TIDMSHI
RNS Number : 8153Q
SIG PLC
01 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, CANADA, JAPAN
OR AUSTRALIA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF SIG PLC.
1 November 2021
LEI: 213800VDC1BKJEZ8PV53
SIG plc
Proposed Refinancing Transactions
Proposed Refinancing Transactions
SIG plc (the "Company", and together with its subsidiaries, the
"Group") has made significant progress over the last eighteen
months under its "Return to Growth" strategy, demonstrated in
strong trading and improving profitability during 2021 to date. The
Group maintains a solid financial position, with a supportive
lender group, healthy liquidity, and financing facilities that
mostly mature in May 2023. Given the progress made, the Board has
been exploring options to evolve the Group's financing arrangements
in order to provide a platform to support its strategic growth
ambitions into the medium term.
In line with this approach, and in light of the continued
improvement in its operating performance, the Group today announces
that it has mandated bookrunners to carry out roadshows in
connection with a proposed offering (the "Offering") for an
aggregate principal amount of EUR300,000,000 senior secured notes
due 2026 (the "Notes"). The completion of the Offering will be
subject to market conditions and, if completed, the Company will
use the net proceeds from the Offering to: (i) repay its existing
private placement notes, (ii) repay its existing credit facilities
and cancel any commitments thereunder, and (iii) fund cash on the
Group's balance sheet for general corporate purposes.
Concurrent with the Offering, the Company further intends to
enter into a new revolving credit facility agreement that will
provide for aggregate borrowings of up to an equivalent of
GBP50,000,000 (the "New Revolving Credit Facility").
The Notes and the New Revolving Credit Facility will be
guaranteed on a senior secured basis by certain subsidiaries of the
Company. The interest rate and offering price of the Notes will be
determined at the time of pricing of the Offering, subject to
market conditions. An update will be provided in due course.
Further Information
A Company presentation with more detailed information about the
Group will be available later today via the Company's website at:
www.sigplc.com/investors .
Important Notice
This announcement does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in any jurisdiction
where such offer or solicitation is unlawful. The Notes and the
related guarantees have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the "U.S. Securities
Act"), or the securities laws of any state of the United States or
other jurisdiction, and therefore may not be offered or sold within
the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the U.S. Securities Act),
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities
Act and applicable securities laws of any state of the United
States or other jurisdiction.
Certain statements made in this announcement are
"forward-looking" statements within the meaning of applicable
securities laws. Any such projections or statements are based on
current expectations and assumptions and are subject to a number of
risks and uncertainties that could cause actual events or results
to differ materially from any expected future events or results
expressed or implied in these forward-looking statements. Persons
receiving this announcement should not place undue reliance on
forward-looking statements. The forward-looking statements and
information contained in this announcement are made as of the date
hereof and the Company undertakes no obligation to update publicly
or revise any forward-looking statements or information, whether as
a result of new information, future events or otherwise, unless so
required by applicable securities laws.
This announcement is directed only to: (i) persons who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order"); (ii) persons falling within Article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations, etc.")
of the Financial Promotion Order; (iii) persons outside the United
Kingdom; or (iv) persons to whom an invitation or inducement to
engage in investment activity within the meaning of Section 21 of
the Financial Services and Markets Act 2000 (the "FSMA") in
connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (all such
persons together being referred to as "Relevant Persons"). This
announcement is directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
This announcement has been prepared on the basis that no offer
of securities will be directed to retail investors in the European
Economic Area (the "EEA"). For these purposes, a "retail investor"
means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU, as
amended ("MiFID II"); (ii) a customer within the meaning of
Directive (EU) 2016/97, as amended (the "Insurance Distribution
Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II ; or (iii) not a qualified investor as defined in Article
2(e) of Regulation (EU) 2017/1129, as amended. Consequently, no key
information document required by Regulation (EU) No 1286/2014, as
amended (the "PRIIPs Regulation") for offering, selling or
distributing the securities referred to herein or otherwise making
them available to retail investors in the EEA has been prepared,
and, therefore, offering, selling or distributing the securities or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation .
This announcement has been prepared on the basis that no offer
of securities will be directed to retail investors in the United
Kingdom. For these purposes, a "retail investor" means a person who
is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA"); (ii) a customer within the meaning of the provisions
of the FSMA and any rules or regulations made under the FSMA to
implement the Insurance Distribution Directive, where that customer
would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA ; or (iii) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 as
amended and as it forms part of the UK domestic law by virtue of
the EUWA. Consequently, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA (the "UK PRIIPs Regulation") for offering,
selling or distributing the securities referred to herein or
otherwise making them available to retail investors in the United
Kingdom has been prepared and, therefore, offering, selling or
distributing the securities or otherwise making them available to
any retail investor in the United Kingdom may be unlawful under the
UK PRIIPs Regulation.
The person responsible for arranging the release of this
announcement on behalf of the Company is Andrew Watkins, Group
General Counsel & Company Secretary.
Enquiries
SIG plc
Steve Francis Chief Executive Officer +44 (0) 114 285 6300
Ian Ashton Chief Financial Officer
FTI Consulting
Richard Mountain +44 (0) 20 3727 1340
Peel Hunt LLP - Joint
broker to SIG
Mike Bell / Charles Batten +44 (0) 20 7418 8900
Jefferies International
Limited - Joint broker
to SIG
Ed Matthews / Will Soutar +44 (0) 20 7029 8000
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