27 August 2014
Boparan Holding Limited announces senior notes offering
Boparan Holdings Limited (the “Company”), today announced that its wholly-owned subsidiary, Boparan Finance plc (the “Issuer”), is offering £800 million (equivalent) of senior notes, comprising sterling-denominated senior notes due 2019, sterling-denominated senior notes due 2021 and euro denominated senior notes due 2021 (the “Notes”).
The Notes will be senior obligations of the Issuer and will be guaranteed on a senior basis by the Company and certain of its subsidiaries. Interest will be payable semi-annually. The interest rate, offering price and other terms will be determined at the time of pricing of the offering, subject to market conditions. The Company and the Issuer have prepared an offering memorandum which will be made available to selected prospective purchasers of the Notes. In addition to the offering of the Notes, the company has also signed commitments for a super senior revolving credit facility for an initial amount of up to £60 million.
The Company intends to use the proceeds of the offering to repurchase all of its outstanding €340 million in aggregate principal amount of 9.75% Euro Senior Notes due 2018 and £400 million in aggregate principal amount of 9.875% Sterling Senior Notes due 2018 (together, the “Existing Notes”). The Company intends to announce a tender offer to repurchase any and all of the Existing Notes, and will also issue 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 will be 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, 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. The company undertakes no 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 of a prospectus pursuant to Article 3 of the Prospectus Directive. The Company 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.