April 12, 2024
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
SYNTHOMER PLC
PRICING OF SENIOR NOTES
Synthomer plc ("Synthomer") today announces that it
has priced its offering (the "Offering") of €350 million in
aggregate principal amount of senior notes due 2029 (the "Notes")
at a coupon of 7⅜%.
The Notes will be unconditionally guaranteed by
certain of Synthomer's subsidiaries. Synthomer intends to use the
proceeds from this Offering, together with cash on balance sheet,
to (i) repurchase or redeem certain of its existing 3⅞% senior
notes due 2025 (the "Existing Notes") and (ii) pay certain costs,
expenses and fees relating to the Offering.
The Offering is expected to close on or about April
18, 2024, subject to customary conditions precedent for similar
transactions.
Lily Liu, Synthomer plc Chief Financial Officer,
commented: "We are very pleased with the substantial support for
this transaction, which represents another major milestone in
improving our financial platform, and puts Synthomer in a stronger
position to deliver our strategy."
Cautionary
Statement
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 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 prior to registration or qualification under the
securities laws of any jurisdiction.
The Notes have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or the securities laws of any state or other jurisdiction of
the United States, and may not be offered or sold within the United
States, or to, or for the account or benefit of, U.S. persons,
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state or local securities laws. Accordingly, the Notes
are being offered and sold in the United States only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act and to non-U.S. persons outside the United States in
accordance with Regulation S under the Securities Act.
Promotion of the Notes in the United Kingdom is
restricted by the Financial Services and Markets Act 2000 (the
"FSMA"), and accordingly, the 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) are outside the United
Kingdom, (ii) have professional experience in matters relating to
investments (being investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion
Order")), (iii) fall within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the
Financial Promotion Order, or (iv) to the extent that doing so does
not prejudice the lawful distribution of the announcement to the
foregoing, 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 Notes may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). The 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. No key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "EUWA")
(the "UK PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the UK has
been prepared and, therefore, offering or selling the Notes or
otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation. Any offer of the
Notes in the UK will be made pursuant to an exemption under
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA from a requirement to publish a prospectus for
offers of securities.
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 Regulation (EU) 2017/1129 (as amended), and any
relevant implementing measure in the relevant Member State of the
European Economic Area (the "Prospectus Regulation"). The offer and
sale of the Notes will be made pursuant to an exemption under the
Prospectus Directive, as implemented in Member States of the
European Economic Area, from the requirement to produce a
prospectus for offers of securities.
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.
This press release may include "forward looking
statements" within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934, as amended.
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 Synthomer or its affiliates' intentions, beliefs or
current expectations concerning, among other things, the
Offering.
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 Synthomer and its affiliates' actual
results of operations, financial condition and liquidity, and the
development of the industry 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
Synthomer or its affiliates' results of operations, financial
condition and liquidity, and the development of the industry in
which the Synthomer operates 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. Given these risks and uncertainties, you should
not rely on forward looking statements as a prediction of actual
results.
Statements of intent in this press release shall not
constitute a notice of redemption under the indenture governing
Synthomer's 3⅞% senior notes due 2025. Any such notice, if made,
will only be made in accordance with the provisions of the relevant
indenture.
