THIS OFFER IS SUBJECT TO ENGLISH LAW. THIS OFFER IS NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
2nd July 2024
ANNOUNCEMENT OF INVITATION TO VOLUNTARY TENDER NOTES OUTSTANDING OF THE ISSUER BELL GROUP N.V.
BELL GROUP N.V. was in Liquidation between 1996 and 2023, its liquidation is now complete and the offeror is looking to complete a Markdown process enabling account holders to stop incurring fees.
Southey Capital Ltd (the “Offeror”) invites holders of the securities set forth in the table below (the “Securities”), issued by BELL GROUP N.V. (the “Issuer”), to voluntarily tender for purchase by the Offeror for cash, subject to applicable offer and distribution restrictions.
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Description of the Security
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Original ISIN
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CEDEL
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WPK
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SEDOL
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Guaranteed Convertible Subordinated Bonds due 1995
BELLGR 11%
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CH0005575151
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477279
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Guaranteed Convertible Subordinated Bonds due 1997
BELLGR 5%
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GB0040901711
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177318
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481426
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4090171
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Guaranteed Convertible Subordinated Bonds due 1997
BELLGR 10%
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XS0000001247
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147621
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480769
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4092371
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Purchase Price
The Offeror will pay an amount in cash equal to 0.1 per cent of the Nominal Amount which is equivalent to GBP / AUD 1,000.00 per GBP / AUD $1,000,000.00 held and tendered to the Offeror.
Maximum Acceptance Amount
The offer has not set a Maximum Acceptance Amount, we are willing to purchase the entire outstanding amount of notes of each Issuance.
Offer Documents
Offer Documents shall mean all the documents related to the Offer including the Offer Announcement, Form of Acceptance and Confirmation.
Rationale for the Offer
The Offeror believes that many holders including itself can benefit from a reduction in custody costs and that under certain circumstances some holders may be able to use final price as a write-off level for valuation purposes.
Expected Timetable of Events
The times and dates below are indicative only.
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Date
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Calendar Date
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Event
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Commencement of Offer
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2nd of July 2024
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The day the Offer is announced.
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Expiration Date
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2nd August 2024 18:00 CET
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The date and time by which holders must validly tender Securities in order to be eligible to receive the relevant Purchase Price on the Settlement Date.
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Settlement Date
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As soon as reasonably possible from receipt of an Acceptance Form, that is confirmed by the Offeror to be valid.
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The relevant Purchase Price will be paid for any Securities validly tendered at or prior to the applicable Expiration Date and accepted by the Offeror in the amount and manner described in the Offer.
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Acceptance Procedure
Holders that wish to accept the Offer are requested to complete the Form of Acceptance and send this directly to the Offeror via email to bellgroup@southeycapital.com attaching evidence of holding. Forms of Acceptance received by the 26th July 2024 will receive a Confirmation, which is to be executed subsequently. Later acceptances may still be accepted at the absolute discretion of the Offeror.
Settlement
The securities are eligible to settle in Euroclear and Southey Capital intends to receive them in to our EUROCLEAR account.
Reservation of Rights
The Offeror expressly reserves it right, in its sole and absolute discretion, not to accept any tendered Securities, not to purchase Securities or to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer in any manner (including, but not limited to, purchasing more or less than the Maximum Acceptance Amount), subject to applicable laws and regulations.
For Further Information
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Information Agent
Southey Capital Limited
Suite 6, Beaufort Court
London E14 9XL
United Kingdom
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The Offeror
Southey Capital Ltd
Suite 6, Beaufort Court
London E14 9XL
United Kingdom
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WebLink: Southey Capital Bell Group
bellgroup@southeycapital.com
DISCLAIMER – available here
