NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR ITALIAN PERSON OR TO ANY
PERSON OR ADDRESS IN THE UNITED STATES OR THE REPUBLIC OF ITALY.
This announcement contains important information which should be read carefully
before any decision is made with respect to the Proposal (as defined below). Any
individual or company whose Bonds are held by a broker, dealer, bank, custodian,
trust company or other nominee must contact such entity if they wish to submit a
Voting Instruction or attend the Bondholder Meeting or, if required, Adjourned
Bondholder Meeting and vote. Any Bondholder who is in doubt as to what action to
take should contact an independent professional adviser for advice on the merits
of the Proposal including, without limitation, the tax consequences thereof.
Consent Solicitation for Convertible Notes issued by Corus
Nederland BV maturing April 2007
Amsterdam - 13 February, 2007
Corus Nederland BV is calling a Bondholder Meeting for holders of its NLG 345
million 4.625% convertible bonds due April 2007 (the "Bonds"), of which NLG 335
million are currently outstanding.
Background
On 31 January, 2007 it was announced that Tata Steel
Limited ("Tata Steel") had emerged as the winner of an auction process for Corus
Group plc ("Corus"). Tata Steel's winning bid of 608 pence in cash for each
share in Corus valued the company at approximately (pound)6.2 billion. The
acquisition of Corus (the "Acquisition") is to be made by Tata Steel UK Limited,
a wholly-owned indirect English subsidiary of Tata Steel. The Acquisition is
proposed to be effected by means of a scheme of arrangement (the "Scheme") under
section 425 of the Companies Act 1985 of England and Wales, but may, in the
alternative, be effected by way of an offer (the "Offer") in accordance with the
City Code on Takeovers and Mergers in the United Kingdom. The date on which the
Scheme is currently proposed to be effective is 2 April, 2007.
Corus Nederland BV is offering Bondholders the opportunity to redeem the Bonds
early in conjunction with the Acquisition. Bondholders are asked to consider
whether they wish the Bonds to be redeemed on the Early Redemption Date as
detailed below. The necessary resolution will be voted upon at a Bondholder
Meeting to be held on Wednesday 7 March, 2007. Bondholders may vote by proxy if
they do not wish to attend the Bondholder Meeting.
Capitalised Terms in this announcement shall have the same meanings ascribed to
them in the Consent Solicitation Statement dated 13 February, 2007. The Consent
Solicitation Statement is available upon request from the Solicitation Agent or
the Tabulation Agent, as detailed below.
The Proposal
If the Resolution is passed, the Issuer and the Trustee will enter into a
supplemental trust deed (the "Supplemental Trust Deed") amending the terms of
the Bonds. If the effective date of the Scheme, or the date on which the Offer
becomes unconditional in all respects (in either case, the "Effective Date"),
then occurs on or before 18 April, 2007, the redemption of the Bonds will occur
on the day two business days after the Effective Date (the "Early Redemption
Date"), instead of on 22 April, 2007 as currently documented. In these
circumstances the Bonds will be redeemed at the price outlined below (the "Early
Redemption Price") plus accrued interest on the Bonds from 22 April, 2006 to 30
December, 2006 (the "Accrued Interest").
If the Resolution is passed and the Bonds are redeemed on the Early Redemption
Date, Bondholders on whose behalf a Dutch bank or other institution (which is an
"Affiliate Institution" as defined in the Consent Solicitation Statement)
submits a Voting Instruction in favour of the Resolution to the Tabulation Agent
so that it arrives prior to 16:00 CET on the Early Submission Date (28 February,
2007) will, subject to the terms and conditions in the Consent Solicitation
Statement, receive, in addition, a premium in an amount of NLG 2.50 (the "Early
Voting Premium") per NLG 1,000 principal amount of the Bonds which were the
subject of that Voting Instruction, provided that such Bondholders do not revoke
their Voting Instructions or attend the Bondholder Meeting or Adjourned
Bondholder Meeting.
