Not for release, publication or distribution in or into, or to any person located or resident in or at any address in, the United States of America or to any person located or resident in any other jurisdiction where it is unlawful to distribute this press release, the Results Announcement or the Tender Offer Memorandum (each as defined below) or to any persons to whom it is otherwise unlawful to send this press release, the Results Announcement or the Tender Offer Memorandum (See “Offer and distribution restrictions” in the Tender Offer Memorandum).
This press release relates to the disclosure of information that qualified or may have qualified as inside information within the meaning of article 7(1) of the Market Abuse Regulation (EU) 596/2014, as amended.
Ontex Group NV announces the results of its cash tender offer for its outstanding €580,000,000 3.500% senior notes due 2026
Aalst, Belgium, April 1, 2025 – Ontex Group NV (the “Issuer”) announces the results of the previously announced invitation to holders of its outstanding 3.500% Senior Notes due 2026 (ISIN: BE6329443962/Common Code: 236126102) (the “Notes”), to tender such Notes for purchase for cash (the “Offer”). The Offer was made subject to satisfaction (or waiver) of the New Financing Condition and the General Conditions and other terms and conditions described in the Tender Offer Memorandum dated March 24, 2025 (the “Tender Offer Memorandum”) and was subject to the offer and distribution restrictions more fully described in the Tender Offer Memorandum. Capitalised terms used and not otherwise defined in this press release have the meanings given in the Tender Offer Memorandum.
The Offer was launched by the Issuer on March 24, 2025 and expired at 17:00 CEST on March 31, 2025 (the “Expiration Deadline”).
At the Expiration Deadline, €283,095,000 aggregate principal amount of Notes had been validly tendered pursuant to the Offer.
All Noteholders whose Notes have been validly tendered and accepted for purchase by the Issuer are eligible to receive the Purchase Price of 100.00% of the aggregate principal amount thereof (as set out in the Tender Offer Memorandum) and Accrued Interest Payment for the Notes.
As a result of the above, the Final Acceptance Amount (as defined in the Tender Offer Memorandum) amounted to €283,095,000.
Subject to the satisfaction or waiver of the New Financing Condition and/or the General Conditions, the Issuer expects to make payment for the Notes validly tendered and accepted for purchase on April 3, 2025 (the “Settlement Date”). Such payment through the Clearing Systems will discharge the payment obligations of the Issuer in respect of payment of the Purchase Price and Accrued Interest. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Noteholders by any of the Clearing Systems.
Following cancellation of the Notes validly tendered and accepted for purchase, the aggregate principal amount of the Notes remaining outstanding on the Settlement Date under the Indenture will amount to €296,905,000.
Notes which have not been validly offered and accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date and are subsequently expected to be redeemed in full at par on or about July 15, 2025, in accordance with the terms of the Indenture and, if applicable, the relevant Noteholders will be notified of such redemption in accordance with the terms of the Indenture. While the Issuer expects to redeem any such Notes on or about July 15, 2025, no representation is given that it will redeem such Notes in whole or in part on such date.
Further Information
Any questions or requests for assistance in connection with (i) the Offer, may be directed to Goldman Sachs Bank Europe SE and (ii) the tender of the Notes may be directed to the Tender Agent, the contact details for each of which are provided on the back cover of this press release.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Offer was made only pursuant to the Tender Offer Memorandum and the Launch Announcement in relation to the Offer (the “Launch Announcement”), and the information in this press release is qualified by reference to the Tender Offer Memorandum and the Launch Announcement.
For more information on the results of the Offer, reference is made to the results announcement which is available through the following link https://www.luxse.com/security/BE6329443962/339516 (the “Results Announcement”).
Disclaimer
This press release must be read in conjunction with the Results Announcement and the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this press release. Neither the Dealer Manager nor the Tender Agent take any responsibility for the contents of this press release. The distribution of this press release, the Results Announcement, the Tender Offer Memorandum and/or any other materials relating to the Offer in certain jurisdictions may be restricted by law. Persons into whose possession this press release,the Results Announcement and/or the Tender Offer Memorandum come(s) into are required by each of the Issuer, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Forward-Looking Statements
This press release may include forward-looking statements. These forward-looking statements can be identifiedby the use of forward-looking terminology, including the terms as "believe", "expect", "anticipate", "may", "assume", "plan", "intend", "will", "should", "estimate", "risk" and or, in each case, their negatives, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Issuer's or any of its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Issuer's or any of its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Issuer's or any of its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the Issuer's or any of its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
The forward-looking statements and information contained in this press release are made as of the date hereof and the Issuer undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result ofnew information, future events or otherwise, unless so required by applicable securities laws.
The Issuer
Ontex Group NV Korte Keppestraat 21 9320 Erembodegem (Aalst) Belgium
Dealer Manager
Goldman Sachs Bank Europe SE Marienturm, Taunusanlage 9-10 D-60329 Frankfurt am Main, Germany
Ontex is een toonaangevende internationale ontwikkelaar en producent van producten in babyverzorging, dameshygiëne en volwassenenzorg, zowel voor retailers als voor de gezondheidszorg. De innovatieve producten van Ontex worden in zo'n 100 landen verdeeld via retailers en zorgverleners. Ontex stelt wereldwijd zo'n 7.000 mensen tewerk en is aanwezig in 14 landen, met hoofdzetel in Aalst, België. Ontex staat genoteerd op Euronext Brussel en maakt deel uit van de Bel Mid® index. Om op de hoogte te blijven van het laatste nieuws, ga naar ontex.com of volg Ontex op LinkedIn.
