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Home / About Novasep / Media & Events / Press releases / Novasep announces notes offer for its outstanding euro-denominated unsecured exchange notes due 2022 and concurrent optional redemption

Novasep announces notes offer for its outstanding euro-denominated unsecured exchange notes due 2022 and concurrent optional redemption

Novasep announces notes offer for its outstanding euro-denominated unsecured exchange notes due 2022 and concurrent optional redemption
01 Apr 2021

Novasep Holding S.A.S. (“Novasep”) has today commenced an offer to purchase (the “Notes Offer”) any and all of its outstanding euro-denominated unsecured exchange notes due 2022 (the “Notes”).

Novasep Holding S.A.S. (“Novasep”) has today commenced an offer to purchase (the “Notes Offer”) any and all of its outstanding euro-denominated unsecured exchange notes due 2022 (the “Notes”). The Notes Offer is being made in order to apply a portion of the net proceeds from the previously announced sale by Groupe Novasep SAS, a wholly-owned subsidiary of Novasep, of Henogen SA to Thermo Fisher Scientific Inc. (the “Sale Transaction”). Novasep will use cash on hand received by the Novasep group in connection with the Sale Transaction to pay the Notes Offer Consideration on all Notes it purchases pursuant to the Notes Offer.

The Notes Offer is being made on the terms, and subject to the conditions, of the offer to purchase dated April 1, 2021 (as it may be amended or supplemented, the “Offer to Purchase”), which is available to Holders of the Notes on Novasep’s website (www.novasep.com) in the “Investors” section. As described in the Offer to Purchase, as the payment to the holder(s) of the B Preference Shares (as defined in the terms and conditions governing the Notes (the “Terms and Conditions”)) in respect of the Blockage Payment (as defined in the Terms and Conditions) will not have been made in full on or prior to the closing date of the Notes Offer, the consideration per Note tendered and accepted for purchase consists of (i) cash consideration equal to the Senior Amounts (as defined in the Terms and Conditions) attributable to each such Note, including any Cash Interest, Senior Capitalized Interest and any Default Interest (each as defined in the Terms and Conditions) up to, but excluding, the Settlement Date and (b) one (1) Subordinated Note (the Subordinated Notes to be issued constitute “New Subordinated Exchange Securities” within the meaning of the Terms and Conditions) in nominal amount equal to the Junior Amounts (as defined in the Terms and Conditions) outstanding in respect of each such Note on the Settlement Date, subject to rounding as described in the Offer to Purchase (the “Notes Offer Consideration”).  All payments with respect to the Notes Offer will be made on the “Settlement Date,” which we expect to be no later than May 3, 2021 unless we extend the Notes Offer.  Assuming a Settlement Date on May 3, 2021, we expect the Notes Offer Consideration per Note to amount to cash consideration of €1087.60143 and one (1) New Subordinated Exchange Security in nominal amount of €162.35337. Each Holder of the Notes must tender at least 616 Notes in order to participate in the Notes Offer.  The Notes Offer will expire at 4:00 am New York time on April 29, 2021 (9:00 am London time / 10:00 am CEST on April 29, 2021) unless we extend such deadline in our sole discretion (the “Notes Offer Deadline”).

Novasep has this day also issued a notice of optional redemption (the “Notice of Optional Redemption”) in accordance with Conditions 5(c) and 15 of the Terms and Conditions to redeem all of the Notes that remain outstanding on May 3, 2021 (or, if the Settlement Date of the Notes Offer is delayed for any reason to a date later than May 3, 2021, the first business day that follows the Settlement Date, provided that the date of redemption may not be delayed to a date that is more than 60 days following the date hereof) (the “Redemption Date”).  Accordingly, further to the Notice of Optional Redemption, any Notes not tendered into and accepted for purchase pursuant to the Notes Offer will be redeemed on the Redemption Date pursuant to Condition 5(c) of the Terms and Conditions. The Notice of Optional Redemption is available at the following website address: https://www.novasep.com/home/about-novasep/media-events/press-release.html. As the payment to the holder(s) of the B Preference Shares (as defined in the Terms and Conditions) in respect of the Blockage Payment (as defined in the Terms and Conditions) will not have been made in full on or prior to the Redemption Date, the Redemption Price of the Notes will, pursuant to Condition 5(c) of the Terms and Conditions, be an amount in cash equal to the Senior Amounts attributable to the Notes to be redeemed, which, assuming a Redemption Date of May 4, 2021, will be a cash amount per Note of €1087.83430.  On the Redemption Date, the principal amount of the Notes redeemed will, pursuant to Conditions 4(c)(ii) and 5(c) of the Terms and Conditions, be reduced to an amount equal to the New Junior Outstanding Principal Amount (as defined in the Terms and Conditions) (which will be an amount per Note of €138.96681, assuming a Redemption Date of May 4, 2021) and the Notes will thereafter bear interest on the New Junior Outstanding Principal Amount at the Junior 1 Capitalized Interest rate of 3 per cent. per annum in the manner contemplated by the Terms and Conditions (which interest, together with any Junior Capitalized Interest that has accrued as of, but excluding, the Redemption Date but has not yet been capitalized, will be capitalized and become Junior Capitalized Amounts (as defined in the Terms and Conditions) on the next Capitalized Interest Compounding Date (as defined in the Terms and Conditions) in November 2021, and thereafter bear interest at the Junior 2 Capitalized Interest rate of 11 per cent. per annum in the manner contemplated by the Terms and Conditions). 

