Arrow Global Group PLC Issue of Debt (7466I)
02 September 2016 - 1:19AM
UK Regulatory
TIDMARW
RNS Number : 7466I
Arrow Global Group PLC
01 September 2016
FOR IMMEDIATE RELEASE
1 September 2016
Arrow Global Group PLC
Pricing of Offering of GBP220 Million Senior Secured Notes Due
2024
Arrow Global Group PLC (together with its subsidiaries, "Arrow
Global") today announced that Arrow Global Finance plc, its
indirect wholly-owned subsidiary, has priced its offering of GBP220
million in aggregate principal amount of senior secured notes due
2024 (the "2024 Notes"). The 2024 Notes were offered at an issue
price of 100%.
The 2024 Notes will bear interest at a rate per annum equal to
5.125% per year. Interest on the 2024 Notes will be paid
semi-annually in arrears on March 15 and September 15 of each year,
beginning on March 15, 2017. The 2024 Notes are expected to be
issued on September 9, 2016.
The 2024 Notes will be guaranteed by Arrow Global Guernsey
Holdings Limited, an indirect wholly-owned subsidiary of Arrow
Global Group PLC, and certain of its subsidiaries. The net proceeds
from the offering, together with cash on hand, are proposed to be
used to fund the redemption of all of Arrow Global Finance plc's
outstanding GBP220 million 7.875% senior secured notes due 2020
(the "2020 Notes").
The effect of the issue of the 2024 Notes and the redemption of
the 2020 Notes will be to extend the maturity profile of Arrow
Global's debt and reduce its ongoing interest costs. In addition to
the fees and expenses associated with this transaction, Arrow
Global expects to incur approximately GBP15.1 million of one-off
costs in relation to this transaction, of which GBP8.7 million is a
cash cost related to the call premium and GBP6.4 million is a
non-cash cost related to the write-off of transaction fees in
relation to the 2020 Notes. These costs are expected to be tax
deductible. Following this transaction, Arrow Global will exercise
an option to extend its GBP180 million multi-currency revolving
credit facility dated July 29, 2016 (the "Revolving Credit
Facility") to July 31, 2021. Arrow Global expects the weighted
average maturity of its debt will be 6.3 years and the weighted
average cost of its debt will be 5.08%, with GBP162 million
available for borrowing under its Revolving Credit Facility as at
August 24, 2016.
ENQUIRIES:
Arrow Global
------------------------- ---------------
Tom Drury, Group CEO
------------------------- ---------------
Robert Memmott, Group +44 (0)161 242
CFO 5896
------------------------- ---------------
Alex Barnett, Corporate
Communications
------------------------- ---------------
Instinctif
------------------------- ---------------
+44 (0)20 7457
Mike Davies 2020
------------------------- ---------------
Giles Steward
------------------------- ---------------
* * *
The offering is being made by means of an offering memorandum.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy the 2024 Notes or any other
security and shall not constitute an offer, solicitation or sale in
the United States or in any jurisdiction in which, or to any
persons to whom, such offering, solicitation or sale would be
unlawful.
The 2024 Notes and the related guarantees have not been, and
will not be, registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act. Accordingly, the 2024 Notes and the related
guarantees are being offered and sold in the United States only to
qualified institutional buyers in accordance with Rule 144A under
the Securities Act and outside the United States in accordance with
Regulation S under the Securities Act. There is no assurance that
the offering will be completed.
Promotion of the 2024 Notes in the United Kingdom is restricted
by the Financial Services and Markets Act 2000 (the "FSMA"), and
accordingly, the 2024 Notes are not being promoted to the general
public in the United Kingdom. This announcement is only addressed
to and directed at persons who (i) 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 "Order"), (ii) are persons falling within
Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the Order, (iii) are outside the United
Kingdom or (iv) are persons to whom an invitation or inducement to
engage in investment activity (within the meaning of section 21 of
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"). The 2024 Notes will only be available to relevant
persons and this announcement must not be acted on or relied on by
anyone who is not a relevant person.
In addition, if and to the extent that this announcement is
communicated in, or the offer of securities to which it relates is
made in, any EEA member state that has implemented Directive
2003/71/EC (together with any applicable implementing measures,
including Directive 2010/73/EC, in any member state, the
"Prospectus Directive"), this announcement and the offering of any
securities described herein are only addressed to and directed at
persons in that member state who are "qualified investors" within
the meaning of Article 2(1)(e) of the Prospectus Directive and must
not be acted on or relied on by other persons in that member state.
This announcement does not constitute a prospectus within the
meaning of the Prospectus Directive or an offer to the public and,
in particular, 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.
This announcement contains certain forward-looking statements
with respect to certain of Arrow Global's current expectations and
projections about future events, including in relation to the
amount of the offering. These statements, which sometimes use words
such as "intend," "proposed," "plan," "expect," and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions
(including the completion of the transactions described in this
announcement) that could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. The
information contained in this announcement is subject to change
without notice and, except as required by applicable law, Arrow
Global does not assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained
in it. Readers should not place undue reliance on forward-looking
statements, which speak only as at the date of this announcement.
No statement in this announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings or other
measures of performance of Arrow Global for the current or future
financial years will necessarily match or exceed the historical or
published earnings or other measures of performance of Arrow
Global.
Neither the content of Arrow Global's website nor any website
accessible by hyperlinks on Arrow Global's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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