The Early Redemption Price
The Early Redemption Price in Dutch Guilders for each NLG1,000 principal amount
of Bonds will be calculated in accordance with the following formula:
CR x OP x FX
- ------------ x NLG 1,000
1,000
CR = the Conversion Ratio (the number of Corus shares which would, if the
Bonds were converted in accordance with the Trust Deed, be issued per NLG
1,000 principal amount of Bonds), which is 57.7821 (being NLG 1,000 divided
by the Conversion Price (as defined in the Trust Deed) per Corus share of
EUR 7.8533))
OP = the offer price per Corus share for the purposes of the Acquisition,
being (pound)6.08; and
FX = the Dutch Guilder/Pound Sterling foreign exchange rate, determined by the
Issuer, expressed as the number of Dutch Guilders per (pound)1, and derived
from the official Dutch Guilder/Euro rate of NLG 2.203710 per EUR 1, and
using the Euro/Pound Sterling foreign exchange rate taken to be the GBP/EUR
FX rate as posted on Bloomberg page GBPEUR CRNCY (or such other similar
rate as the Trustee may approve if no such rate is posted) at midday,
London time, on the Effective Date
Bondholders who convert in the Corus 2007 financial year are entitled, under the
Trust Deed, to accrued interest on their Bonds in respect of the Corus 2006
financial year (which ended on 30 December, 2006). This is the reason why under
the Proposal Bondholders will also receive the Accrued Interest. Under the Trust
Deed, no accrued interest is payable to any converting Bondholder for any period
after the end of the 2006 financial year.
The following calculation shows, for illustrative purposes only, what the Early
Redemption Price plus the Accrued Interest would have been if the calculation
had been performed using the NLG/GBP FX rate on 12 February, 2007 (being
3.3078):
57.7821 x 6.08 x 3.3078
- ----------------------- x 1,000 + 31.8611 = NLG 1,193.9310
1,000
The actual Early Redemption Price will depend on the NLG/GBP FX rate on the
Effective Date. On the basis of the NLG/GBP rate on 12 February, 2007 (being
3.3078), the components of the Early Redemption Price and Early Voting Premium
for each NLG1,000 principal amount of Bonds would be as follows:
- -----------------------------------------------------------------------------------------------------------------------------------
Number of shares to be Office Price per Early Accrued Early Early Voting Early Redemption
issued per NLG1,000 Corus Share Redemption Interest Redemption Premium Price plus
principal amount of (L) Price Price plus Accured Interest
"Conversion Ratio" (NLG) Accured and Early Voting
Premium
(NLG) (NLG)
57.7821 6.08 1,162.0699 31.8611 1,193.9310 2.50 1,196.4310
- -----------------------------------------------------------------------------------------------------------------------------------
Participating in the Consent Solicitation
Bondholders may vote at the Bondholder meeting by one of two methods, as
follows:
1. By giving proxy to the Trustee, or its nominee, to vote on the Bondholder's
behalf. This can be implemented by instructing an Affiliate Institution
which holds the Bonds on behalf of the Bondholder to submit a Voting
Instruction to the Tabulation Agent prior to 16:00 CET on the Final
Submission Date or the Adjourned Meeting Submission Date, respectively. The
Voting Instruction must be accompanied by a Declaration from that Affiliate
Institution. Details of how to do this and Forms of Voting Instruction and
Declaration are included in the Consent Solicitation Statement.
2. By attending the Bondholder Meeting in person or by another proxy. Details
of how to do this are included in the notice of the Bondholder Meeting
which is expected to be published on 14 February, 2007 (and which is set
out in the Consent Solicitation Statement). The Bondholder Meeting will be
held at the offices of De Brauw Blackstone Westbroek at Tripolis (Tower
100), Burgerweeshuispad 301, 1076 Amsterdam, The Netherlands, on Wednesday
7 March, 2007 at 10:00 CET. If necessary, the Adjourned Bondholder Meeting
will be held at the same address on Monday 26 March, 2007.
The Declaration of the Affiliate Institution accompanying a Voting Instruction
includes an undertaking from the Affiliate Institution through which the Bonds
are held that the Bondholder will remain the co-owner of the Bonds until three
Business Days (as defined in the Trust Deed) after the day of the Bondholder
Meeting or, provided that the Adjourned Bondholder Meeting is convened within
two Business Days after the Bondholder Meeting, until the Business Day after the
Adjourned Bondholder Meeting (if required) or, if earlier than either of these
days, the Business Day after which Corus Nederland BV gives notice that the
Proposal has been withdrawn. Accordingly, a Bondholder which has submitted a
Voting Instruction will not be able to transfer or submit for conversion the
Bonds to which that Voting Instruction refers during this period.
