JAKARTA, Indonesia,
May 17, 2018 /PRNewswire/
-- Perusahaan Perseroan (Persero) PT Perusahaan Listrik Negara
(the "Company" or "PLN") today announced the expiration and results
of its previously announced tender offers to purchase for cash (the
"Tender Offers") any and all of the outstanding U.S.$750,000,000 8.00% Notes due August 2019, issued by Majapahit Holding B.V. and
unconditionally and irrevocably guaranteed by the Company, CUSIP:
N54360 AE7, ISIN: USN54360AE78 (Regulation S); CUSIP: 56068T AE7,
ISIN: US56068TAE73 (Rule 144A) (the "2019 Notes"); U.S.$1,250,000,000 7.75% Notes due January 2020, issued by Majapahit Holding B.V.
and unconditionally and irrevocably guaranteed by the Company,
CUSIP: N54360AF4, ISIN: USN54360AF44 (Regulation S); CUSIP:
56068TAF4, ISIN: US56068TAF49 (Rule 144A) (the "2020 Notes"); and
U.S.$500,000,000 7.875% Notes due
June 2037, issued by Majapahit
Holding B.V. and unconditionally and irrevocably guaranteed by the
Company, CUSIP: N54360AD9, ISIN: USN54360AD95 (Regulation S);
CUSIP: 56068T AD9, ISIN: US56068T AD90 (Rule 144A) (the "2037
Notes" and, together with the 2019 Notes and the 2020 Notes, the
"Notes"). The Tender Offers expired at 5:00
p.m., New York time (the
"Expiration Time"), on May 16, 2018
(the "Expiration Date"). At the Expiration Time, valid tenders had
been received with respect to U.S.$603,559,000 of the 2019 Notes, U.S.$912,364,000 of the 2020 Notes and
U.S.$211,688,000 of the 2037 Notes.
As at 5:00 p.m., New York time, on May
16, 2018, instructions were given to tender U.S.$2,111,000 of the 2037 Notes pursuant to the
guaranteed delivery procedures described in the tender offer
memorandum in respect of the Tender Offers dated April 25, 2018 (the "Tender Offer Memorandum").
Book entry delivery of Notes tendered via notice of guaranteed
delivery may be made until the Guaranteed Delivery Date at
5:00 p.m., New York time, on May
18, 2018. The Company has determined that the
pricing on May 15, 2018 of its
offering of US$1.0 billion 10-year
and US$1.0 billion 30-year senior
unsecured fixed rate notes to be issued under its newly established
U.S.$5.0 billion global medium term
note program satisfies the financing condition of each of its
Tender Offers based on the above results. Other than the
satisfaction of the financing condition, the terms and conditions
of the Tender Offers remain unchanged.
The Company has accepted for payment all the Notes validly
tendered prior to the Expiration Time pursuant to the Tender
Offers. On or about May 21, 2018,
such tendering noteholders will receive the purchase price in the
amount of U.S.$1,066.75 per
U.S.$1,000 principal amount of 2019
Notes tendered and accepted for purchase, U.S.$1,074.00 per U.S.$1,000 principal amount of 2020 Notes tendered
and accepted for purchase, and U.S.$1,295.00 per U.S.$1,000 principal amount of 2037 Notes tendered
and accepted for purchase, plus accrued and unpaid interest to, but
not including, the payment date.
The Company and its wholly-owned subsidiary Majapahit Holding
B.V. will arrange for cancellation of all Notes validly tendered
and accepted for purchase following purchase by the Company, and
any Notes not validly tendered will remain outstanding and accrue
interest in accordance with their terms. Following the
cancellation of validly tendered Notes, U.S.$146,441,000 of the 2019 Notes, U.S.$337,636,000 of the 2020 Notes and
U.S.$286,201,000 of the 2037 Notes
will remain outstanding based on the above results.
About Perusahaan Perseroan (Persero) PT Perusahaan Listrik
Negara:
The Company is Indonesia's
state-owned electric utility company and is wholly-owned by the
Government of the Republic of Indonesia, which is represented by the
Ministry of State-Owned Enterprises.
The Company provides most of the public electricity and
electricity infrastructure in Indonesia, including construction of power
plants, power generation, transmission, distribution and retail
sales of electricity. It is the largest electricity producer in
Indonesia, and as of December 31, 2017 had a power generation capacity
of approximately 42,656 MW (excluding power generation capacities
of independent power producers ("IPPs") with which it has entered
into power purchase agreements and energy sales contracts) that
accounted for over 76% of the total installed generation capacity
in Indonesia of 55,926 MW and
served approximately 68.1 million customers.
