Castellum
Castellum AB announces final results of tender offer for its €400,000,000 0.750 per cent. Notes due 4 September 2026
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, BUT NOT LIMITED TO, PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
6 September 2024. Castellum AB (the Company) announces the final results of its invitation to holders of the outstanding €400,000,000 0.750 per cent. Notes due 4 September 2026 (ISIN: XS2049767598) (the Notes), issued by the Company, to tender their Notes for purchase by the Company for cash subject to the satisfaction or waiver of the New Financing Condition and the other conditions described in the Tender Offer Memorandum (as defined below) (such invitation, the Offer). The Company announced the indicative results of the Offer earlier today.
The Offer was announced on 30 August 2024 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 30 August 2024 (the Tender Offer Memorandum) prepared by the Company.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer was 5.00 p.m. (CEST) on 5 September 2024.
As at the Expiration Deadline, €185,690,000 in aggregate nominal amount of Notes were validly tendered for purchase pursuant to the Offer.
The Company hereby informs Noteholders that it has decided to set the Final Acceptance Amount, subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, at €185,690,000 in aggregate nominal amount of Notes.
Pricing for the Offer took place at or around 12.00 noon (CEST) today. A summary of the final pricing for, and results of, the Offer is set out below:
| Final Acceptance Amount | Scaling Factor | Interpolated Mid-Swap Rate | Purchase Yield | Purchase Price | Accrued Interest Payment |
| €185,690,000 | Not Applicable (all valid tenders of Notes accepted in full) | 2.558 per cent. | 2.858 per cent. | 95.996 per cent. | 0.014 per cent. |
Subject to the satisfaction or waiver of the New Financing Condition on or prior to such date, the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offer is expected to be 11 September 2024.
Notes repurchased by the Company pursuant to the Offer will be immediately cancelled and will not be reissued or re-sold. Notes that are not successfully tendered for purchase pursuant to the Offer will remain outstanding.
Following the Settlement Date, €214,310,000 in aggregate nominal amount of the Notes will remain outstanding.
The Offer has now expired and no further Notes can be tendered for purchase.
| The Joint Dealer Managers | |
| J.P. Morgan SE | Nordea Bank Abp |
| Taunustor 1 (TaunusTurm) 60310 Frankfurt am Main Germany Telephone: + 44 20 7134 2468 Email: liability_management_EMEA@jpmorgan.com Attention: EMEA Liability Management Group | c/o Nordea Danmark, filial af Nordea Bank Abp Grønjordsvej 10 DK-2300 Copenhagen S DenmarkTelephone: +45 6161 2996 Email: nordealiabilitymanagement@nordea.com Attention: Nordea Liability Management |
| The Tender Agent |
| Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Telephone: +44 20 7704 0880 Email: castellum@is.kroll.com Attention: Arlind Bytyqi Website: https://deals.is.kroll.com/castellum |
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offers or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
| Datum | 2024-09-06, kl 15:20 |
| Källa | MFN |
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