TIDMVVO
RNS Number : 3630Z
Vivo Energy PLC
18 September 2020
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF VIVO ENERGY INVESTMENTS B.V. NOT FOR
RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE UNITED
STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
18 September 2020
Vivo Energy plc
LSE: VVO / JSE: VVO
Announcement of the pricing of $350 million senior notes
Vivo Energy Investments B.V., a subsidiary of Vivo Energy plc, a
leading distributor and retailer of Shell- and Engen-branded fuels
and lubricants in Africa, today announces that it has priced its
offering (the "Offering") of $350 million senior notes due 2027
guaranteed on a senior unsecured basis by Vivo Energy plc and Vivo
Energy Holding B.V. (the "Notes"). The Notes will bear interest at
an annual rate of 5.125% and they will be issued at their nominal
value. The Notes are expected to be issued on 24 September 2020 and
are rated Baa3, BB+ and BB+ by Moody's Investors Services, S&P
and Fitch, respectively.
There will be no public offering of the Notes. The Notes will be
offered and sold only to qualified institutional buyers in
accordance with Rule 144A under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act") and outside the United States
in accordance with Regulation S under the U.S. Securities Act.
Important notice
This announcement does not constitute an invitation to
participate in the Offering in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such Offering or for
there to be such participation under applicable securities laws and
regulations. The distribution of this announcement in certain
jurisdictions may be restricted by laws and regulations. Persons
into whose possession this announcement comes are required to
inform themselves about and to observe any such restrictions.
This announcement is not an offer of securities for sale in the
United States. Securities may not be offered or sold in the United
States absent registration or an exemption from registration under
the Securities Act. The offering of Notes described in this
announcement and any related guarantees have not been and will not
be registered under the Securities Act. There will be no public
offering of these securities in the United States.
This announcement is only being distributed to, and is only
directed at, persons in South Africa who: (i) fall within one of
the specified categories listed in section 96(1)(a) of the South
African Companies Act, 71 of 2008 ("South African Companies Act");
(ii) acquire, as principal, Notes for a total acquisition price of
R1,000,000 or more, as contemplated in section 96(1)(b) of the
South African Companies Act, and (iii) would not result in the
Offering being, in any manner, construed as an "offer to the
public" as contemplated in the South African Companies Act ("South
African Qualifying Investors"). Accordingly: (i) the Offering is
not an "offer to the public" as contemplated in the South African
Companies Act; (ii) neither this announcement nor any other
documentation or materials relating to the Offering constitute, or
is intended to constitute, a "registered prospectus" or
"advertisement", as contemplated by the South African Companies
Act; and (iii) no prospectus has been, or will be, filed with the
South African Companies and Intellectual Property Commission. The
information contained in this announcement constitutes factual
information as contemplated in section 1(3)(a) of the South African
Financial Advisory and Intermediary Services Act, 37 of 2002 (the
"FAIS Act"), as amended, and should not be construed as an express
or implied recommendation, guide or proposal that any particular
transaction in respect of the Offering or in relation to the
business or future investments of Vivo Energy Investments B.V. (the
"Issuer")is appropriate to the particular investment objectives,
financial situations or needs of a prospective investor, and
nothing in this announcement should be construed as constituting
the canvassing for, or marketing or advertising of, financial
services in South Africa. The Issuer is not a financial services
provider as such term is defined in the FAIS Act. South African
Qualifying Investors who seek to participate in the Offering must
ensure that all necessary approvals are in place in order to
participate in the Offering and ultimately receive and hold Notes,
including any exchange control approvals pursuant to the South
African Exchange Control Regulations, 1961, promulgated under the
Currency and Exchange s Act, 1933 and the policies and directives
of the Financial Surveillance Department of the South African
Reserve Bank. By participating in the Offering, South African
Qualifying investors will be deemed to have warranted that this is
the case.
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 in EEA.
This announcement has been prepared on the basis that any offer
of the Notes in any Member State of the EEA will be made pursuant
to an exemption under the Directive 2003/71/EC, together with any
amendments thereto, including Directive 2010/73/EU, to the extent
implemented in the relevant member state from the requirement to
publish a prospectus for offers of Notes.
This announcement is only being distributed to, and is only
directed at, persons in the United Kingdom that (i) are "investment
professionals" 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, or (iii) 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 securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). This announcement is directed only at relevant persons
and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which
this announcement relates is available only to relevant persons and
will be engaged in only with relevant persons.
Neither the content of any website of Vivo Energy plc and its
subsidiaries (the "Group") nor any website accessible by hyperlinks
on any website of the Group is incorporated in, or forms part of,
this announcement. No money, securities or other consideration is
being solicited, and, if sent in response to the information
contained herein, will not be accepted.
Forward Looking Statements
The announcement may contain certain "forward-looking
statements", forecasts, estimates, projections and opinions.
Forward-looking statements include, but are not limited to, all
statements other than statements of historical facts contained in
this announcement, including, without limitation, those regarding
the Group's results of operations, strategy, plans, objectives,
goals and targets. The forward-looking statements in this
announcement can be identified, in some instances, by the use of
words such as "expects", "anticipates", "intends", "believes", and
similar language or the negative thereof or similar expressions
that are predictions of or indicate future events or future trends.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties, assumptions and other factors,
including with respect to the impact of COVID-19, because they
relate to events and depend on circumstances that will occur in the
future whether or not outside the control of the Group. No
representation is made that the underlying assumptions are
reasonable. The Group's actual results may differ from those set
forth in the forward-looking statements as a result of various
factors (including, but not limited to intense competition in the
markets in which the Group operates, costs of compliance with
applicable laws, regulations and standards, diverse political,
legal, economic and other conditions affecting the Group's markets,
and other factors beyond the control of the Group). The Group is
under no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. You should not place undue reliance on
forward-looking statements, which speak of the date of this
announcement. Statements contained in this announcement regarding
past trends or events should not be taken as a representation that
such trends or events will continue in the future.
This announcement contains inside information within the meaning
of, and disclosed in accordance with, Market Abuse Regulation.
For further information please contact:
Media contact: Investor contact:
Vivo Energy plc Vivo Energy plc
Rob Foyle, Head of Communications Giles Blackham, Head of Investor
+44 7715 036 407 Relations
rob.foyle@vivoenergy.com +44 20 3034 3735
giles.blackham@vivoenergy.com
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END
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