TIDMDRX
RNS Number : 7984K
Drax Group PLC
13 April 2018
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO
AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE
LAW. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS RELEASE.
13 April 2018
DRAX GROUP PLC
(Symbol: DRX)
Pricing of offering of senior secured notes due November 2025 to
redeem in full senior secured floating rate notes due May 2022
On 12 April 2018, Drax Group plc's ("Drax") indirect wholly
owned subsidiary, Drax Finco plc, priced its offering (the
"Offering") of U.S. dollar denominated senior secured notes due
November 2025 (the "Notes"), in an aggregate principal amount of
$300.0 million.
The Notes will bear interest at an interest rate of 6.625 per
cent. per annum and will be issued at 100 per cent. of their
nominal value.
The purpose of the Offering is to extend the maturity date of
Drax's senior debt at an attractive fixed rate (the all-in rate of
the new indebtedness being lower than the rate specified above when
taking into account currency hedging arrangements put in place to
satisfy Drax Finco plc's underlying debt service obligations).
The proceeds from the offering of the Notes will be used to
redeem in full Drax Finco plc's outstanding senior secured floating
rate notes due May 2022 on or about 1 May 2018 as described in its
notice of conditional redemption, to pay related fees and expenses
of the Offering and the redemption including underwriting fees and
commissions, professional fees and other associated transaction
costs as well as the applicable redemption premium and accrued and
unpaid interest to the date of redemption and for general corporate
purposes. There can be no assurance that the Offering will be
completed or that the redemption will be completed.
Enquiries:
Drax Investor Relations:
Mark Strafford
+44 (0) 1757 612 491
Media:
Drax External Communications:
Ali Lewis
+44 (0) 1757 612 165
Website: www.drax.com
Cautionary Statement
This release is for information purposes only and does not
constitute a prospectus or any offer to sell or the solicitation of
an offer to buy any security in the United States of America or in
any other jurisdiction. Securities may not be offered or sold in
the United States of America absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). The Notes will be offered in a private
offering exempt from the registration requirements of the
Securities Act and will accordingly be offered only to (i)
qualified institutional buyers pursuant to Rule 144A under the
Securities Act and (ii) certain non-U.S. persons outside the United
States in compliance with Regulation S under the Securities Act. No
indebtedness incurred in connection with any other financing
transactions will be registered under the Securities Act.
This communication is directed only 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 persons who are outside the United Kingdom, and (iv) are
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) in connection with the issue or sale
of any notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as
"relevant persons"). Any investment activity to which this
communication relates will only be available to, and will only be
engaged in with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its
contents.
This announcement is not a public offering in the Grand Duchy of
Luxembourg or an offer of securities to the public in any European
Economic Area member state that has implemented Directive
2003/71/EC, and any amendments thereto (together with any
applicable implementing measures in any member state, the
"Prospectus Directive").
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 the Notes are not available to retail
investors in the European Economic Area.
Forward Looking Statements
This release includes forward-looking statements within the
meaning of the securities laws of certain applicable jurisdictions.
These forward-looking statements can be identified by the use of
forward-looking terminology, including, but not limited to, terms
such as "aim", "anticipate", "assume", "believe", "continue",
"could", "estimate", "expect", "forecast", "guidance", "intend",
"may", "outlook", "plan", "predict", "project", "should", "will" or
"would" or, in each case, their negative, or other variations or
comparable terminology. These forward-looking statements include,
but are not limited to, all statements other than statements of
historical facts and include statements regarding Drax's
intentions, beliefs or current expectations concerning, among other
things, Drax's future financial conditions and performance, results
of operations and liquidity, strategy, plans, objectives,
prospects, growth, goals and targets, future developments in the
markets in which Drax participate or are seeking to participate,
and anticipated regulatory changes in the industry in which Drax
operate. By their nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors 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 are based
on numerous assumptions. Given these risks and uncertainties,
readers should not rely on forward looking statements as a
prediction of actual results.
ANNEX A
NOTICE OF CONDITIONAL REDEMPTION
Drax Finco plc
Senior Secured Floating Rate Notes due 2022
ISIN Numbers: XS1602281724* (Rule 144A) and XS1602281567*
(Regulation S)
Common Codes: 160228172* (Rule 144A) and 160228156* (Regulation
S)
NOTICE IS HEREBY GIVEN that in accordance with Sections 3.03 and
13.01 of the indenture dated as of May 5, 2017 (as heretofore
amended, supplemented or otherwise modified, the "Indenture") among
Drax Finco plc, a public limited company incorporated under the
laws of England and Wales (the "Company"), BNY Mellon Corporate
Trustee Services Limited, as trustee (the "Trustee"), The Bank of
New York Mellon, acting through its London Branch, as paying agent
(the "Paying Agent") and calculation agent, The Bank of New York
Mellon SA/NV, acting through its Luxembourg Branch, as registrar
and transfer agent, and Deutsche Bank AG, London Branch, acting
through its London Branch, as security agent, the Company has
elected to redeem (subject to satisfaction or waiver of the
condition described below) (the "Redemption") all of its
outstanding GBP200,000,000 Senior Secured Floating Rate Notes due
2022 (the "Floating Rate Notes") on the Redemption Date (as defined
below). The Redemption Price (as defined below) will be paid to
holders of record as of the Record Date (as defined below).
