JAKARTA, Indonesia, May 18, 2023 /PRNewswire/ — PT Perusahaan Gas Negara Tbk (the “Company”) today announced that it has commenced a tender offer to purchase for cash (“Tender Offer”) any and all of its outstanding 5.125% Senior Notes due 2024 (“Notes”). The Tender Offer is being made pursuant to a Tender Offer Memorandum, dated May 18, 2023 (“Tender Offer Memorandum”) which is available on the tender website (“Tender Website”) at https://deals.is.kroll.com/pgn.
Capitalized terms used but not defined herein have the meanings assigned to them in the Tender Offer Memorandum.
The Company has announced the Tender Offer as part of its plan to proactively manage the Company’s upcoming debt maturities. The Company intends to use the proceeds from certain external commercial loans from banks, together with cash on hand, to fund the aggregate Tender Offer Consideration and the Accrued Interest Payment for Notes accepted for tender.
Summary of the Tender Offer
Title: 5.125% Senior Notes due 2024
CUSIP / ISIN: Y7136Y AA 8 / USY7136YAA83 (Regulation S); 69367P AA 4 / US69367PAA49 (Rule 144A)
Outstanding Principal Amount: US$950,000,000
Tender Offer Consideration: US$1,006 per US$1,000, plus accrued and unpaid interest
Amount subject to the Tender Offer: Any and all
The Tender Offer will expire at 5:00 p.m., New York time, on May 25, 2023, unless extended or earlier terminated as described in the Tender Offer Memorandum (such time and date, as they may be extended, the “Expiration Time”).
Holders of Notes who validly tender (and do not validly withdraw) their Notes at or prior to the Expiration Time, or who deliver to the Information and Tender Agent a properly completed and duly executed Notice of Guaranteed Delivery (and deliver the Notes for which such Notice of Guaranteed Delivery is made no later than 5:00 p.m., New York time, on May 30, 2023) in accordance with the instructions in the Tender Offer Memorandum, will receive in cash, for Notes accepted for purchase by the Company, a Tender Offer Consideration of US$1,006 per US$1,000 principal amount of the Notes. In addition to the Tender Offer Consideration, Holders whose Notes have been accepted for purchase pursuant to the Tender Offer will be paid accrued and unpaid interest, if any, in cash in respect of any Notes purchased in the Tender Offer from, and including, the last interest payment date to, but excluding, the Payment Date (“Accrued Interest Payment”).
The Tender Offer is subject to the satisfaction or waiver of a number of conditions as set forth in the Tender Offer Memorandum.
Tendered Notes may be withdrawn at any time at or prior to the Expiration Time so long as they are validly withdrawn in accordance with the procedures set forth in the Tender Offer Memorandum.
The Company has retained BNP Paribas, Mandiri Securities Pte. Ltd. and Standard Chartered Bank (“Dealer Managers”) to act as dealer managers in connection with the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact BNP Paribas at +65 6210 3322 / +44 20 7595 8668 or by email at [email protected] / [email protected]; Mandiri Securities Pte. Ltd. at +65 6589 3880 or by email at [email protected]; and Standard Chartered Bank at +65 6557 8252 / +44 20 7885 5739 / +1 212 667 0351 or by email at [email protected].
The Company has retained Kroll Issuer Services Limited (“Information and Tender Agent”) to act as the information and tender agent for the Tender Offer. Questions regarding the Tender Offer should be directed to the Information and Tender Agent at the contact details provided. Documents for the Tender Offer, including the Tender Offer Memorandum, are available at the Tender Website: https://deals.is.kroll.com/pgn and may also be obtained by contacting the Information and Tender Agent by telephone at +44 20 7704 0880 (London) / +852 2281 0114 (Hong Kong) or by email at [email protected].
The Tender Offer is being made solely pursuant to, and will be governed by, the Tender Offer Memorandum. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any Notes is being made pursuant to this announcement.
SOURCE PT Perusahaan Gas Negara (Persero) Tbk