SELECTA GROUP ANNOUNCES PRICING OF €150 MILLION OF SENIOR SECURED NOTES
Cham, 16. October 2019
Selecta Group B.V. (“Selecta”) today announced that it has successfully priced its previously announced offering of €150,000,000 aggregate principal amount of senior secured notes (the “Notes”). The Notes will comprise €100,000,000 57 /8% senior secured notes due 2024 to be issued at a price of 101.500%, plus accrued and unpaid interest from October 1, 2019, and €50,000,000 senior secured floating rate notes due 2024 to be issued at a price of 99.500%, plus accrued and unpaid interest from October 1, 2019. The Notes will be issued under the indenture (the “Indenture”) governing Selecta’s outstanding euro-denominated 57 /8% senior secured notes due 2024 and euro-denominated senior secured floating rate notes due 2024 (the “Existing Notes”), and will form a single series with the applicable series of Existing Notes for all purposes under the Indenture. The Notes will have the same ISINs and common codes as the relevant Existing Notes, provided that the Notes sold pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”) will initially be issued bearing a temporary ISIN and common code. The offering of the Notes is expected to close on 21 October 2019.
The proceeds from the Notes will primarily be used to repay drawn amounts under Selecta’s revolving credit facility and enhance liquidity, with additional cash on the balance sheet to be used for general corporate purposes and to pay fees and expenses in connection with the transaction.
The Notes are being offered to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This document is not an offer of securities for sale in the United States. It may also be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.
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 for distribution only to, and is only 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 “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iii) 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”). This announcement is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.
In addition, 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 Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state. The offer and sale of the Notes will be made pursuant to an exception under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation or an offer to the public.
Neither the content of any website of Selecta or any of its subsidiaries (collectively, the “Group”) nor any website accessible by hyperlinks on the Group’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
This announcement may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Group’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and the Group does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.