NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Reference is made to the announcement made by Jacktel AS (“Jacktel”, or the “Company”) on 11 November 2018 regarding the successful placement of a new senior secured callable bond issue of USD 150 million with maturity in December 2023, and expected settlement date on 4 December 2018. Jacktel intends to within short announce a tender offer (the “Tender Offer”) where the Company intends to offer to purchase bonds in the existing bond JACKT01 (ISIN: NO0010714561
) at a price of 101.40% of par plus accrued interest. The Tender Offer will be contingent upon a successful settlement of the new secured callable bond issue and the USD 100 million super senior bank facility to be provided by DNB Bank ASA. The settlement date for the Tender Offer is expected to be 4 December 2018.
For further information, please contact:
Bjørn Eie Henriksen, Executive Chairman Master Marine AS
Tel: +47 94 13 04 32
The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the Company to inform themselves about and to observe any such restrictions.
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 of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the “United States
”), and the Tender Offer will not be capable of acceptance by any such means, instrumentality or facility. This includes, but is not limited to, facsimile transmission, internet delivery, email, telex and telephones. The Tender Offer is not being made to any U.S. person (as such term is defined pursuant to Regulation S under the US Securities Act of 1933, as amended (the “Securities Act
”)). Accordingly, copies of this document and any other documents or materials related to the Tender Offer are not being, and must not be, directly or indirectly mailed, emailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States and may not be electronically accessed by U.S. persons or from the United States. Any purported acceptance of the Tender Offer or other offer or agreement to sell bonds in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported acceptance of the Tender Offer and any other offer and/or agreement to sell bonds that is post-marked in or otherwise dispatched from, evidences the use of any means or instrumentality of interstate or foreign commerce of the United States or is made by, or by any person acting for the account or benefit of, a person appearing or otherwise believed by the Company to be located or resident in the United States, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of bonds participating in the Tender Offer will represent that it is not located in or resident in the United States and is not participating in such Tender Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Tender Offer from the United States.
The communication of this document by the Company and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA
”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Issuer or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO
”), (2) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the FPO; (3) persons who fall within Article 49 of the FPO (“high net worth companies, unincorporated associations etc.”); or (4) any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this document relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offer will solely be made by the Company pursuant to a subsequent tender offer document that will be distributed to bondholders.