DONCASTERS plc Announces That It has Received The Requisite Consents Under the Tender Offer and Consent For - pound - 100,000,000 8 1/8% Senior Notes Due 1 May 2009.Business Editors MELBOURNE, England--(BUSINESS WIRE)--July 27, 2001 On Friday July 6, 2001, DONCASTERS plc ("the Company") issued an Offer to Purchase for Cash all of its outstanding (pound)100,000,000 8 1/8% Senior Notes Due 2009 (the "Notes") and Solicitation of Consents to Proposed Amendments to the Related Indenture ("the Tender Offer"). The Company announces that as of 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Thursday, July 26, 2001 (the "Consent Achievement Date"), executed Consents to the Proposed Amendments (each as defined in the Tender Offer) have been received and not withdrawn from holders of record on July 26, 2001 representing approximately 98.6% in aggregate principal amount of the Notes then outstanding. The Tender Offer is subject to, among other things, the satisfaction of the Supplemental Indenture Condition, the Minimum Tender Condition and the Financing Condition (each as defined therein). In conjunction with the Tender Offer, the Company has solicited consents to certain proposed amendments to the Indenture governing the Notes, which amendments, inter alia [Latin, Among other things.] A phrase used in Pleading to designate that a particular statute set out therein is only a part of the statute that is relevant to the facts of the lawsuit and not the entire statute. , would eliminate substantially all of the restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. and certain events of default contained in the Indenture. Holders who tender their Notes are required to consent to the proposed amendments. The Tender Offer expires at 5:00 p.m., New York City time, on Friday, August 3, 2001, unless extended (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). The amount payable under the Tender Offer for each validly tendered Note and promptly delivered consent will be based upon a fixed spread of 75 basis points over the yield to maturity on the UK Treasury 5% due June 7, 2004, which includes a consent payment equal to (pound)30 per (pound)1,000 principal amount of the Notes (the "Consent Payment"). Using the fixed spread formula, the purchase price for the Notes will be set on the third business day prior to the Expiration Date (as defined below). Holders who tender Notes and deliver the related Consents after 5:00 p.m. on Friday, July 27, 2001 (the "Consent Date") will not be eligible to receive the Consent Payment. The Company is not required to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, and may terminate the Tender Offer, if any of (i) the execution by the trustee and the subsidiary guarantors of the supplemental indenture to the Indenture implementing the proposed amendments following receipt of the Requisite Consents (the "Supplemental Indenture Condition"), (ii) there having been validly tendered (and not withdrawn) prior to the Expiration Date at least a majority in aggregate principal amount of the Notes then outstanding (the "Minimum Tender Condition"), and (iii) the Company having received, on terms and conditions satisfactory to it, funds sufficient to satisfy its obligations under the Offer on the Payment Date from either the sources specified herein or from such other sources as the Company may elect, in its sole discretion, to rely upon (the "Financing Condition") have not been satisfied. The tender agent for the Tender Offer is The Bank of New York The Bank of New York, abbrieviated to BNY, was a global financial services company that existed until its merger with the Mellon Financial Corporation on July 2, 2007.[1] The bank now continues under the new name of The Bank of New York Mellon Corporation. . The Tender Offer is being made pursuant to an Offer to Purchase and Consent Solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with Statement and related Consent and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. , which more fully set forth the terms of the Tender Offer. The Tender Offer statement has been approved for the purposes of section 57 of the U.K. Financial Services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. Act 1986 by The Royal Bank of Scotland
The Royal Bank of Scotland Plc (Scottish Gaelic: Banca Rìoghail na h-Alba plc which is regulated in the U.K. by The Securities and Futures Authority Limited. The Royal Bank of Scotland plc is acting for the Company and no one else in connection with the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of The Royal Bank of Scotland plc under U.K. law or for giving advice in relation to the Tender Offer. The availability of the Tender Offer to DONCASTERS Noteholders who are not resident in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. or the United Kingdom may be affected by the laws of the relevant jurisdictions. DONCASTERS Noteholders who are not resident in the United States or the United Kingdom should inform themselves about and observe any applicable requirements. Copies of the Tender Offer documents can be obtained from the Information Agent: MacKenzie Partners, Inc. 156 Fifth Avenue New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York 10010 Call Toll Free +1 (800) 322 2885 Call Collect +1 (212) 929 5500 Any questions regarding the terms of the Tender Offer may be directed to the Dealer Manager: The Royal Bank of Scotland plc Financial Markets 135 Bishopsgate London EC2M 3UR Call Collect +44 (0)20 7375 4742 Or, to the U.S. Agent for the Dealer Manager: Greenwich Capital Markets, Inc. 600 Steamboat steamboat: see steamship. steamboat or steamship Watercraft propelled by steam; more narrowly, a shallow-draft paddle-wheel steamboat widely used on rivers in the 19th century, particularly the Mississippi River and its tributaries. Road Greenwich, Connecticut 06830 Call Collect +1 (212) 401 3432 The Tender Agent is: The Bank of New York Sunjeeve D. Patel Assistant Vice President 48th Floor One Canada Square One Canada Square, a skyscraper in London; it is the tallest habitable building in the United Kingdom, at 235 m (771 ft) and 50 storeys (reduced from original plans for 60). Designed by the Argentinian-American architect César Pelli, construction was completed in 1991. London, E14 5AL Tel: +44 (0) 20 7964 6337 Fax: +44 (0) 20 7964 6399 |
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