-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F9Cm+7H1bVE7TSHwIZw2vJGZWX+c2NDkTG3x6JW1t4aJhE6PhHX+qO819YY94Tzr 4v2Ziaku77cr5xKg0c5Raw== 0000950168-01-000360.txt : 20010228 0000950168-01-000360.hdr.sgml : 20010228 ACCESSION NUMBER: 0000950168-01-000360 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DANKA BUSINESS SYSTEMS PLC CENTRAL INDEX KEY: 0000894010 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 980052869 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-20828 FILM NUMBER: 1554669 BUSINESS ADDRESS: STREET 1: 11201 DANKA CIRCLE N CITY: ST PETERSBURG STATE: FL ZIP: 33716 BUSINESS PHONE: 7275766003 MAIL ADDRESS: STREET 1: 11201 DANKA CIRCLE NORTH CITY: ST PETERSBURG STATE: FL ZIP: 33716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANKA BUSINESS SYSTEMS PLC CENTRAL INDEX KEY: 0000894010 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 980052869 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 11201 DANKA CIRCLE N CITY: ST PETERSBURG STATE: FL ZIP: 33716 BUSINESS PHONE: 7275766003 MAIL ADDRESS: STREET 1: 11201 DANKA CIRCLE NORTH CITY: ST PETERSBURG STATE: FL ZIP: 33716 425 1 0001.txt DANKA BUSINESS SYSTEMS Filed by Danka Business Systems PLC Pursuant to Rule 425 under the Securities Act of 1933 For: Danka Business Systems PLC Commission File No.: 333-55914 DANKA BUSINESS SYSTEMS PLC: Exchange Offer for $200 million of 6.75% Convertible Subordinated Notes Due 2002 - -------------------------------------------------------------------------------- Terms of the Transaction - -------------------------------------------------------------------------------- The Old Notes 6.75% Convertible Subordinated Notes due 2002 (CUSIP Nos. G2652NAA7, 236277AA7, 236277AB5) The Exchange Danka Business Systems is offering to exchange its Offer outstanding old 6.75% convertible subordinated notes. Holders may elect from three options: - $400 in cash for each $1,000 principal amount of old notes tendered, subject to proration as described below; or - $500 in principal amount of new 9% senior subordinated notes due 2004 (the "new 9% notes") for each $1,000 principal amount of old notes tendered; or - $1,000 in principal amount of new 10% subordinated notes due 2008 (the "new 10% notes") for each $1,000 in principal amount of old notes. Proration of Cash Option Danka Business Systems will purchase no more than $40.0 MM principal amount of the old notes for cash. If the cash option is oversubscribed, the Company will purchase a total of $40.0 MM in principal amount of the old notes for cash and will exchange the balance of the tendered notes for new 9% notes ($500 of new 9% notes for each $1,000 of old notes tendered). All holders who elect the cash option will be treated on a pro rata basis according to the principal amount of old notes tendered for cash by each holder and the total principal amount of old notes tendered for cash by all holders. Accrued Interest The Company will pay accrued and unpaid interest on all tendered old notes up to, but not including, the date of closing. Dealer Manager Banc of America Securities LLC is the exclusive dealer manager for the exchange offer. Expiration Date 5:00 P.M., New York City time, on March 20, 2001 (subject to satisfaction or waiver of certain conditions), unless extended. Conditions of the - Valid tenders for at least of 95% of the aggregate Offer principal amount of old notes; - Refinancing of Danka's senior bank debt, which currently amounts to more than $550 million; - Consent of parties to Danka's tax retention operating leases (the "TROL"); - The closing of the sale of Danka's outsourcing division, Danka Services International; and - Other customary conditions. Procedure for The exchange offer is eligible for DTC's Automatic Tendering Notes Tender Offer Program ("ATOP"). Withdrawal Rights Tenders of old notes may be withdrawn at any time prior to the Expiration Date. Exchange Agent HSBC Bank USA To Obtain Copies In addition to the methods described in the caption of the Offer at the right, holders may also contact BAS at (704) 388-4813 to arrange direct FedEx delivery. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Key Dates - -------------------------------------------------------------------------------- Monday Tuesday Wednesday Thursday Friday 2/19 2/20 2/21 2/22 2/23 Launch Date 2/26 2/27 2/28 3/1 3/2 3/5 3/6 3/7 3/8 3/9 3/12 3/13 3/14 3/15 3/16 3/19 3/20 3/21 3/22 3/23 Expiration Settlement Date Date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Summary Description of the Securities
- --------------------------------------------------------------------------------------------------------- Old 6.75% Notes New 9% Notes New 10% Notes Issuer Danka Business Danka Business Danka Business Systems PLC Systems PLC Systems PLC - --------------------------------------------------------------------------------------------------------- Issue Convertible junior Senior subordinated Subordinated notes subordinated notes notes - --------------------------------------------------------------------------------------------------------- Face Amt. Outs. $200,000,000 Up to $100,000,000 Up to $200,000,000 - --------------------------------------------------------------------------------------------------------- Issue Date March 13, 1995 On or about On or about March 21, 2001 March 21, 2001 - --------------------------------------------------------------------------------------------------------- Maturity April 1, 2002 April 1, 2004 April 1, 2008 - --------------------------------------------------------------------------------------------------------- Coupon 6.750% 9.000% 10.000% - --------------------------------------------------------------------------------------------------------- Interest