NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ITALIAN PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES OR ITALY (SEE FULL OFFER RESTRICTIONS BELOW)
Cadbury Schweppes today announces that it proposes to repurchase up to £300 million of its outstanding £400 million 4.875% Guaranteed Notes due 2010 (the "Notes") by way of an Invitation (the "Invitation"), as set out in the "Invitation Details" below and the Invitation Memorandum dated 1 March 2006 (the "Invitation Memorandum").
Once completed, the repurchase will realign the Group's debt maturity profile following the recently completed sale of Europe Beverages. The repurchase will be funded from the Group's available cash.
Invitation Details
Cadbury Schweppes has invited all eligible holders of the Notes to offer to sell Notes to Cadbury Schweppes upon the terms and conditions contained in the Invitation Memorandum. Cadbury Schweppes will accept for purchase up to £300 million of the Notes at a purchase price based on the tender spread range to the reference bond, all as detailed below. Cadbury Schweppes may change the amount of the repurchase at any time.
|
Common Code/ISIN Number of the Notes |
Principal Amount Outstanding |
Notes |
Target Tender Amount |
Reference Bond |
Indicative Tender Spread Range |
|
017301209/XS0173012096 |
GBP400,000,000 |
4.875 per cent. Guaranteed Notes due 2010 |
Up to GBP300,000,000 |
4.75 per cent. UK Treasury
Gilt due 7 June 2010 (ISIN: GB00B0330274 Common Code: 020601388) |
between 47bp and 49bp |
If the principal amount of Notes offered for sale pursuant to the Invitation exceeds the principal amount of the Notes that Cadbury Schweppes agrees to accept for purchase, then all offers to sell will be accepted on a pro rata basis as described in the Invitation Memorandum.
Key Dates
| Event |
Date/ Time |
| Launch of transaction |
March 1, 2006 |
| Period during which Electronic Orders may be submitted by Noteholders (the "Offer Period") |
From and including 9.00 a.m. GMT on March 1, 2006 up to and including 3.00 p.m. GMT on March 9, 2006 |
| Announcement of final Tender Spread |
March 6, 2006, prior to 1.00 p.m. GMT |
| Expiration Time. Last date for Noteholders to communicate an offer to sell by submitting an Electronic Order |
March 9, 2006, at 3.00 p.m. GMT |
| Announcement of results and details of pro-rating if applicable |
March 10, 2006, prior to 12.00 midday GMT |
| Pricing Time |
March 10, 2006, at or around 12.00 midday GMT |
| Anticipated Settlement Date |
March 14, 2006 |
Eligible holders of the Notes are advised to read carefully the Invitation Memorandum for full details of and information on the procedures for participating in the Invitation. JPMorgan Cazenove is acting as Lead Dealer Manager. JPMorgan Chase Bank is acting as Tender Agent. HSBC and RBS are acting as Co-Dealer Managers on this transaction.
Requests for all information in relation to the Invitation should be directed to the Lead Dealer Manager:
Lead Dealer Manager
J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ
Attention: Liability Management - John Cavanagh
Email: john.cavanagh@jpmorgan.comTel:
+44 (0) 20 7742 7506
Requests for information in relation to the offering to sell procedures should be directed to:
The Tender Agent
JPMorgan Chase Bank, N.A.
Trinity Tower
9 Thomas More Street
London E1W 1YT
Attention: Edmond Leedham
Email: edmond.f.leedham@jpmorgan.com
Tel: +44 (0) 20 7777 9458
About Cadbury Schweppes
Cadbury Schweppes is the world's largest confectionery company and has a strong regional presence in beverages in North America and Australia. With origins stretching back over 200 years, today Cadbury Schweppes' products - which include brands such as Cadbury, Schweppes, Halls, Trident, Dr Pepper, Snapple, Trebor, Dentyne, Bubblicious and Bassett - are enjoyed in almost every country around the world. The Group employs around 50,000 people.
Disclaimer
This press release does not constitute, or form part of, an offer to buy or the invitation of any offer to sell any securities in any jurisdiction nor shall it (or any part of it), or the fact of its distribution, form the basis of or be relied on in connection with any contract therefore. No indications of interest in the Invitation is sought by this press release. The Invitation is not being made to, and no offer to sell will be accepted from, or on behalf of, holders of securities in any jurisdiction in which the Invitation is unlawful.
This release must be read in conjunction with the Invitation Memorandum. This release and the Invitation Memorandum contain important information, which should be read carefully before any decision, is made in relation to the Invitation. If you are in any doubt as to the contents of this release or the Invitation Memorandum or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, or from another appropriately authorised independent financial adviser.
Offer Restrictions
United Kingdom
The communication of the Invitation Memorandum is not being made, and the Invitation Memorandum has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, the Invitation Memorandum is not being distributed to, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of the Invitation Memorandum as a financial promotion is only being made by Cadbury Schweppes or the Lead Dealer Manager to, and is directed only at: (a) persons outside the United Kingdom; (b) those persons falling within the definition of Investment Professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43 of the Order, or other persons to whom it may lawfully be communicated in accordance with the Order; or (c) any person to whom it may otherwise lawfully be made (such persons together being "relevant persons").
United States
The Invitation is not being made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation: facsimile transmission, telex, telephone, e-mail and other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States, and Notes may not be offered for sale by any such use, means, instrumentality or facility from or within the United States. Accordingly, copies of the Invitation Memorandum and any related documents are not being and must not be mailed, forwarded, sent, transmitted or otherwise distributed in, into or from the United States (including without limitation by any custodian, nominee, trustee or agent) and persons receiving the Invitation Memorandum must not distribute, forward, mail, transmit or send it or any related documents in, into or from the United States. Offers to sell made by a resident of the United States, any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. person will not be accepted.
Italy
The Invitation is not being made in the Republic of Italy. The Invitation and the Invitation Memorandum have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders are hereby notified that, to the extent such Noteholders are Italian residents and/or persons located in the Republic of Italy, the Invitation is not available to them and they may not submit for offers to sell Notes in any Invitation and, as such, any offers to sell received from or on behalf of such persons shall be ineffective and void. Neither the Invitation Memorandum nor any other invitation material relating to the Invitation, or the Notes may be distributed or made available in the Republic of Italy.
Belgium
In Belgium, the Invitation will not, directly or indirectly, be made to, or for the account of, any person other than to professional or institutional investors referred to in article 3,2° of the Belgian royal decree of 7 July 1999 on the public character of financial operations (the "Public Decree"), each acting on their own account. The Invitation Memorandum has not been and will not be submitted to nor approved by the Belgium Banking, Finance and Insurance Commission (Commission Bancaire, Financière et des Assurances/Commissie voor het Bank, Financie en assurantiewezen) and accordingly may not be used in connection with any invitation in Belgium except as may otherwise be permitted by Belgian law.
France
The Invitation Memorandum has not been submitted to the clearance procedures of the Autorité des Marchés Financiers in France. The Invitation does not constitute a public invitation of offers to sell Notes nor a public offering of financial instruments in France. Only providers of investment services relating to portfolio management for the account of third parties and/or qualified investors (investisseurs qualifiés), all as defined in Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier are eligible to offer to sell Notes.