose of the Tender Offer Memorandum is limited to the Offer contained herein, and the Tender Offer Memorandum may not be sent or given to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.
Each Holder participating in the Offer will represent that it is participating in the Offer in accordance with Regulation S under the Securities Act and that it is not participating in the Offer from the United States nor is it a U.S. person or an agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person.
This announcement, the distribution and use of the Tender Offer Memorandum, the making or accepting of the Offer and the purchase or sale of Existing Notes in accordance with the Offer may be restricted by law in certain jurisdictions and Holders should inform themselves about, and observe, any such restrictions. In particular, no action has been taken by any of the Issuer, the Dealer Managers or the Tender Manager which would permit an offer or invitation to purchase or sell Existing Notes or distribution of this Tender Offer Memorandum, in any jurisdiction where action for that purpose is required.
Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell securities in any circumstances in which such offer or solicitation 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 the relevant Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the relevant Dealer Manager or such affiliate, as the case may be, in such jurisdiction.
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