Samvardhana Motherson Automotive Systems Group B.V. Announces the Expiration and Results of the Tender Offer for its 4.875% Senior Secured Notes due 2021

AMSTERDAM, Oct. 29, 2020 /PRNewswire/ — Samvardhana Motherson Automotive Systems Group B.V. (the “Company”) hereby announces that its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 4.875% Senior Secured Notes due 2021 (the “Notes”) has expired at 4:00 p.m., London time, on October 28, 2020 (the “Expiration Time”).

The Tender Offer was being made pursuant to a tender offer memorandum dated October 20, 2020 (the “Tender Offer Memorandum”) and a related notice of guaranteed delivery (the “Notice of Guaranteed Delivery”), which set forth the terms of the Tender Offer.  The principal purpose of the Tender Offer was to offer a choice of early liquidity to Holders of Notes by providing them with an option for early redemption at their choice via this Tender Offer at the Settlement Date (as defined below) or, otherwise, repayment on the scheduled maturity date for the Notes.

As set forth in the table below, according to information provided by D.F. King Ltd., acting as the tender and information agent for the Tender Offer, a total of U.S.$17,637,062.50 aggregate principal amount of the Notes had been validly tendered and not validly withdrawn. As of the Expiration Time, the Company had not received any Notices of Guaranteed Delivery.

On the terms and subject to the conditions set forth in the Tender Offer Memorandum, the Company expects that it will accept for purchase all of the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer. The Company expects to pay the Tender Offer Consideration for Notes accepted for purchase on the third business day following the Expiration Time (the “Settlement Date”). 

All Notes purchased by the Company in the Tender Offer will be held as treasury notes in accordance with the terms of the indenture governing the Notes.

DISCLAIMER:

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities.  The Tender Offer was made only pursuant to the Tender Offer Memorandum and the related Notice of Guaranteed Delivery, copies of which were delivered to Holders of Notes. 

THE TENDER OFFER MEMORANDUM AND THE RELATED NOTICE OF GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. NONE OF THE COMPANY, THE INFORMATION AND TENDER AGENT OR THE TRUSTEE MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS OF NOTES SHOULD TENDER THEIR NOTES.

The Tender Offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

The Tender Offer was not made in any Member State of the European Economic Area, other than to persons who are “qualified investors” as defined in the Regulation (EU) No 2017/1129 (as amended, the “Prospectus Regulation”), or in other circumstances falling within Article 1(4) of the Prospectus Regulation. 

The Tender Offer was not made, and has not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the Tender Offer was not made to the general public in the United Kingdom. This communication 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 (1) those persons who are existing members or creditors of the Company or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.