Boparan Holdings Limited announces pricing of senior notes offering

27 August 2014

Boparan Holdings Limited announces pricing of senior notes offering

Boparan Holdings Limited (the “Company”), today announced that its wholly-owned subsidiary, Boparan Finance plc (the “Issuer”) has successfully completed the pricing of its offering of £250 million aggregate principal amount of senior notes due 2019 (the “2019 Sterling Notes”), £330 million aggregate principal amount of senior notes due 2021 (the “2021 Sterling Notes) and €300 million aggregate principal amount of senior notes due 2021 (the “2021 Euro Notes”, and together with the 2019 Sterling Notes and the 2021 Sterling Notes, the “Notes”).

Interest on the 2019 Sterling Notes will accrue at the rate of 5.25% per annum, interest on the 2021 Sterling Notes will accrue at the rate of 5.50% per annum, and interest on the 2021 Euro Notes will accrue at the rate of 4.375% per annum. Closing and funding are expected to take place on or about 7 July 2014, subject to customary conditions precedent for similar transactions.

The Notes will be senior obligations of the Issuer, and will be guaranteed on a senior basis by the Company’s immediate parent company and certain of the parent’s subsidiaries, including the Company. Interest will be payable semi-annually.

The Issuer intends to use the proceeds of the offering of the Notes to repurchase all of its outstanding €340 million aggregate principal amount of 9.75% Senior Notes due 2018 and £400 million aggregate principal amount of 9.875% Senior Notes due 2018 (together, the “Existing Notes”). On 23 June 2014, the Issuer announced a tender offer to repurchase any and all of the Existing Notes, and also issued a notice to redeem all of the Existing Notes upon their applicable optional redemption terms, as set forth in the indenture governing the Existing Notes, plus accrued interest.  Each of the tender offer and the redemption of the Existing Notes are conditioned upon the completion of the offering of the new Notes.

The Notes are being offered to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and outside the United States in accordance with Regulation S under the Securities Act. Any offers of the Notes will be made only by means of the offering memorandum. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the foregoing Notes or Existing Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or country.

Certain statements in this release that are neither reported financial results nor other historical information are forward-looking statements. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors, that could cause actual results and company plans and objectives to differ materially from those expressed or implied in the forward-looking statements (or from past results). Such risks, uncertainties and factors include, but are not limited to, the impact of global economic conditions. Neither the Issuer nor the Company undertakes any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information or future events or circumstances or otherwise.

In member states of the EEA, this announcement and any offer of securities if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). Any person in the EEA who acquires securities in any offer of securities (an "investor") or to whom any offer of securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other Member States (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the Company or the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. The Company, the Issuer and others will rely upon the truth and accuracy of the foregoing representations and agreements. This press release shall not be considered an "offer of securities to the public" for purposes of the Luxembourg law on prospectus for public offering dated 10 July 2005 or give rise to or require the publication of a prospectus in any EU member state which has implemented the Prospectus Directive.

Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("relevant persons"). The investment or investment activity to which this announcement relates is only available to and will only be engaged with relevant persons and person who receive this announcement who are not relevant persons should not rely or act upon it.