Capitalized terms used but not otherwise defined herein have the
meanings ascribed to such terms in the Indenture.
1. The redemption date for the Floating Rate Notes shall be,
subject to the satisfaction or waiver of the Refinancing Condition
(as defined below), May 1, 2018, provided that if the Refinancing
Condition shall not have been satisfied or waived by April 30,
2018, the redemption date for the Floating Rate Notes shall be the
Business Day immediately following the satisfaction or waiver of
the Refinancing Condition (the "Redemption Date"). The Redemption
Date, if such date occurs, will not occur later than June 10,
2018.
2. The redemption price payment will be made in accordance with
paragraph 5 (Optional Redemption) of the Floating Rate Notes. The
redemption price (the "Redemption Price") will be equal to:
-- 101.000% of the principal amount of the Floating Rate Notes to be redeemed, plus
-- Additional Amounts, if any, and, if the Redemption Date is
after May 1, 2018, accrued and unpaid interest from May 1, 2018 to,
but not including, the Redemption Date.
If the Redemption Date is May 1, 2018, accrued and unpaid
interest on the Floating Rate Notes from February 1, 2018 to, but
not including, the Redemption Date shall be paid on May 1, 2018 to
holders of record on April 15, 2018.
3. If the Redemption Date is May 1, 2018, the record date will
be April 15, 2018, and if the Redemption Date is after May 1, 2018,
the record date will be the Business Day immediately preceding the
Redemption Date (in each case, the "Record Date").
4. The Floating Rate Notes must be surrendered to the Paying
Agent, to collect the Redemption Price. Payment of the Redemption
Price will be made on or after the Redemption Date upon
presentation and surrender of the Floating Rate Notes at the
following address:
The Bank of New York Mellon
One Canada Square
London E14 5AL
5. On the Redemption Date, assuming satisfaction or waiver of
the Refinancing Condition (as defined below), the Redemption Price
will become due and payable upon each Floating Rate Note. Unless
the Company defaults in making the redemption payment, interest on
the Floating Rate Notes will cease to accrue on and after the
Redemption Date and the only remaining right of Holders will be to
receive payment of the Redemption Price in respect of the redeemed
amount.
6. The redemption of the Floating Rate Notes is being effected
pursuant to paragraph 5 (Optional Redemption) of the Floating Rate
Notes and in accordance with Article Three of the Indenture.
7. The Company's obligation to redeem any of the Floating Rate
Notes on the Redemption Date is conditioned upon the completion of
one or more financing transactions by the Company for the purpose
of redeeming the Floating Rate Notes that are reasonably
satisfactory to the Company in its discretion and result in
aggregate net proceeds to the Company in a sufficient quantity,
together with cash on hand, to pay the Redemption Price (as defined
above) for the Floating Rate Notes, including applicable premium,
in full, and to pay all related expenses in respect of the
Redemption on or prior to the Redemption Date (the "Refinancing
Condition"). Accordingly, none of the Floating Rate Notes shall be
deemed due and payable on the Redemption Date unless and until the
Refinancing Condition is satisfied or waived by the Company. The
Company will inform Holders of Floating Rate Notes, the Trustee and
the Paying Agent by press release at least one Business Day prior
to the Redemption Date as to whether the Refinancing Condition will
be satisfied or waived. If the Refinancing Condition is not
satisfied or waived, any Floating Rate Notes previously surrendered
to the Paying Agent shall be returned to the Holders thereof.
NOTICE: The Paying Agent will withhold under the U.S. backup
withholding rules the statutorily prescribed rate of any payment
that is made upon redemption of a Floating Rate Note unless the
Holder, when presenting the Floating Rate Notes, delivers a
properly completed IRS Form W-9 or an applicable IRS Form W-8, or
the Holder otherwise establishes an exemption from such backup
withholding.
Drax Finco plc
Date: April 13, 2018
*These ISIN and Common Code numbers are included solely for the
convenience of the holders. Neither the Trustee, the Company nor
the Paying Agent shall be responsible for the selection or use of
any ISIN or Common Code number, nor is any representation made as
to its correctness or accuracy on any Floating Rate Note or as
referred to in any redemption notice.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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