Algeco Exchange Offer Expires With Over 90% Support; Will Use English Scheme or an Alternative Restructuring Process to Implement PIK Exchange
BALTIMORE, MD--(Marketwired - Mar 22, 2017) -
This announcement is for informational purposes only, and is not intended to, and does not, constitute or form part of any offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for, any securities of the Algeco Group (as defined below). This announcement is not for distribution or release in or into any jurisdiction in which offers or sales would be prohibited by applicable law.
Algeco/Scotsman Holding S.à r.l. ("AS Holding" and together with its subsidiaries, the "Algeco Group"), the leading global business services provider of modular space, secure portable storage solutions and remote workforce accommodations, today announced that the exchange offer and consent solicitation process (the "PIK Exchange") commenced by Algeco Scotsman PIK S.A. ("AS PIKCo"), and certain of its affiliates (collectively with AS PIKCo, the "Offerors"), and previously announced on February 3, 2017 (re-issued on February 17, 2017) (the "February Announcement"), expired at 5:00 p.m., London time, on March 21, 2017 having previously been extended from March 6, 2017. At the expiration time, the Offerors had obtained the consents of holders representing over 90% in principal amount of the payment-in-kind loans (the "PIK Loans") made to AS PIKCo to the PIK Exchange.
As previously announced, on March 14, 2017, the Offerors will commence an English scheme of arrangement (or an alternative restructuring process) (a "Court Process") to implement the terms of the PIK Exchange such that it will be binding on 100% of the PIK loan lenders. The Offerors have agreed to a timeline with the majority PIK loan lenders for the implementation of the Court Process and it is expected that the Court Process will complete around June 19, 2017. PIK loan lenders shall receive no less consideration under a Court Process as they would have received had 100% of the PIK Loans participated in the PIK Exchange. Please see the February Announcement for a description of the consideration being offered to PIK loan lenders in the PIK Exchange. The Offerors have already received, as part of the PIK Exchange, irrevocable instructions from over 90% of the PIK loan lenders to vote in favor of an English scheme of arrangement to implement the PIK Exchange. At the conclusion of the PIK Exchange, the PIK Loans will be released.
If PIK loan lenders who did not tender their PIK Loans prior to the expiration time seek to tender their PIK Loans after the expiration time, the Offerors may, with the consent of the majority PIK loan lenders, accept such PIK Loans for exchange after the expiration time and effectuate the PIK Exchange without commencing a Court Process.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. In particular, this announcement is not an offer of securities for sale in the United States. The new securities to be issued in connection with the Exchange Offer have not been approved or recommended by any U.S. federal, state or foreign jurisdiction or regulatory authority. Furthermore, those authorities have not been requested to confirm the accuracy or adequacy of the Offering Memorandum. Any representation to the contrary is a criminal offence. The new securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state or foreign securities laws. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. Accordingly, the new securities will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the U.S. Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. Eligible holders of the PIK Loans should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.
The Offering Memorandum is only addressed to and only directed at persons in member states of the European Economic Area who are Qualified Investors (within the meaning of the Prospectus Directive). In addition, in the United Kingdom, the Offering Memorandum is being distributed only to and is directed only at Qualified Investors: (1) who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order "); or (2) who are high net worth entities falling within Article 49 of the Order, and other persons to whom it may otherwise lawfully be communicated under the Order (all such persons together referred to as "relevant persons "). Any investment or investment activity to which the Offering Memorandum relates is available only to: (i) in the United Kingdom, relevant persons and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons. In the case of any securities being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the securities acquired by it in such offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer of such securities to the public other than their offer or resale in a relevant member state to Qualified Investors as so defined. Neither the new securities nor the Offering Memorandum has been approved by an authorized person in the United Kingdom. The securities may not be offered or sold other than to persons whose ordinary activities involve these persons in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the securities would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the "FSMA") by us. In addition, no person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply to us.
Cautionary Notice Regarding Forward Looking Statements
This press release includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions, which reflect the Algeco Group's expectations regarding its future operational and financial performance. By their nature, the forward-looking events described in this press release may not be accurate or occur at all. Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date on which the statements were made. Although any forward-looking statements contained in this press release reflect management's current beliefs based upon information currently available to management and upon assumptions which management believes to be reasonable, actual results may differ materially from those stated in or implied by these forward-looking statements. A number of factors could cause actual results, performance or achievements to differ materially from the results expressed or implied in any forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on any forward-looking statements. Except as required by law, we undertakes no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About Algeco Scotsman
Algeco Scotsman is the leading global business services provider focused on modular space, secure portable storage solutions, and remote workforce accommodation management. Headquartered in Baltimore, Algeco Scotsman has operations in 25 countries with a modular fleet of approximately 275,000 units. The company operates as Williams Scotsman and Target Logistics in North America, Algeco in Europe, Elliott in the United Kingdom, Ausco in Australia, Portacom in New Zealand, and Algeco Chengdong in China.
Investor Relations Contact:
Vice President, Finance
Financial Advisor Contacts
PJT Partners (UK) Limited
Tel: +44 20 3650 1000
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