BEL announces the closing of the tender offer on its bonds due April 2024 - Notice of Results

NoticeofResults NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U .S . VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE...

NoticeofResults

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Invitation by

25 January 2023

BEL
(formerly Fromageries Bel)
a société anonyme established under the laws of France

(the “Company”)

announces the results of the Tender Offer

to the Qualifying Holders of its

€500,000,000 1.50 per cent. bonds due April 2024 with a three-month par call on 18 January 2024 (ISIN FR0013251329) issued on 18 April 2017 and admitted to trading on Euronext Paris (of which €500,000,000 are currently outstanding)
(the “Bonds”)

The Company announced on 17 January 2023 the launch of a Tender Offer described in the tender offer memorandum dated 17 January 2023(the “Tender Offer Memorandum”) which has been prepared by the Company in relation to the Tender Offer.

ThisNoticemustbereadinconjunctionwiththeTenderOffer Memorandum.Capitalised termsused in thisNoticeandnototherwisedefinedherein shallhave the meanings ascribed tothemin the Tender OfferMemorandum.

Under the terms of the Tender Offer, Qualifying Holders (subject to offer restrictions), were invited to tender for purchase by the Company for cash their Bonds up to the Maximum Acceptance Amount, subject to the right of the Company in its sole and absolute discretion to increase or decrease such amount or to decide not to accept any Bonds validly tendered pursuant to the Tender Offer. The Tender Offer expired at 16:00 hours CET on 24 January 2023.

Final results of the Tender Offer

The Company is pleased to announce hereby the results of the Tender Offer as follows:

1. the principal amount of Bonds validly tendered: €198,200,000;
2. the Final Acceptance Amount: €198,200,000;
3. the Tender Pro-Rating Factor: no Tender Pro-Rating Factor will be applied; and
4. the remaining outstanding principal amount of Bonds after the Settlement Date: €301,800,000.
   
   

Settlement

The Settlement Date for the Tender Offer is expected to be 27 January 2023. All sales pursuant to the Tender Offer will settle through the normal procedures of Euroclear France, Euroclear and Clearstream. On the Settlement Date, the Company shall pay or procure the payment of, to each Qualifying Holder which has validly submitted an Offer to Sell by the Expiration Time, an amount in cash equal to the Tender Consideration in respect of each principal amount of Bonds so tendered and delivered by such Qualifying Holder and accepted for purchase by the Company.

Payment of the Tender Consideration, by or on behalf of the Company shall fully and finally discharge its obligations to the relevant Qualifying Holders in respect of the Bonds validly tendered, delivered and accepted for purchase by the Company pursuant to the Tender Offer. Under no circumstances will any additional interest be payable by the Company to a Qualifying Holder due to any delay in the transmission of funds from the Relevant Clearing System or any other intermediary with respect to such Bonds of that Qualifying Holder.

Bonds purchased by the Company pursuant to the Tender Offer will be cancelled by the Company. Bonds which have not been submitted for tender or have not been successfully submitted for tender and are not purchased pursuant to the Tender Offer will remain outstanding after the Settlement Date.

ContactInformation

Dealer Managers BNP Paribas 16, boulevard des Italiens 75009 Paris France Attn : Liability Management Group Tel: +33 1 55 77 78 94 Email: [email protected]

Crédit Agricole Corporate and Investment Bank 12, place des Etats-Unis CS 70052 92547 Montrouge Cedex France Attn: Liability Management Tel: +44 207 214 5903 Email: [email protected]

Natixis 7, promenade Germaine Sablon 75013 Paris France Attn : Liability Management Tel: +33 1 58 55 05 56 Email: [email protected]

Information and Tender Agent

BNP Paribas In its role as tender agent: Les Grands Moulins de Pantin 9, rue du Débarcadère 93500 Pantin France Attn: Corporate Trust Services Tel: +33 1 40 14 14 30 Fax: +33 1 57 43 31 38 Email : [email protected] In its role as information agent: Les Grands Moulins de Pantin 9, rue du Débarcadère 93500 Pantin France Tel: +33 1 40 14 32 11 / +33 1 40 14 14 30 Email: [email protected]

Copies of the Tender Offer Memorandum are available free of charge upon request addressed to the Information and Tender Agent.

OFFER RESTRICTIONS

ThedistributionofthisNoticeincertain jurisdictions may berestricted bylaw.Persons into whose possession this Notice comesarerequired byeach of theCompany, theDealerManagers and the Information and TenderAgentto inform themselvesabout, and to observe, anysuchrestrictions. Please seethe Tender Offer Memorandum fora full description of such restrictions.

Attachment

• Bel_Tender Offer_Long Form Closing Notice