Royal Schiphol Group N.V. announces tender offer on its outstanding Notes issued under its EMTN Programme

22-5-2023 | 09:30 AM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Royal Schiphol Group N.V. ("RSG") today announces separate invitations to holders of its outstanding (i) €300,000,000 0.000 per cent. Fixed Rate Senior Unsecured Notes due 22 April 2025 (ISIN: XS2333391303) (the "2025 Notes"), (ii) €400,000,000 2.000 per cent. Guaranteed Notes due 5 October 2026 (issued in one tranche of €300,000,000 on 5 October 2015 and one tranche of €100,000,000 on 30 May 2017 which tranches were then consolidated to form a single series) (ISIN: XS1301052202) (the "2026 Notes"), and (iii) €700,000,000 0.375 per cent. Fixed Rate Senior Unsecured Notes due 8 September 2027 (ISIN: XS2227050023) (the "2027 Notes" and, together with the 2025 Notes and the 2026 Notes, the "Notes" and each a "Series"), each guaranteed by Schiphol Nederland B.V., to tender their Notes for purchase by RSG for cash up to a Target Consideration Amount of €350,000,000 (subject as set out in the Tender Offer Memorandum (as defined below)) (each such invitation an "Offer" and together the "Offers"). The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 22 May 2023 (the "Tender Offer Memorandum") as prepared by RSG, and are subject to the offer and distribution restrictions set out in the Tender Offer Memorandum.  

The full launch announcement in respect of the Offers is available on the website of RSG at https://www.schiphol.nl/en/schiphol-group/page/emtn-programme/. Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale

The purpose of the Offers is to manage RSG’s bond redemption profile and the Offers are consistent with RSG’s priority to maintain a strong, resilient balance sheet. RSG intends to cancel all Notes it purchases pursuant to the relevant Offer(s).

Summary of the Offers

The relevant Purchase Price in respect of each Series will be determined at the Pricing Time as described in the Tender Offer Memorandum in accordance with market convention, and is intended to reflect a yield to maturity of each applicable Series on the Settlement Date equal to the relevant Purchase Yield (being for each Series the sum of (i) the relevant Purchase Spread specified in the table above and (ii) the relevant Interpolated Mid-Swap Rate).

Expected timetable

The Offers commence today and will expire at 5.00 p.m. (CET) on Thursday 1 June 2023. Announcement by RSG of a non-binding indication of the aggregate nominal amount of each Series it expects to accept for purchase pursuant to the relevant Offer(s), and indicative details of any Scaling Factor that may be used for any scaling of tenders of Notes of a Series is expected to be made prior to pricing on Friday 2 June 2023. Pricing is expected to be determined at or around on 12:00 p.m. (CET) on Friday 2 June 2023. Announcement of whether RSG will accept valid tenders of Notes pursuant to all or any of the Offers and, if so accepted, each Series Acceptance Amount, each applicable Purchase Yield, each applicable Interpolated Mid-Swap Rate, each applicable Purchase Price and any applicable Scaling Factor(s) is expected to be made as soon as reasonably practicable after pricing on Friday 2 June 2023, with settlement expected to occur on Tuesday 6 June 2023. The times and dates above are indicative only. RSG may, in its sole discretion, extend, re-open, amend, waive any condition of and/or terminate any Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum).

Further information

ING Bank N.V. (Telephone: +44 20 7767 6784; Attention: Liability Management Team; Email: liability.management@ing.com), NatWest Markets N.V. (Telephone: +31 2 04 64 27 55; Attention: Liability Management; Email: NWMLiabilityManagement@natwestmarkets.com) and SMBC Bank EU AG (Telephone: +49 69 2222 9 8481; Attention: Liability Management; Email: liability.management@smbcnikko-cm.com) are acting as Dealer Managers for the Offers.  Kroll Issuer Services Limited is acting as Tender Agent (Telephone: +44 (0)20 7704 0880, Attention: Arlind Bytyqi and Paul Kamminga, Email: schiphol@is.kroll.com, Website: https://deals.is.kroll.com/schiphol).

Market Abuse Regulation

This announcement is released by RSG and contains information about RSG that qualifies or may qualify as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing  information relating to the tender offer described above.  For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Freek Beekhuizen, Head of Treasury and M&A at RSG. LEI Code of RSG is 724500XSMG4AYQ8NDK42.

Disclaimer

The distribution of this announcement, the full launch announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the full launch announcement and/or the Tender Offer Memorandum come(s) are required by each of RSG, the Guarantor, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Notes (and tenders of Notes in the Offers will not be accepted from any Noteholders) in any circumstances in which such offer or solicitation is unlawful.