LOCK AS: LOCK AS ANNOUNCES TERMINATION OF CONSENT SOLICITATION

LOCK AS ANNOUNCES TERMINATION OF CONSENT SOLICITATION FOR ITS SENIOR SECURED FLOATING RATE NOTES DUE 2020 AND ITS 7% SENIOR SECURED NOTES DUE 2021 EUR100,000,000 Senior Secured Floating Rate Notes due 2020 Regulation S Notes:  Common Code 113610611 / ISIN Number XS1136106116 Rule 144A Notes:  Common Code 113610514 / ISIN Number XS1136105142 EUR150,000,000 7% Senior Secured Notes due 2021 Regulation S Notes:  Common Code...

LOCK AS ANNOUNCES TERMINATION OF CONSENT SOLICITATION FOR ITS SENIOR SECURED FLOATING RATE NOTES DUE 2020 AND ITS 7% SENIOR SECURED NOTES DUE 2021

 

EUR100,000,000 Senior Secured Floating Rate Notes due 2020
Regulation S Notes:  Common Code 113610611 / ISIN Number XS1136106116
Rule 144A Notes:  Common Code 113610514 / ISIN Number XS1136105142

EUR150,000,000 7% Senior Secured Notes due 2021

Regulation S Notes:  Common Code 113610689 / ISIN Number XS1136106892
Rule 144A Notes:  Common Code 113610654 / ISIN Number XS1136106546

 

OSLO, Norway, December 19, 2014 - On December 17, 2014, Lock AS (the "Issuer") announced the commencement of a solicitation (the "Solicitation") of consents (the "Consents") upon the terms and subject to the conditions set forth in a consent solicitation statement (as it may be amended or supplemented from time to time, the "Consent Solicitation Statement"), dated as of December 17, 2014, to certain proposed amendments to the indenture dated November 7, 2014 and as amended and supplemented from time to time, among the Issuer, Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent and Calculation Agent and Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent, pursuant to which the Issuer's EUR150,000,000 aggregate principal amount of euro-denominated 7% Senior Secured Notes due 2021 and EUR100,000,000 aggregate principal amount of euro-denominated Senior Secured Floating Rate Notes due 2020 were issued and (ii) the Temporary Notes Escrow Agreement (as defined in the Consent Solicitation Statement).

 

The Issuer was informed today that the vendor of the Spanish Acquisition (as defined in the Consent Solicitation Statement) has received the required approval of the Spanish Ministry of Economics, and the Issuer expects to complete the Spanish Acquisition prior to January 4, 2015.  As a result, the proposed amendments set out in the Consent Solicitation Statement are no longer required by the Issuer and the Issuer has therefore terminated the Solicitation effective immediately.  No Consent Payment (as defined in the Consent Solicitation Statement) will be paid to any holder of Notes that provided or provides its Consent prior to or after the termination of the Solicitation.   

No offer of securities

This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities in the United States or any other jurisdiction.  This announcement is not a public offering in France or an offer of securities to the public in any European Economic Area member state that has implemented directive 2003/71/EC.

 

The distribution of this announcement in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement conies are required to inform themselves about, and to observe, any such restrictions.

 

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements.  All statements, other than statements of historical fact, included in this press release regarding our financial condition or regarding future events or prospects are forward-looking statements.  The words "aim," "anticipate," "believe," "continue," "estimate," "expect," "future," "help," "intend," "may," "plan," "shall," "should," "will" or the negative or other variations of them as well as other statements regarding matters that are not historical fact, are or may constitute forward-looking statements.  We have based these forward-looking statements on management's current view with respect to future events and financial performance.  These views reflect the best judgment of our management but involve a number of risks, uncertainties and assumptions.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those predicted in our forward-looking statements and from past results, performance or achievements.  All forward-looking statements contained in this press release are qualified in their entirety by this cautionary statement.  We do not intend to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.  All subsequent written or oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained throughout this press release.  As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements.

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