NOT FOR PUBLICATION, DISTRIBUTION OR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 END OF THIS RELEASE.
16 April 2024
Drax Group plc
(LSE: DRX)
("the
Company")
Fixed income investor
calls
Drax Finco plc, a subsidiary of Drax Group plc,
has mandated certain banks acting as joint bookrunners to arrange a
series of fixed income investor calls on 16 and 17 April
2024.
An offering (the "Offering") of €300,000,000 five-year
Senior Secured Notes (the "Notes") may follow, subject to market
conditions.
If the Offering proceeds, we intend to use the
expected gross proceeds (i) for general corporate purposes, which
may include the repayment of indebtedness, and (ii) to pay
estimated fees and expenses of the Offering, including Initial
Purchasers' fees and commissions, professional fees and other
associated transaction costs.
There can be no assurance that the Offering will
proceed or will be completed.
Enquiries:
Drax Investor Relations: Mark
Strafford
mark.strafford@drax.com
+44 (0) 7730 763 949
Media:
Drax External Communications: Andy
Low
andrew.low@drax.com
+44 (0) 7841 068 415
Website: www.drax.com
Cautionary
Statement
This release is being issued pursuant to Rule
135c under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and 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. The Notes have not been and will not be registered
under the Securities Act, and may not be offered or sold in the
United States of America absent registration or an exemption from
registration under the Securities Act. If the Offering proceeds,
the Notes and related guarantees will be offered in a private
offering exempt from the registration requirements of the
Securities Act and will accordingly be offered only to non-U.S.S
persons, in offshore transactions, as defined in and in reliance on
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, or (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 under Regulation (EU) 2017/1129, and any amendments
thereto.
If the Offering proceeds, 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 (the "EEA") or in the United Kingdom (the
"UK"). 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 Article
4(1) of MiFID II; (ii) a customer within the meaning of 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 Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently
no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA or in the UK
will be prepared. Offering or selling the Notes or otherwise making
them available to any retail investor in the EEA or in the UK may
be unlawful under the PRIIPs Regulation. Any offer of Notes in any
Member State of the EEA or in the UK will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
publish a prospectus for offers of Notes.
If the Offering proceeds, the Manufacturer
target market (MiFID II product governance) will be eligible
counterparties and professional clients only (all distribution
channels).
In connection with any issuance of the Notes, a
stabilising manager (or person(s) acting on behalf of such
stabilising manager) may over-allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action
may begin on or after the date on which adequate public disclosure
of the terms of the offer of the Notes is made and, if begun, may
be ended at any time, but it must end no later than 30 days after
the date on which the issuer received the proceeds of the issue, or
no later than 60 days after the date of the allotment of the Notes,
whichever is earlier. Any stabilisation action or over-allotment
must be conducted by the stabilising manager (or person(s) acting
on behalf of the stabilising manager) in accordance with all
applicable laws and rules.
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 the Company's intentions, beliefs or current
expectations concerning, among other things, the Company'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 the
Company participates or is seeking to participate, and anticipated
regulatory changes in the industry in which the Company operates.
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.
END