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THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
1 June 2017. Global Switch Holdings Limited (the Company) announces today the results of its invitation to holders of its €600,000,000 5.50 per cent. Guaranteed Notes due 2018 (ISIN: XS0617785943) (the Notes) to tender such Notes for purchase by the Company for cash (the Offer).
The Offer was announced on 24 May 2017, and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 24 May 2017 (the Tender Offer Memorandum) prepared by the Company, including the New Financing Condition. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Satisfaction of New Financing Condition
The Company announces that the New Financing Condition has been satisfied.
Results of Offer
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 31 May 2017.
As at the Expiration Deadline, the Company had received valid tenders of €296,371,000 in aggregate nominal amount of the Notes for purchase. The Company announces that it has decided to accept for purchase all Notes validly tendered pursuant to the Offer.
The Settlement Date in respect of those Notes accepted for purchase is expected to be 2 June 2017.
A summary of the final results of the Offer appears below:
| Nominal amount accepted pursuant to the Offer | Purchase Yield | Purchase Price |
| €296,371,000 | -0.20 per cent. | 105.007 per cent. |
Following settlement of the Offer, €303,629,000 in aggregate nominal amount of the Notes will remain outstanding.
Bank of China Limited, London Branch (Telephone: +44 203 192 8298; Email: dcmcentreemea.uk@bankofchina.com), Barclays Bank PLC (Telephone: +44 203 134 8515; Email: eu.lm@barclays.com), Credit Suisse Securities (Europe) Limited (Telephone: +44 20 7883 8763; Email: liability.management@credit-suisse.com), Deutsche Bank AG, London Branch (Email: liability.management@db.com) and HSBC Bank plc (Telephone: +44 20 7992 6237; Email: LM_EMEA@hsbc.com) are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Email: globalswitch@lucid-is.com) is acting as Tender Agent.
This announcement is released by Global Switch Holdings Limited and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by David Doyle, Chief Financial Officer at Global Switch Holdings Limited (Telephone: +44 20 8054 9012; Email: ddoyle@globalswitch.com).
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer 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 Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
