REG - Convatec Group PLC - Convatec announces pricing of Senior Notes

ConvaTecAnnouncement

02/10/2025 11:00

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RNS Number : 8245B  Convatec Group PLC  02 October 2025

2 October 2025

Convatec Group Plc

("Convatec" or "the Company")

 

Convatec announces pricing of $500 Million 5.300% Senior Notes due 2035
 

Convatec announces that it has priced an offering of $500 million aggregate
principal amount of 5.300% senior notes due 2035 (the "Notes") to be issued by
180 Medical, Inc. (the "Issuer"). The Notes will bear interest at a rate of
5.300% per annum and will be issued at a price of 99.617% of the nominal
amount thereof. The issuance and settlement of the Notes is expected to occur
on 8 October 2025, subject to customary closing conditions.

Convatec intends to use the proceeds to refinance existing debt, including to
prepay the Company's outstanding term loan facility in full, prepay a portion
of the revolving credit facility established under the Facilities Agreement,
and for other general corporate purposes.

For more information, please refer to our announcement published on 29
September 2025 Convatec announces offering of Senior Notes - Convatec
(https://www.convatecgroup.com/media-articles/press-releases/2025/convatec-announces-offering-of-senior-notes/)
, or contact:

 

Enquiries

Media: MediaRelations@convatec.com (mailto:MediaRelations@convatec.com)

Investor Relations: IR@convatec.com (mailto:IR@convatec.com)

 

About Convatec

Pioneering trusted medical solutions to improve the lives we touch: Convatec
is a global medical products and technologies company, focused on solutions
for the management of chronic conditions, with leading positions in Advanced
Wound Care, Ostomy Care, Continence Care, and Infusion Care. With more than
10,000 colleagues, we provide products and services in around 90 countries,
united by a promise to be forever caring. Our solutions provide a range of
benefits, from infection prevention, treatment for hard to heal wounds and
at-risk skin and ulcerated tissue to supporting debilitating conditions,
improved patient outcomes and reduced care costs. Convatec's revenues in 2024
were over $2 billion. The company is a constituent of the FTSE 100 Index
(LSE:CTEC).

 

Notes

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.

 

The Notes and the related guarantees 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 (as defined in Regulation S), 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 and the related guarantees are being
offered and sold (i) in the United States only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act and (ii) in
"offshore transactions" to non-U.S. persons outside the United States in
accordance with Regulation S. There is no assurance that the offerings will be
completed or, if completed, as to the terms on which they will be completed.

 

This announcement has been prepared on the basis that any offer of the Notes
(i) in any Member State of the European Economic Area (the "EEA") will be made
pursuant to an exemption under Regulation (EU) 2017/1129 (as amended or
superseded, the "Prospectus Regulation") from the requirement to publish a
prospectus for offers of the Notes; and (ii) in the United Kingdom ("UK") will
be made pursuant to an exemption under the Prospectus Regulation as it forms
part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended ("EUWA") (the "UK Prospectus Regulation") from the requirement to
publish a prospectus for offers of the Notes.

 

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - 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 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
 of the European Parliament and of the Council on markets in financial
instruments, as amended ("MiFID II"); (ii) a customer within the meaning of
Directive (EU) 2016/97, as amended, 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 the Prospectus Regulation.
Consequently, no key information document required by Regulation (EU) No
1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.

 

PROHIBITION OF SALES TO UK RETAIL INVESTORS - 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 UK. For these
purposes, a retail investor means a person who is one (or more) of: (i)
 retail client as defined in point (8) of Article 2 of Regulation (EU) No
600/2014 as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MiFIR"); (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 ("FSMA"), and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client as defined in
point (8) of Article 2(1) of UK MiFIR; or (iii) not a qualified investor as
defined in the UK Prospectus Regulation. Consequently, no key information
document required by Regulation (EU) No 1286/2014 as it forms part of UK law
by virtue of 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.

 

MiFID II and UK MiFIR - professionals/ECPs-only/No PRIIPS or UK PRIIPS KID -
Manufacturer target market (MIFID II and UK MiFIR product governance) is
eligible counterparties and professional clients only (all distribution
channels). No PRIIPS or UK PRIIPs key information document (KID) has been
prepared as the offering is not available to retail investors in the EEA
or UK.

 

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 laws of
any such jurisdiction.

 

Forward-looking Statements

This announcement may include "forward-looking statements" within the meaning
of the securities laws of certain applicable jurisdictions. These
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 offering of the Notes and
the details thereof and the proposed use of proceeds therefrom.
Forward-looking statements are generally identified by the use of terms such
as "believes", "estimates", "anticipates", "expects", "intends", "predicts",
"may", "will", "could", "targets", or their negatives or other similar
expressions. Forward-looking statements are based upon a number of estimates
and assumptions that, while considered reasonable by the Company, are
inherently subject to business, economic and competitive uncertainties that
are difficult to predict and are outside the Company's control, including, but
not limited to: access to and reliability of the Company's supply chain; the
Company's dependence on a number of single source suppliers; environmental,
health and safety laws and regulations, and numerous permit requirements and
licensing regimes; and operational risks. Forward-looking statements are based
only on knowledge and information available to the Company at the date of this
document and speak only as at the date of this document. The Company has no
obligation to update any forward-looking statements (except to the extent
required by applicable law or regulation).

 

 

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