REG - SIG PLC - Final Result of the Tender Offer – Existing Notes

SIGAnnouncement

23/10/2024 10:15

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RNS Number : 3057J  SIG PLC  23 October 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO, OR TO ANY PERSON LOCATED AND/OR RESIDENT IN ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

 

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.

 

23 October 2024

 

LEI: 213800VDC1BKJEZ8PV53

 

SIG plc

 

Final Result of the Tender Offer - Existing Notes

 

SIG plc (the "Company", and together with its subsidiaries, the "Group") today
announces the final results of its invitation to eligible holders of its
outstanding €300.0 million 5.25% senior secured notes due 2026 (ISIN:
XS2404291010 (Regulation S); ISIN: XS2404291366 (Rule 144A)) (the "Existing
Notes") to tender any and all of their outstanding Existing Notes for purchase
at par by the Company (such invitation, the "Tender Offer").

The Tender Offer was announced on 14 October 2024 and was made on the terms
and subject to the conditions contained in a tender offer memorandum dated 14
October 2024 (the "Tender Offer Memorandum") prepared by the Company, and
subject to the offer restrictions set out below and as more fully described in
the Tender Offer Memorandum. The Tender Offer is conditional upon, among other
things, the successful settlement of the offering of €300,000,000 of 9.75%
fixed rate senior secured notes due 2029 (the "New Notes"). The successful
pricing of the New Notes was announced on 18 October, and their issue is
expected to close on or about 25 October 2024, upon satisfaction of certain
customary conditions.

 

Summary of the Tender Offer

 Description of the Existing Notes                   ISIN /                                  Maturity Date     Principal Amount Outstanding  Purchase Price*                                     Amount Subject to the Offer

Common Code
 €300,000,000 5.25% Senior Secured Notes due 2026    Regulation S: XS2404291010 / 240429101  30 November 2026  €300,000,000                  €1,000 per €1,000 in principal amount of Notes      Any and all

                                                     Rule 144A: XS2404291366/ 240429136

 

* The amount that will be paid to each Noteholder on the Payment Date for the
Existing Notes accepted for purchase will be an amount of €1,000 per
€1,000 principal amount of the Existing Notes, together with any accrued and
unpaid interest on the relevant Existing Notes from (and including) the
immediately preceding interest payment date for the Existing Notes up to (but
excluding) the Payment Date.

 

The Tender Offer expired at 5:00 p.m. (New York City time) on 22 October 2024.
The Company hereby informs the Noteholders that, as of the Expiration Time,
the aggregate principal amount of Existing Notes validly tendered and not
withdrawn is €286,542,000 ("Tendered Notes").

 

The Company intends to accept all such Tendered Notes subject to the
satisfaction of the conditions to the Tender Offer. The settlement date is
expected to occur on 25 October 2024.

 

Following settlement of the Tender Offer, Existing Notes repurchased pursuant
to the Tender Offer will be cancelled, and the remaining principal amount of
the Notes outstanding is expected to be €13,458,000.

.

Capitalised or other defined terms used, but not defined in this announcement
have the same meanings as given to them in the Tender Offer Memorandum.

Further Information

 

Questions and requests for assistance in connection with the Tender Offer may
be directed to the Dealer Managers and to the Information and Tender Agent,
the contact details for which are set out below:

 

 DEALER MANAGERS
 HSBC Bank plc

 8 Canada Square

 London E14 5HQ

 United Kingdom

 Telephone: +44 20 7992 6237

 Email: LM_EMEA@hsbc.com

 Attention: Liability Management, DCM

 Barclays Bank PLC                                     BNP PARIBAS

 1 Churchill Place                                     16 Boulevard des Italiens

 London E14 5HP                                        Paris 75009

 United Kingdom                                        France

 Telephone: +44 (0) 20 3134 8515                       Telephone: +33 1 55 77 78 94

 Email: eu.lm@barclays.com                             Email: liability.management@bnpparibas.com

 Attention: Liability Management Group                 Attention: Liability Management Group

 Lloyds Bank Corporate Markets plc                     NatWest Markets Plc

 10 Gresham Street                                     250 Bishopsgate

 London EC2V 7AE                                       London EC2M 4AA

 United Kingdom                                        United Kingdom

 Telephone: +44 (0) 20 7158 1719/1726                  Telephone: +44 20 7678 5222

 Email: LBCMLiabilityManagement@lloydsbanking.com      Email: NWMLiabilityManagement@natwestmarkets.com

 Attention: Liability Management, Commercial Banking   Attention: Liability Management

 INFORMATION AND TENDER AGENT
 Kroll Issuer Services Limited
 The Shard

32 London Bridge Street

London SE1 9SG

 Telephone: +44 20 7704 0880

Attention: Jacek Kusion

Email: sig@is.kroll.com

Tender Offer Website: https://deals.is.kroll.com/sig
 (https://deals.is.kroll.com/sig)

 

Important Notice

 

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.

 

Neither this announcement nor the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Existing Notes in any circumstances in which such offer is
unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Tender Offer to be made by a licensed broker or dealer, the Tender
Offer will be deemed to be made on behalf of the Company by one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
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 New 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 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") or ; (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. 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"); or (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. 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.

 

 

Contacts

 

 SIG plc                                       +44 (0) 114 285 6300 / ir@sigplc.com
 Gavin Slark       Chief Executive Officer
 Ian Ashton        Chief Financial Officer
 Sarah Ogilvie     Head of Investor Relations
 FTI Consulting
 Richard Mountain                               +44 (0) 20 3727 1340

 

 

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