Holders should note that if they choose not the participate in the Notes Offer and their Notes accordingly become subject to optional redemption, any Junior Capitalized Interest that has accrued on their Notes as of, but excluding, the Redemption Date but has not yet been capitalized will, in accordance with the Terms and Conditions, not bear interest at any rate (including the Junior 1 Capitalized Rate) until the next Capitalized Interest Compounding Date in November 2021.  In contrast, Holders that participate in the Notes Offer will receive Subordinated Notes in a nominal amount equal to the Junior Amounts (which includes any Junior Capitalized Interest that has accrued on their Notes as of, but excluding, the Settlement Date but has not yet been capitalized) outstanding in respect of their Notes on the Settlement Date, subject to rounding as described in the Offer to Purchase, and that entire nominal amount will begin to bear interest at the Junior 1 Capitalized Rate as of the Subordinated Notes’ issuance. (See “Terms of Conditions of the Subordinated Notes (English Version)” and “Terms of Conditions of the Subordinated Notes (French Version)” in the Offer to Purchase for additional information on the Subordinated Notes.)  Conversely though, because the Redemption Date is intended to fall one business day after the Settlement Date, Holders that do not participate in the Notes Offer and whose Notes accordingly become subject to optional redemption, will have the opportunity to accrue Cash Interest, Senior Capitalized Interest and Junior 1 Capitalized Interest (each as defined in the Terms and Conditions) on the Senior Outstanding Principal Amount (as defined in the Terms and Conditions), as well as Junior 2 Capitalized Interest (as defined in the Terms and Conditions) on the Junior Capitalized Amounts (as defined in the Terms and Conditions), of their Notes for one business day more than Holders that participate in the Notes Offer. Accordingly, Holders that choose to participate in the Notes Offer may enjoy better or worse returns than Holders that choose not to participate in the Notes Offer depending on the timing (which remains uncertain at this stage) of the making of the Blockage Payment and consequent repayment of the Subordinated Notes and the subordinated amounts that remain outstanding under the Notes discussed below. Accordingly, Holders of the Notes should carefully consider the merits and risks of participating in the Notes Offer relative to other alternatives that may be available to them, including of not participating in the Notes Offer and instead having their Notes becoming subject to optional redemption.

Holders of the Notes should also note that Novasep presently intends (although it is not required to) to pay the Blockage Payment (as defined in the Terms and Conditions) to holder(s) of the B Preference Shares (as defined in the Terms and Conditions) within a reasonable period of time following completion and publication of its audited annual accounts for the year ended December 31, 2020 (and possibly within the first half of 2021), subject to any applicable legal requirements and certain structuring and other considerations.  In the event that the Blockage Payment is made, Novasep currently intends (and will be required under the terms of the Subordinated Notes as well as under the Terms and Conditions) to repay both the Subordinated Notes and the subordinated amounts that remain outstanding under the Notes, in each case in full, on the same date that the Blockage Payment is made. Further, following any such repayment in full of the Subordinated Notes and the subordinated amounts that remain outstanding under the Notes (and if possible at some stage during the course of 2021), Novasep currently also intends (although it is not required to) to distribute a portion of the net proceeds from the Sale Transaction to its shareholders, subject to obtaining the required shareholder approvals. If the required shareholder approvals are obtained, Novasep expects to publish an announcement indicating the amount and timing of such distribution at least 30 days prior to the proposed date of distribution. Holders of exercisable warrants should note that if they are concurrently Holders of the Notes or holders of the Subordinated Notes and are not French tax residents and were to exercise their warrants (and therefore become shareholders) before the full repayment of the Notes or Subordinated Notes, respectively, this would trigger the application of the withholding tax set forth in article 119- bis 2 of the French Tax Code (subject to more favourable provisions of applicable tax treaties) to the portion of interest payments exceeding the statutory rate set forth in article 39-1-3° of the French Tax Code that would be made to such holders.

Capitalised terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

Requests for information relating to the Notes Offer should be directed to:

NOVASEP

Novasep Holding SAS

39 rue St Jean de Dieu

69007 Lyon

France

Email : bondholders@novasep.com

 

Requests for information in relation to the procedures for tendering Notes in the Notes Offer should be directed to:

THE TENDER AGENT

Société Générale

Attn: Adeline Doré

Tel: +33 (0)2 51 85 52 43

Fax: +33 (0)2 51 85 57 20

Email: nantes.gis-op-titres@sgss.socgen.com

 

Cautionary Statement

This press release is for information purposes only and does not constitute a prospectus or an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Notes Offer is made only by and pursuant to the terms of the Offer to Purchase and the information in this press release is qualified by reference to the Offer to Purchase. The Notes Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Neither Novasep nor the Tender Agent makes any recommendations as to whether holders should tender their note pursuant to the Notes Offer. Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender.

Forward Looking Statements

This press release may include “forward looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended.  In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the words “assume,” “believe,” “could,” “estimate,” “anticipate,” “expect,” “intend,” “may,” “will,” “plan,” “continue,” “ongoing,” “potential,” “predict,” “project,” “risk,” “target,” “seek,” “should” or “would” and similar expressions or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth and strategies, our reserves and the industry in which we operate.  By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements.  Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.

Novasep Icon PDF2021 04 01_Launch of Notes Offer on euro-denominated unsecured exchange notes due 2022

Novasep Icon PDF2021 04 01_Redemption Notice euro denominated unsecured exchange notes due 2022

 


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