TIDMSHI
RNS Number : 4273R
SIG PLC
05 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.
5 November 2021
LEI: 213800VDC1BKJEZ8PV53
SIG plc
Pricing of EUR300,000,000 Senior Secured Notes
Further to the announcement of 1 November 2021, SIG plc (the
"Company", and together with its subsidiaries, the "Group") is
pleased to confirm that it has successfully priced the offering of
EUR300,000,000 of 5.25% fixed rate senior secured notes due 2026
(the "Notes").
The Company will use the net proceeds from the offering of the
Notes (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.
The Notes will be issued at par and will be guaranteed on a
senior secured basis by certain subsidiaries of the Company.
Interest on the Notes will be payable semi-annually in arrear. The
Offering is expected to close and the Notes are expected to be
issued on or about 18 November 2021, subject to customary
conditions precedent. The Notes are expected to be listed and
admitted to trading on the Official List of The International Stock
Exchange.
The Company is also pleased to confirm that, in conjunction with
the pricing of the Offering, it has entered into a new revolving
credit facility agreement that provides for aggregate borrowings of
up to an equivalent of GBP50,000,000 (the "New Revolving Credit
Facility") with a group of relationship banks, which initially will
be undrawn.
Steve Francis, Chief Executive Officer, commented:
"We are delighted with the response we have received from
investors. The success of this transaction enables us to refinance
our existing facilities well ahead of their maturity dates and on
more attractive terms. Together with our New Revolving Credit
Facility, the Notes further improve the Group's financial
flexibility by extending the maturity profile of the Group's
borrowings and increasing its available liquidity. This will
provide a strong base from which to drive forward our "Return to
Growth" strategy, which has delivered notable improvements in
growth and profitability to date, and which we are increasingly
confident will continue to deliver value for all stakeholders in
the near and longer term.
On behalf of the Board, I wish to thank our bond investors for
their support, and for the confidence they have shown in the
Group's strategy and outlook."
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.
This announcement may include "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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