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RNS Number : 4488J
DP World Limited
12 June 2014
Not for publication or distribution directly or indirectly, in
whole or in part, in or into the United States, Australia, Canada,
Italy, Japan or South Africa or in any other jurisdiction in which
offers or sales would be prohibited by applicable law.
This announcement is not an offer to sell or a solicitation to
buy securities in any jurisdiction, including the United States,
Australia, Canada, Italy, Japan or South Africa. Neither this
announcement nor anything contained herein shall form the basis of,
or be relied upon in connection with, any offer or commitment
whatsoever in any jurisdiction.
12 June 2014
USD $1 billion Convertible Bond offering due 2024
Dubai, June 12, 2014: DP World Limited (the "Company" or "DP
World") today (June 12, 2014) announces the launch of USD $1
billion senior unsecured convertible bonds due 2024 (the "Bonds")
convertible into ordinary shares of DP World ("DP World Shares").
The Bonds will bear interest at an annual rate of between 1.50% and
2.00% and the conversion price is expected to be set at between 35%
and 40% premium over the share price.
The net proceeds of the Bonds will be used to take advantage of
organic and inorganic growth opportunities, diversify funding
sources and general corporate purposes.
The final terms of the Bonds are expected to be determined and
announced later today and settlement is expected to take place on
or about 19 June 2014. It is intended that, following settlement of
the Bonds, an application will be made for the Bonds to be listed
on the Open Market (Freiverkehr) segment of the Frankfurt Stock
Exchange.
J.P. Morgan Securities plc is acting as Global Coordinator,
Joint Bookrunner and settlement agent on the Bond offering.
Citigroup Global Markets Limited, HSBC Bank plc and UBS Limited are
each acting as Joint Bookrunners on the Bond offering.
The Company plans to issue the Bonds with investor puts, at par
plus accrued interest, in year 4 and year 7. The Bonds will bear
interest at an annual rate of between 1.50% and 2.00%, payable
semi-annually in arrears. The conversion price is expected to be
set at between a 35% and 40% premium over the Reference Share Price
on the pricing date.
The "Reference Share Price" will be equal to the volume-weighted
average share price of the DP World Shares between opening and
close of trading on NASDAQ Dubai on 12 June 2014. Unless otherwise
redeemed, purchased, converted or cancelled, the Bonds will be
redeemed at par on maturity, in accordance with the Terms and
Conditions of the Bonds.
The Company will have the right to redeem all outstanding Bonds
at par plus accrued interest after the date falling 3 years and 15
days following the settlement of the Bonds if (i) the aggregate
value of the DP World Shares per Bond for a specified period of
time exceeds 130% of the principal amount of each Bond or (ii) 85%
or more of the Bonds initially issued shall have been converted,
redeemed or purchased and cancelled. Upon exercise of conversion
rights in respect of any Bond, the Company may elect at its full
discretion to cash-settle such Bond, in whole or in part, pursuant
to the Terms and Conditions of the Bonds.
-Ends-
Investor Enquiries
Redwan Ahmed Jasmine Lindsay
DP World Limited DP World Limited
Mobile: +971505541557 Mobile:+971504220405
Direct:+97148080842 Direct: +97148080812
redwan.ahmed@dpworld.com jasmine.lindsay@dpworld.com
About DP World
DP World has a portfolio of more than 65 marine terminals across
six continents(1) , including new developments under way in India,
Africa, Europe and the Middle East.
Container handling is the Company's core business and generates
more than three quarters of its revenue. In 2013, DP World handled
55 million TEU (twenty-foot equivalent container units). With its
committed pipeline of developments and expansions, capacity is
expected to rise to more than 100 million TEU by 2020, in line with
market demand.
DP World has a dedicated, experienced and professional team of
around 30,000 people serving its customers around the world, and
the Company constantly invests in terminal infrastructure,
facilities and people to provide quality services today and
tomorrow, when and where customers need them.
