Tuesday, May 09, 2000
Royal Ahold, a leading food provider, today provided details on the issue of between $ 600,000,000 and $ 800,000,000 convertible subordinated notes, due 2005. Ahold has granted the syndicate an option to purchase up to an additional 15% of convertible notes, exercisable within 30 days after closing of the transaction ('greenshoe option').
Subscription
The subscription period for the convertible notes opens on Tuesday May 9, 2000 and is expected to close on Monday May 15, 2000 at close of trading. The Joint Global Coordinators have reserved the right to close subscription at an earlier or later date and time. Institutional investors can subscribe via the bookbuilding process. Retail investors in the United States and the Netherlands can subscribe for convertible notes on the basis of the terms which result from that bookbuilding process.
Terms and Conditions
The coupon will be set in the range of 4.00% to 4.25% and will be payable annually in arrears in May of each year, commencing in May 2001. The conversion price will be determined at a premium to the issue price of the equity offering of between 22% and 27%. At maturity the convertible notes will be redeemed at par. The final coupon and conversion price will be determined and announced after close of the subscription period. Other preliminary terms and conditions, subject to changes, can be found in the preliminary Prospectus Supplement dated April 28, 2000. The definitive terms and conditions will be as set out in the Prospectus Supplement, which is expected to be published after the close of the subscription period. The final Prospectus Supplement will be available from the Joint Global Coordinators, the Co-Managers and Ahold and, in the United States of America, from ABN AMRO Rothschild, a division of ABN AMRO Incorporated, Goldman, Sachs & Co. and Merrill Lynch & Co.
Ahold may call the convertible notes three years after the payment date, at any time, at 100% of the principal amount of the convertible notes plus accrued interest. The convertible notes may be converted by holders as from the issue date. The issue price of the convertible notes will be set at 100%. The issue and payment date is expected to be May 19, 2000.
Listing
Application has been made to list the convertible notes on the Official Segment of the stock market of Amsterdam Exchanges N.V. It is expected that conditional trading will commence on the first trading day after closing of the subscription period. It is expected that official dealings in the convertible notes will commence on or about the settlement date, which is expected to be May 19, 2000.
Syndicate
Ahold has appointed ABN AMRO Rothschild, Goldman Sachs International and Merrill Lynch International as Joint Global Bookrunners. ING Barings, Kempen & Co and Rabo Securities have been appointed Co-Managers.
Issue of common shares
On April 28, 2000 Ahold announced its intention to issue common shares expected to represent a minimum amount of ?2.0 and a maximum amount of ?2.4 billion (excluding a greenshoe option of 15%). The subscription opened on Monday May 1, 2000 and is expected to close on Monday May 15, 2000 at close of trading.
Proceeds to refinance recent expansion
Ahold will use the net proceeds from the global offering of the common shares and convertible notes to refinance debt incurred in connection with Ahold's purchase of its 50% interest in the ICA Group, the Scandinavian leading food retailer with over 3,100 stores and 1999 sales of Euro 6.6 billion and partially refinance Ahold's acquisition of U.S. Foodservice, a leading distributor in the US with net sales of USD 6.2 billion for fiscal year 1999.
Royal Ahold
Royal Ahold is a rapidly growing international food provider. In 1999, the company operated 4,000 stores in the US, Europe, latin America and Asia with sales of Euro 33.6 billion and net earnings of Euro 752 million. Ahold services over 30 million customers every week.
This press release is not for publication and distribution in Canada or Japan
This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release includes forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially, including prevailing market conditions.