Payment April 1 and October 1 April 1 and October 1, April 1 and October 1, Dates commencing October 1, 2001; commencing October 1, 2001. PIK option up to and including October 1, 2002 if senior leverage is >2.0x. - --------------------------------------------------------------------------------------------------------- Ranking Junior to bank debt, Junior to bank debt. Junior to bank debt new 9% notes and Senior to new 10% and new 9% notes. Senior new 10% notes notes and old 6.75% to old 6.75% notes notes - --------------------------------------------------------------------------------------------------------- Conversion Rights Convertible into Not convertible Not convertible American Depositary shares (ADS) at $29.125 per share - --------------------------------------------------------------------------------------------------------- Call Schedule 4/1/00 -- 101.929% Callable anytime at par 4/1/05 -- 105.000% 4/1/01 -- 100.964% 4/1/06 -- 102.500% 4/1/07 -- 100.000% - --------------------------------------------------------------------------------------------------------- Change of Control Put 101% 101% 101% - ---------------------------------------------------------------------------------------------------------
Noteholders are urged to read the Prospectus and relevant documents filed or to be filed with the Securities and Exchange Commission because they contain important information about Danka and the exchange offer, including the complete terms of the offer, the terms of the new notes and other related matters. Copies of the Offer and related documents and other information may be obtained for free at the Securities and Exchange Commission website. The address of the site is http://www.sec.gov. You may request free copies of the documents that Danka has filed with the Securities and Exchange Commission by contacting Danka. Requests should be directed to: Danka Business Systems PLC, 11201 Danka Circle North, St. Petersburg, Florida 33716, Attn: Treasurer, Telephone: (727)578-4766. A registration statement relating to the new 9% notes and new 10% notes has been filed with the Securities and Exchange Commission but has not yet become effective. The new 9% notes and the new 10% notes may not be sold nor may tenders be accepted prior to the time the registration statement has become effective. This summary shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the new notes in any State in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such State. - -------------------------------------------------------------------------------- Questions and Answers - -------------------------------------------------------------------------------- What is the Danka Business Systems is making the exchange offer purpose of the as part of a three-part strategic plan to reduce and transaction? refinance its indebtedness. The other parts of the overall plan are the sale of DSI and the refinancing of its senior bank debt. Will holders be Yes. Holders whose notes are validly tendered and paid accrued accepted will be paid accrued interest in cash up to, interest? but not including, the date of closing. What happens if If the cash option is oversubscribed, the Company the cash option is will purchase a total of $40.0 MM in principal amount oversubscribed? of the old notes for cash and will exchange the balance of the tendered notes for new 9% notes ($500 of new 9% notes for each $1,000 of old notes tendered). All holders who elect the cash option will be treated on a pro rata basis. When will the The extent to which the cash option is proration of the oversubscribed, if at all, and any resulting cash option be proration due to oversubcription will not be determined? determined until after the expiration of the offer. Can holders split Yes. Holders may elect to tender a portion of their their notes up old notes for either the cash option, the new 9% note between the three option, the new 10% note option, or any combination options? thereof. Do holders have No. Holders may elect to tender a portion of their to tender all of old notes in the exchange offer. However, the their old notes to exchange offer is conditioned upon the tender of at participate? least 95% principal amount of the old 6.75% notes. How will the new The notes will rank, in order of payment from most notes rank with senior to most junior, as follows: respect to each other and the - First, the new 9% senior subordinated notes; remaining old notes? - Next, the new 10% subordinated notes; - Finally, any remaining old 6.75% junior subordinated notes. Will the new The new 9% notes will have numerous protective notes have any covenants, some of which will also be included covenants? in the new 10% notes. The old notes have less protective covenants than the new notes. For a more complete description, please refer to the registration statement filed by Danka on February 20, 2001 with the SEC. Will the notes Yes. Both the new notes and the old notes will rank rank subordinate subordinate in right of payment to all bank debt and to bank debt? other secured obligations of Danka, including the TROL. Will the new The Company will apply to have the new notes listed notes be listed on on the Luxembourg Stock Exchange. any exchange? Can tenders of Yes. Tenders of old notes can be withdrawn at any old notes be time prior to the Expiration Date. withdrawn? Who can we call Andrew Karp with questions? Banc of America Securities LLC Collect: (704) 388-4813 Toll Free: (888) 292-0070 - -------------------------------------------------------------------------------- BAS High Yield Special Products -----END PRIVACY-ENHANCED MESSAGE-----