Majapahit Holding B.V., the issuer of the 2019 Notes, 2020 Notes
and 2037 Notes, was incorporated as a private company with limited
liability under the laws of the
Netherlands and has its corporate seat in Amsterdam, The Netherlands.
Cautionary Statement Concerning Forward-Looking
Statements:
This press release contains both historical and forward-looking
statements within the meaning of Section 27A of the Securities Act,
and Section 21E of the Exchange Act. These forward-looking
statements are not historical facts, but only predictions and
generally can be identified by use of statements that include
phrases such as "will," "may," "should," "continue," "anticipate,"
"believe," "expect," "plan," "appear," "project," "estimate,"
"intend," or other words or phrases of similar import. Similarly,
statements that describe our objectives, plans or goals also are
forward-looking statements. These forward-looking statements are
subject to risks and uncertainties which could cause actual results
to differ materially from those currently anticipated. The
forward-looking statements included in this press release are made
only as of the date of this press release, and we undertake no
obligation to update publicly these forward-looking statements to
reflect new information, future events or otherwise. In light of
these risks, uncertainties and assumptions, the forward-looking
events might or might not occur. We cannot assure you that
projected results or events will be achieved.
Company Investor and Media Contact:
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Name: Eka Nurwati
Position: Deputy Manager of Investor Relations and GCG
Phone: +62 21 725 1234; +62 21 726 1122 ext. 4255
Email: eka_nurwati@pln.co.id
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Name: Kevin Marsahala
Siahaan Position: Assistant
Analyst of Investor Relations Phone: +62 21 725 1234; +62 21 726 1122 ext.
1918 Email:
kevin.marsahala@pln.co.id
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Information and Tender Agent
Details:
D.F.
King
In New York:
48 Wall Street
New York, New York 10005
Banks and Brokers Call: (+1) 212
269-5550
All Others Call Toll Free: (+1) 866
864-7964
In London:
125 Wood Street
London EC2V 7AN
United Kingdom
By Telephone: (+44) 20 7920 9700
In Hong
Kong:
Suite 1601, 16/F, Central
Tower
28 Queen's Road Central
Hong Kong
Telephone: (+852) 3953 7230
Website:
https://sites.dfkingltd.com/pln
Project Contact e-mail:
pln@dfkingltd.com
DISCLAIMER
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. If any holder of
Notes is in any doubt as to the action it should take, it is
recommended to seek its own legal, tax and financial advice,
including as to any tax consequences, from its stockbroker, bank
manager, solicitor, accountant or other independent financial
adviser.
United
Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offers are not being made, and such documents and/or
materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000 (the "FSMA"). Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The
communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21 of the FSMA on
the basis that it is only directed at and may be communicated to
(i) persons who are existing members or creditors of the Company or
other persons within the meaning of Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (ii) persons who fall within Article 49 of the Order
("high net worth companies, unincorporated associations etc."); or
(iii) any other persons to whom these documents and/or materials
may lawfully be communicated. Any investment or investment activity
to which this announcement or the Tender Offer Memorandum relate is
available only to such persons or will be engaged only with such
persons and other persons should not rely on it.
General
This announcement, the Tender Offer Memorandum and any related
documents do not constitute an offer to buy or the solicitation of
an offer to sell securities in any circumstances or jurisdictions
in which such offer or solicitation is unlawful. If a jurisdiction
requires the Tender Offers to be made by a licensed broker or
dealer, and any of the Dealer Managers or any of their respective
affiliates is such a licensed broker or dealer in such
jurisdictions, the Tender Offers shall be deemed to be made by such
Dealer Manager or such affiliate (as the case may be) on behalf of
the Company in such jurisdiction.
In addition to the representations referred to above in respect
of the United Kingdom, each holder
of Notes participating in a Tender Offer will also be deemed to
give certain representations in respect of the other jurisdictions
referred to above and generally as set out in "Procedures for
Tendering Notes" in the Tender Offer Memorandum. Any tender of
Notes for purchase pursuant to any Tender Offer from a holder of
Notes that is unable to make these representations will not be
accepted. Each of the Company, the Dealer Managers and D.F. King
reserves the right, in its absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Tender
Offers, whether any such representation given by a holder of Notes
is correct and, if such investigation is undertaken and as a result
the Company determines (for any reason) that such representation is
not correct, such tender of Notes shall not be accepted.
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SOURCE Perusahaan Perseroan (Persero) PT Perusahaan Listrik
Negara