Final Result of the Tender Offer – Existing Notes

SIG PLC

23 October 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON LOCATED AND/OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION 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 SIG PLC.

23 October 2024

LEI: 213800VDC1BKJEZ8PV53

SIG plc

Final Result of the Tender Offer - Existing Notes

SIG plc (the "Company", and together with its subsidiaries, the "Group") today announces the final results of its invitation to eligible holders of its outstanding €300.0 million 5.25% senior secured notes due 2026 (ISIN: XS2404291010 (Regulation S); ISIN: XS2404291366 (Rule 144A)) (the "Existing Notes") to tender any and all of their outstanding Existing Notes for purchase at par by the Company (such invitation, the "Tender Offer").

The Tender Offer was announced on 14 October 2024 and was made on the terms and subject to the conditions contained in a tender offer memorandum dated 14 October 2024 (the "Tender Offer Memorandum") prepared by the Company, and subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. The Tender Offer is conditional upon, among other things, the successful settlement of the offering of €300,000,000 of 9.75% fixed rate senior secured notes due 2029 (the "New Notes"). The successful pricing of the New Notes was announced on 18 October, and their issue is expected to close on or about 25 October 2024, upon satisfaction of certain customary conditions.

Summary of the Tender Offer

Description of the Existing Notes	ISIN / Common Code	Maturity Date	Principal Amount Outstanding	Purchase Price*	Amount Subject to the Offer
€300,000,000 5.25% Senior Secured Notes due 2026	Regulation S: XS2404291010 / 240429101 Rule 144A: XS2404291366/ 240429136	30 November 2026	€300,000,000	€1,000 per €1,000 in principal amount of Notes	Any and all

* The amount that will be paid to each Noteholder on the Payment Date for the Existing Notes accepted for purchase will be an amount of €1,000 per €1,000 principal amount of the Existing Notes, together with any accrued and unpaid interest on the relevant Existing Notes from (and including) the immediately preceding interest payment date for the Existing Notes up to (but excluding) the Payment Date.

The Tender Offer expired at 5:00 p.m. (New York City time) on 22 October 2024. The Company hereby informs the Noteholders that, as of the Expiration Time, the aggregate principal amount of Existing Notes validly tendered and not withdrawn is €286,542,000 ("Tendered Notes").

The Company intends to accept all such Tendered Notes subject to the satisfaction of the conditions to the Tender Offer. The settlement date is expected to occur on 25 October 2024.

Following settlement of the Tender Offer, Existing Notes repurchased pursuant to the Tender Offer will be cancelled, and the remaining principal amount of the Notes outstanding is expected to be €13,458,000.

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Capitalised or other defined terms used, but not defined in this announcement have the same meanings as given to them in the Tender Offer Memorandum.

Further Information

Questions and requests for assistance in connection with the Tender Offer may be directed to the Dealer Managers and to the Information and Tender Agent, the contact details for which are set out below:

DEALER MANAGERS
HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management, DCM
Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management Group	BNP PARIBAS 16 Boulevard des Italiens Paris 75009 France Telephone: [phone] Email: [e-mail] Attention: Liability Management Group
Lloyds Bank Corporate Markets plc 10 Gresham Street London EC2V 7AE United Kingdom Telephone: [phone]/1726 Email: [e-mail] Attention: Liability Management, Commercial Banking	NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management
INFORMATION AND TENDER AGENT
Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG Telephone: [phone] Attention: Jacek Kusion Email: [e-mail] Tender Offer Website: https://deals.is.kroll.com/sig

Important Notice

Certain statements made in this announcement are "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. Persons receiving this announcement should not place undue reliance on forward-looking statements. The forward-looking statements and information contained in this announcement are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither this announcement nor the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Existing Notes in any circumstances in which such offer is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by one or more registered brokers or dealers licensed under the laws of such jurisdiction. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any jurisdiction where such offer or solicitation is unlawful. The New Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States or other jurisdiction, and therefore may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States or other jurisdiction.

This announcement is directed only to: (i) persons who 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) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order; (iii) persons outside the United Kingdom; or (iv) 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 (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 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.

This announcement has been prepared on the basis that no offer of securities will be directed to retail investors in the European Economic Area (the "EEA"). 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 Directive 2014/65/EU, as amended ("MiFID II") or ; (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (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. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering, selling or distributing the securities referred to herein or otherwise making them available to retail investors in the EEA has been prepared, and, therefore, offering, selling or distributing the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. 

This announcement has been prepared on the basis that no offer of securities will be directed to retail investors in the United Kingdom. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering, selling or distributing the securities referred to herein or otherwise making them available to retail investors in the United Kingdom has been prepared and, therefore, offering, selling or distributing the securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

Contacts

SIG plc		[phone] / [e-mail]
Gavin Slark	Chief Executive Officer
Ian Ashton	Chief Financial Officer
Sarah Ogilvie	Head of Investor Relations
FTI Consulting
Richard Mountain		[phone]

 

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