SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
February 14, 2005
JSG FUNDING PLC
(formerly known as MDP Acquisitions plc)
(Translation of registrant’s name into English)
Beech Hill
Clonskeagh
Dublin 4
Ireland
Telephone: +353 (1) 202-7000
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ý Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes Noý
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
NOTICE RELATING TO OFFER TO PURCHASE FOR CASH AND SOLICITATION OF
CONSENTS TO PROPOSED AMENDMENTS RELATING TO
Dollar Denominated 15.5% Subordinated Notes due 2013
and
Euro Denominated 15.5% Subordinated Notes due 2013
of
JSG FUNDING PLC
February 14, 2005 – JSG Funding plc (formerly known as MDP Acquisitions plc) (the “Company”), announced the successful completion of its cash tender offer and solicitation of related consents relating to all of the Company’s outstanding Dollar Denominated 15.5% Subordinated Notes due 2013 (the “Dollar Notes”) and Euro Denominated 15.5% Subordinated Notes due 2013 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”). The Company had received prior to the Expiration Date of the Offer at 5:00 p.m., London time, Noon, New York City time, on February 11, 2005, valid Acceptances in respect of $211,108,272 (99.99%) of the Dollar Notes outstanding and €140,740,567 (100%) of the Euro Notes outstanding.
The Company and the trustees under the indentures governing the Dollar Notes and the Euro Notes executed and delivered on January 28, 2005 (the “Consent Date”) supplemental indentures that eliminated substantially all of the restrictive covenants and modified certain of the events of default and other provisions in the indentures (the “Proposed Amendments”). The Notes were accepted for payment and the Proposed Amendments became operative on February 14, 2005.
Deutsche Bank acted as sole Dealer Manager in this Offer.
Dealer Manager:
Deutsche Bank AG London
Liability Management Group
Tel: +44 (0)20 7545 8011
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Tender Agents and Depository Agent:
Deutsche Bank AG London |
| Deutsche Bank Luxembourg S.A |
TSS – Restructuring Services Group |
| TSS – Restructuring Services Group |
+44 20 7547 5000 |
| +352 421 22 460 |
Information Agent
Global Bondholder Services Corporation
Corporate Actions
Banks and Brokers Call Collect: (212) 430-3774
All Others Call Toll Free: (866) 470-4500
OFFER RESTRICTIONS
Neither this Announcement nor the Offer to Purchase and Consent Solicitation Statement constitutes an invitation to participate in the Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this Announcement or the Offer to Purchase and Consent Solicitation Statement in certain jurisdictions may be restricted by law. Persons into whose possession this Announcement or the Offer to Purchase and Consent Solicitation Statement come are required by each of the Company, the Dealer Manager, the Tender Agents, Depository Agent and Information Agent to inform themselves about, and to observe, any such restrictions.
United Kingdom. This document is being distributed only to and directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended (the “Order”), and (ii) persons falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
Republic of Italy. Neither the Offer nor any of the information contained herein constitutes an offer or an invitation to offer or a promotional message of any form to any person (natural or legal) resident in the Republic of Italy to purchase or acquire the Notes, within the meaning set forth in articles 1, lett. (v), and 102 ff., of Legislative Decree February 24, 1998, n. 58. The Offer is not being made and will not be made, directly or indirectly, in or into, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange publicly or privately available in the Republic of Italy. Tenders should not be made pursuant to the Offer by any such use, means, instrument or facility or from within the Republic of Italy. Doing so may render invalid any purported tender. Accordingly, copies of the Statement and any related documents may not be mailed or otherwise forwarded, distributed or sent in, into or from the Republic of Italy and persons receiving such documents must not forward, distribute or send them in or into or from the Republic of Italy. Any person who may have a legal or contractual obligation to forward the Statement and any related documents in the Republic of Italy should read the Statement before doing so. No prospectus will be lodged with, or registered by, the Commissione Nazionale per le Società e la Borsa in respect of the Offer. Accordingly the Notes may not be tendered or sold in the Republic of Italy and neither the Statement nor any other material relating to the Offer may be distributed or made available in the Republic of Italy.
Belgium. In Belgium, the Offer is not, directly or indirectly, being 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 July 7, 1999 on the public character of financial operations, each acting on their own account. This document 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 offer if Belgium except as may otherwise be permitted by law.
France. The Offer is not being made, directly or indirectly, to the public in France. Only qualified investors (Investisseurs Qualifiés), as defined in Article L. 411-2 of the French Code Monétaire et Financier and decree no. 98-880 dated October 1, 1998 are eligible to accept the Offer.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 15, 2005 | JSG FUNDING PLC | ||
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| By: | /s/ MICHAEL O’RIORDAN |
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| Michael O’Riordan |
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| Secretary |
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