Conditions of the Consent Solicitation
The Proposal will only become effective if the Resolution is passed at the
Bondholder Meeting (or at a subsequent Adjourned Bondholder Meeting, if
required) and if the Effective Date occurs on or before the Backstop Date, 18
April, 2007. Should these conditions not be met, the terms and conditions of the
Bonds will remain unchanged, the Bonds will mature on 22 April, 2007 and neither
the Early Redemption Price nor the Early Voting Premium will be payable.
Transaction timetable
- --------------------------------------------------------------------------------------------------
Date Time Event
- --------------------------------------------------------------------------------------------------
Wednesday 14 February, 2007 Morning Notice of Bondholder Meeting published
in Het Financieele Dagblad and Euronext
Amsterdam Official Price List
Wednesday 28 February, 2007 16:00 CET Early Submission Date. Bondholders
must February, 2007 submit a Qualifying
Voting Instruction in favour of the
Resolution by this time in order to be
eligible to receive the Early Voting
Premium.
Monday 5 March, 2007 16:00 CET Final Submission Date. Final date
for submission of Voting Instructions.
Wednesday 7 March, 10:00 CET Bondholder Meeting. If a quorum is not
2007 present, it will be necessary to
call the Adjourned Bondholder Meeting.
If Resolution is passed, execution of
the Supplemental Trust Deed. Notice of
Results. As soon as practicable after
the Bondholder Meeting, notice of
results of Bondholder Meeting published
in Het Financieele Dagblad, and
Euronext Amsterdam Official Price List,
and on Bloomberg and Reuters IIIA.
Anticipated date of court meeting and
extraordinary general meeting of Corus
Shareholders to approve the Scheme.
Thursday 22 March, 16:00 CET Adjourned Meeting Submission Date.
Final 2007 date of submission of Voting
Instructions for Adjourned Bondholder
Meeting.
Monday 26 March, 2007 10:00 CET Adjourned Bondholder Meeting (if
required). If the Resolution is passed,
execution of the Supplemental Trust
Deed. Notice of Results. As soon as
practicable after the Adjourned
Bondholder Meeting, notice of results
of Adjourned Bondholder Meeting
published in Het Financieele Dagblad,
and Euronext Amsterdam Official Price
List, and on Bloomberg and Reuters IIIA.
Monday 2 April, 2007 Business hours Anticipated Effective Date. Fixing of
Dutch hours Guilder/Pound Sterling FX
rate at midday (London time)
Effective Date + 2 Business Days Business Hours Early Redemption Date
Wednesday 18 April, 2007 Close of Business Backstop Date s
- --------------------------------------------------------------------------------------------------
For further information:
A complete description of the terms and conditions of the Proposal is set out in
the Consent Solicitation Statement. Further details on the transaction can be
obtained from:
The Solicitation Agent:
Credit Suisse Securities (Europe) Limited
Liability Management Desk: Convertible Bond Desk:
Paul Hawker Mark Hammarskjold
Tel: +4420 7883 6748 Tel: +4420 7883 7718
paul.hawker@credit-suisse.com mark.hammarskjold@credit-suisse.com
- --------------------------------------------------------------------------------
Written copies of the Consent Solicitation Statement can be obtained from:
The Tabulation Agent:
ABN AMRO
Tel: +31 (0) 76 57 99 520
Fax: +31 (0) 76 578 3312
- --------------------------------------------------------------------------------
The Solicitation Agent takes no responsibility for the contents of this
announcement. This announcement must be read in conjunction with the Consent
Solicitation Statement. This announcement and the Consent Solicitation Statement
contain important information which should be read carefully before any decision
is made in connection with the Proposal. If you are in any doubt as to the
action you should take, you are recommended to seek your own financial advice
immediately from your stockbroker, bank manager, accountant or other independent
financial adviser. The distribution of this announcement in certain
jurisdictions (in particular the United States and Italy) may be restricted by
law (as further described below). Persons into whose possession this
announcement comes are required to inform themselves about, and to observe, any
such restrictions.