Séché Environnement Announces Offering of Sustainability-Linked Senior Notes
25 October 2021 - 5:00PM
Business Wire
Regulatory News:
Séché Environnement S.A. (Paris:SCHP):
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN
OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO
Séché Environnement S.A. (“Séché Environnement” and
together with its consolidated subsidiaries, the “Group”)
today announces that it has launched an offering (the
“Offering”) of €300,000,000 in aggregate principal amount of
sustainability-linked senior notes due 2028 (the “Notes”).
Séché Environnement intends to use the gross proceeds from the
Offering (i) to refinance certain of the Group’s indebtedness, (ii)
for general corporate purposes and (iii) to pay fees and expenses
to be incurred in connection with the Offering.
Cautionary statement
The Notes will be offered only outside the United States to
non-U.S. persons in offshore transactions pursuant to Regulation S
under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), subject to prevailing market and other
conditions. There is no assurance that the Offering will be
completed or, if completed, as to the terms on which it is
completed. The Notes to be offered 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 unless pursuant to an applicable exemption from the
registration requirements of the Securities Act and any other
applicable securities laws. This press release does not constitute
an offer to sell or the solicitation of an offer to buy the Notes,
nor shall it constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
(“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), 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 Regulation (EU) 2017/1129 (as amended, the
“Prospectus Regulation”).
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor (as defined above) in the United
Kingdom. The expression “retail investor” in relation to the United
Kingdom means a person who is one (or more) of the following: (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 Financial
Services and Markets Act 2000 and any rules or regulations made
thereunder to implement Directive (EU) 2016/97, 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 it
forms part of domestic law by virtue of the EUWA.
This announcement does not constitute and shall not, in any
circumstances, constitute a public offering nor an invitation to
the public in connection with any offer within the meaning of the
Prospectus Regulation or otherwise.
The offer and sale of the Notes will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus for offers of securities.
In the United Kingdom, this announcement is directed only at (i)
persons having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”), or (ii) high net worth entities falling within
Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it
would otherwise be lawful to distribute them, all such persons
together being referred to as “Relevant Persons.” The Notes are
only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such Notes will be engaged
in only with, Relevant Persons.
MiFID II professionals/ECPs-only/ No PRIIPs KID – Manufacturer
target market (MIFID II product governance) is eligible
counterparties and professional clients only (all distribution
channels). No PRIIPs key information document (KID) has been
prepared as not available to retail investors in EEA.
UK MIFIR professionals/ECPs-only/ No UK PRIIPS KID –
Manufacturer target market (UK MIFIR product governance) is
eligible counterparties and professional clients only (all
distribution channels). No UK PRIIPs key information document (KID)
has been prepared as not available to retail investors in the
United Kingdom.
Neither the content of Séché Environnement’s website nor any
website accessible by hyperlinks on Séché Environnement’s website
is incorporated in, or forms part of, this announcement. The
distribution of this announcement into certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
Forward-looking statements
This press release may include forward-looking statements. These
forward- looking statements can be identified by the use of
forward-looking terminology, including the terms “believes”,
‟estimates”, ‟anticipates”, “expects”, “intends”, “may”, “will” or
“should” or, in each case, their negative, or other variations or
comparable terminology. These forward-looking statements include
all matters that are not historical facts and include statements
regarding Séché Environnement’s or its affiliates’ intentions,
beliefs or current expectations concerning, among other things,
Séché Environnement’s or its affiliates’ results of operations,
financial condition, liquidity, prospects, growth, strategies and
the industries in which they operate. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Readers are cautioned that forward-looking
statements are not guarantees of future performance and that Séché
Environnement’s or its affiliates’ actual results of operations,
financial condition and liquidity, and the development of the
industries in which they operate may differ materially from those
made in or suggested by the forward- looking statements contained
in this press release. In addition, even if Séché Environnement’s
or its affiliates’ results of operations, financial condition and
liquidity, and the development of the industries in which they
operate are consistent with the forward-looking statements
contained in this press release, those results or developments may
not be indicative of results or developments in subsequent
periods.
The forward-looking statements and information contained in this
announcement are made as of the date hereof and Séché Environnement
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.
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