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JML FINANCE (LUXEMBOURG) SARL JML Finance (Luxembourg) sarl: Julius Meinl Living announces extension of the exchange offer for existing bonds pursuant to the Exchange Offer Memorandum issued on 23 May 2024

Transparency directive : regulatory news

10/06/2024 14:20

JML Finance (Luxembourg) sarl
JML Finance (Luxembourg) sarl: Julius Meinl Living announces extension of the exchange offer for existing bonds pursuant to the Exchange Offer Memorandum issued on 23 May 2024

10-Jun-2024 / 14:20 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS PRESS RELEASE.

Julius Meinl Living announces extension of the exchange offer for existing bonds pursuant to the Exchange Offer Memorandum issued on 23 May 2024

On 23 May 2024, the Julius Meinl Living group announced that it had mandated SFI Markets as sole bookrunner to arrange a series of investor meetings in relation to a new issue of bonds (ISIN: XS2834253127) by JML Finance (Luxembourg) S.à r.l. (Ticker: JMLFIN) under its EUR 300 million EMTN programme (the “New Notes”) and as dealer manager for an exchange offer on the existing EUR 30 million of 2019/2024 bonds issued by JML Finance (Luxembourg) S.à r.l. with ISIN: XS204298157 (the “Existing Notes”) (the “Exchange Offer”).

Further to the Exchange Offer, made on the terms and subject to the conditions set out in the exchange offer memorandum dated 23 May 2024 (the “Exchange Offer Memorandum”), JML Finance (Luxembourg) S.à r.l. (the “Issuer”) announces an extension to the Expiration Deadline (the “Extension”) in accordance with the terms of the Exchange Offer Memorandum.

Copies of the Exchange Offer Memorandum are available from www.juliusmeinlliving.com, the Exchange Agent and from the Dealer Manager as set out below.  Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Exchange Offer Memorandum.

Pursuant to the terms of the Exchange Offer Memorandum, the Issuer announces that the Expiration Deadline is extended until and including 2 July 2024.

As a result of the Extension, the following table sets out the expected dates and times of the key events relating to the extended Exchange Offer. This timetable is subject to change and dates and times may be further extended or amended by the Issuer in accordance with the terms of the Exchange Offer as described in this Exchange Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.
 
Event Date and time
(all times are CET)
Commencement of Exchange Offer
Exchange Offer announced and Exchange Offer Memorandum available from the Exchange Agent.
23 May 2024
Expiration Deadline
Deadline for receipt by the Exchange Agent of all Exchange Instructions.
2 July 2024 at 4:00 p.m.
Pricing of New Notes
Determination of the final commercial terms of the New Notes, in particular the New Notes Issue Amount, the New Notes Tenor, the New Notes Coupon and the Redemption Amount at Maturity.
Expected to be at or around 2:00 p.m. on 4 July 2024
Pricing and Results Announcement
Announcement by the Issuer in relation to the Exchange Offer setting out: (i) whether it will accept valid offers of Existing Notes for exchange pursuant to the Exchange Offer and, if so accepted, (ii) the Acceptance Amount, (iii) the New Notes Tenor, (iv) the New Notes Coupon, (v) the New Notes Issue Amount and (vi) the Redemption Amount at Maturity.
As soon as reasonably practicable following Pricing
Settlement
Settlement Date for the Exchange Offer, including (i) delivery of the New Notes in exchange for the Existing Notes validly Offered for Exchange and accepted for exchange pursuant to the Exchange Offer and (ii) payment of the Accrued Interest.
Expected to be on 11 July 2024

Unless further extended, all references in the Exchange Offer Memorandum to “Expiration Deadline” and “Settlement Date” shall, unless the context requires otherwise, be to 2 July 2024 and 11 July 2024, respectively (subject to the right of the Issuer (at its sole and absolute discretion) to extend, re-open, amend and/or terminate the Exchange Offer).

Other than the above, none of the terms and conditions of the Exchange Offer as set out in the Exchange Offer Memorandum have been amended or waived.

In accordance with the terms and conditions of the Exchange Offer Memorandum, any extension of the Exchange Offer (including any amendment in relation to the Expiration Deadline and/or the Settlement Date) made in accordance with the terms of the Exchange Offer as described in the section "Amendment and Termination" of the Exchange Offer memorandum shall not be considered materially prejudicial to Noteholders that have already submitted Exchange Instructions before this announcement. As such Exchange Instructions already submitted pursuant to the Exchange Offer and received by the Exchange Agent will continue to be irrevocable.

In relation to both the issue of the new bonds, the Exchange Offer and the Extension, SFI Markets will be coordinating logistics.

Unless stated otherwise, announcements in connection with the Exchange Offer and the Extension will be made by publication on the website of the Luxembourg Stock Exchange (www.luxse.com) and by the delivery of notices to each Clearing System for communication to Direct Participants. Such announcements may also be made by (i) the issue of a press release to a Notifying News Service, and (ii) publication on the relevant Reuters International Insider Screen. Copies of all announcements, notices and press releases can also be obtained from the Exchange Agent, the contact details for whom are on the last page of the Exchange Offer Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Exchange Agent for the relevant announcements during the course of the Exchange Offer (as extended).

Noteholders are advised to:

(i)    read carefully the Exchange Offer Memorandum (together with this announcement) for full details of, and information on the procedures for participating in, the Exchange Offer; and

(ii)  check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in the Exchange Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Exchange Instructions may be earlier than the relevant deadlines specified above.

Requests for information in relation to the Exchange Offer and the Extension may be directed to:

The Dealer Manager

Jakub Bogdan
DCM Syndication and Sales
SFI Markets B.V.

T: +31 20 7095 213
E: Jakub.bogdan@sfimarkets.com


THIS PRESS RELEASE DOES NOT CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS A SOLICITATION OF, AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NEW BONDS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NEW BONDS MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT).
 

Regulatory filing PDF file

File: JMLF(L)s Exchange Offer Extension Press Release 10 June 2024 VF


Language: English
Company: JML Finance (Luxembourg) sarl
6 Rue Dicks
L-1417 Luxembourg
Luxembourg
E-mail: office@juliusmeinlliving.com
Internet: www.juliusmeinlliving.com
ISIN: XS2042981576
Euronext Ticker: JMLAA
AMF Category: Inside information / Other releases
EQS News ID: 1921755
 
End of Announcement EQS News Service

1921755  10-Jun-2024 CET/CEST

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