In taking this customer-centric approach, DP World is building
on the established relationships and superior level of service
demonstrated at its flagship Jebel Ali facility in Dubai, which has
been voted "Best Seaport in the Middle East" for 19 consecutive
years.
www.dpworld.com
(1) As of February 2014.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes, should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer
to sell securities or the solicitation of any offer to subscribe
for or otherwise buy any securities to any person in the United
States, Australia, Canada, Japan, South Africa or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful. The securities referred to in this announcement have not
been and will not be registered in the United States under the US
Securities Act of 1933, as amended (the "Securities Act") and may
not be offered or sold in the United States unless registered under
the Securities Act or offered in a transaction exempt from, or not
subject to, the registration requirements of the Securities Act.
Subject to certain exceptions, the securities referred to herein
may not be offered or sold in Australia, South Africa, Canada or
Japan or to, or for the account or benefit of, any national,
resident or citizen of Australia, South Africa, Canada or Japan.
There will be no public offer of the securities in the United
States, Australia, Canada, Japan or South Africa.
The offering of the Bonds (the "Offering") is addressed to, and
directed in member states of the European Economic Area which have
implemented the Prospectus Directive (the "Prospectus Directive")
at, persons who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive (directive 2003/71/EC,
as amended) ("qualified investors").In addition, in the United
Kingdom, the Offering is directed only at qualified investors (i)
who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")
and qualified investors falling within Article 49(2)(a) to (d) of
the Order(all such persons together being referred to as "relevant
persons"), and (ii) to whom it may otherwise lawfully be
communicated under the Order. This communication must not be acted
on or relied on by persons who are not relevant persons in the
United Kingdom or qualified investors as the case may be. Any
investment or investment activity to which this communication
relates is available only to relevant persons and will be engaged
in only with relevant persons or qualified investors as the case
may be.
Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the
amount invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments. This announcement does not constitute a recommendation
concerning the Bonds. The value of the Bonds can decrease as well
as increase. Potential investors should consult a professional
advisor as to the suitability of the Bonds for the person
concerned.
The Joint Bookrunners, which are authorised and supervised by
the Prudential Regulation Authority and are subject to regulation
by the Financial Conduct Authority, are acting exclusively for the
Company and no one else in connection with the Offering and will
not be responsible to any other person for providing the
protections afforded to clients of the Joint Bookrunners
respectively or for providing advice in relation to the Offering,
the Bonds or any other transaction, matter or arrangement referred
to in this announcement.
Each of the Company, the Joint Bookrunners and their respective
affiliates expressly disclaims any obligation or undertaking to
update, review or revise any statement contained in this
announcement whether as a result of new information, future
developments or otherwise.
In connection with the Offering, the Joint Bookrunners and any
of their respective affiliates, acting as investors for their own
accounts, may subscribe for or purchase securities and in that
capacity may retain, purchase, sell, offer to sell or otherwise
deal for their own accounts in such securities and any other
securities of the Company or related investments in connection with
the Bonds, the Company or otherwise. Accordingly, references to the
Bonds being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by, the Joint
Bookrunners and any of their respective affiliates acting as
investors for their own accounts. The Joint Bookrunners do not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
None of the Joint Bookrunners or any of their respective
directors, officers, employees, affiliates, advisers or agents
accepts any responsibility, duty or liability whatsoever for or
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
This announcement relates to an exempt offer in accordance with
the Markets Rules 2012 (the "Rules") of the Dubai Financial
Services Authority (the "DFSA"). This announcement is intended for
distribution only to persons who meet the professional client
criteria set out in Rule 2.3.2 of the DFSA Conduct of Business
Rules. It must not be delivered to, or relied on by, any other
person. The DFSA has no responsibility for reviewing or verifying
any documents in connection with exempt offers. The DFSA has not
approved this document nor taken steps to verify the information
set out in it, and has no responsibility for it.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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