NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
GLASGOW, Scotland, May 5, 2025 /PRNewswire/ -- The Weir Group PLC ("Weir" or the "Company") announces today the results of its previously announced offer to purchase for cash any and all of its outstanding 2.200% Sustainability-Linked Notes due 2026 (the "Notes"), upon the terms of, and subject to the conditions in, the offer (the "Offer") to purchase dated April 28, 2025 (the "Offer to Purchase") and the accompanying notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"). Payment for the Notes validly tendered and accepted for purchase will be made on May 7, 2025 (the "Settlement Date").
Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.
The Offer expired at 5:00 p.m., New York City time, on May 2, 2025 (the "Expiration Time"). In accordance with the terms of the Offer, the Company is accepting for purchase any and all of the Notes validly tendered and not validly withdrawn.
The following table sets forth the aggregate principal amount of the Notes validly tendered at or prior to the Expiration Time and not validly withdrawn, according to the information provided by Kroll Issuer Services Limited, the Tender and Information Agent (the "Tender and Information Agent") for the Offer:
Title of Security
CUSIP number / ISIN
Principal Amount Outstanding
Principal Amount Tendered and Accepted for Purchase(1)
Principal Amount Remaining Outstanding(2)
Notes Consideration(3)
2.200% Sustainability-Linked Notes due 2026
Rule 144A: 94876QAA4/ US94876QAA40
Regulation S: G95248U43/ USG95248U432
$800,000,000
$667,171,000
$132,829,000
$975.00
(1) The principal amount of the Notes tendered pursuant to the Offer includes $241,000 aggregate principal amount of Notes tendered pursuant to the Guaranteed Delivery Procedures, the acceptance of which remains subject to the valid delivery at or prior to 5:00 p.m., New York City time, on May 6, 2025 (the "Guaranteed Delivery Time") of such Notes, pursuant to the terms and subject to the conditions set forth in the Offer to Purchase.
(2) The principal amount of the Notes remaining outstanding listed in the table above assumes that the Notes tendered pursuant to the Guaranteed Delivery Procedures will be validly tendered at or prior to the Guaranteed Delivery Time and accepted for purchase pursuant to the Offer.
(3) Per $1,000 in principal amount of the Notes validly tendered, and not validly withdrawn at or prior to the Expiration Time or the Guaranteed Delivery Time pursuant to the Guaranteed Delivery Procedures and accepted for purchase.
In addition to the Notes Consideration, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest from the most recent interest payment date up to, but not including, the Settlement Date.
The Company has retained BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC as Dealer Managers and Kroll Issuer Services Limited as Tender and Information Agent (the "Tender and Information Agent") for the purposes of the Offer.
For additional information, please contact Deutsche Bank Securities Inc. at +1 (866) 627-0391 (toll free) or +1 (212) 250-2955; to BNP Paribas Securities Corp. at +1 (888) 210-4358 (toll free), +1 (212) 841-3059 (U.S. Collect) and +33 1 55 77 78 94(Europe), email: liability.management@bnpparibas.com); or to Wells Fargo Securities, LLC at +1 (866) 309-6316 (toll free) or +1 (704) 410-4759 or by email to liabilitymanagement@wellsfargo.com or the Tender and Information Agent, Kroll Issuer Services Limited at +44 20 7704 0880 (London) or by email to weirgroup@is.kroll.com, Attention: Owen Morris.
This announcement is for informational purposes only and does not constitute an offer to buy, or a solicitation of an offer to sell, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offer is only being made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offer.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.
General
None of the Company, its board of directors, the Dealer Managers, Kroll Issuer Services Limited or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any Notes in response to the Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any of the Notes, or an offer to sell or a solicitation of an offer to purchase the new notes pursuant to the New Notes Offering nor is it a solicitation for acceptance of the Offer. The Company is making the Offer only by, and pursuant to the terms of, the Offer Documents. The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
THIS ANNOUNCEMENT 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 ("EU MAR") AND ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA) ("UK MAR").
FOR THE PURPOSES OF EU MAR, UK MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY JENNIFER HADDOUK, COMPANY SECRETARY OF THE WEIR GROUP PLC.
Forward-Looking Information
This announcement contains "forward-looking" statements within the meaning of the United States securities laws. Forward-looking statements involve known and unknown risks, uncertainties and other factors that are in some cases beyond the Company's control. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this announcement, including, without limitation, those regarding the future financial position and results of operations of the Company, its strategy, plans, objectives, goals and targets and future developments or trends in the markets where it participates or is seeking to participate. In some cases, forward-looking statements can be identified by terminology such as "aim," "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "potential," "predict," "project," "risk," "should," "target," "will" or "would" or the negative of such terms or other comparable terminology and other similar expressions that are predictions of or otherwise indicate future events or trends. These risks, uncertainties and factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements (and from past results, performance or achievements).
Forward-looking statements are based upon good faith assumptions by the Company's management relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company's business and operations in the future. The Company cannot give any assurance that the assumptions upon which its management based its forward-looking statements will prove to be correct, or that the Company's business and operations will not be affected in any substantial manner by other factors not currently foreseeable by its management or beyond its control. Any forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this announcement or to reflect any change in its management's expectations with regard thereto after the date hereof of any change in events, conditions or circumstances on which any such statement is based. Holders are strongly cautioned not to place undue reliance on any forward-looking statement.
