RCS - PureGym Limited - Successful pricing of senior secured notes

Deutsche Bank AGAnnouncement

28/09/2023 08:15

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RNS Number : 9157N  PureGym Limited   28 September 2023

Successful pricing of senior secured notes underpins PureGym's expansion plans
for the next 5 years

 

London, United Kingdom - September 28, 2023

PureGym, a leading European gym operator, today announces that Pinnacle Bidco
plc (the "Issuer") finalised terms for the offering of €380 million in
aggregate principal amount of the Issuer's senior secured notes due 2028 and
£475 million in aggregate principal amount of the Issuer's senior secured
notes due 2028 (together, the "Notes"), as part of the refinancing of the
Issuer's existing euro-denominated senior secured notes due 2025 (the
"Existing Euro Notes") and £GBP-denominated senior secured notes due 2025
(the "Existing Sterling Notes" and, together with the Existing Euro Notes, the
"Existing Notes").

The proceeds from the offering of the Notes ("the Offering"), together with
cash on balance sheet, will be used to (i) redeem the Existing Notes in full
(including paying the accrued interest), (ii) pay the applicable redemption
premium for the Existing Euro Notes and (iii) pay related fees and expenses.

The Group has also agreed an increased senior credit facility of £175.5
million (previously £145 million) from a strong syndicate of banks including
Barclays, RBC, Deutsche Bank, ING and JP Morgan, taking our investor
commitments to almost £1 billion.

Humphrey Cobbold, CEO of PureGym Group, commented: "We are delighted to have
priced this refinancing, one of the largest of its kind in the sector's
history. We view this as a huge vote of confidence in PureGym, our recent
trading, management team and strategy, and I want to thank my colleagues for
all the work they have done to restore business performance and in navigating
the myriad challenges we have faced since the pandemic. I also want to
acknowledge and thank those long-standing investors who have once again chosen
to support the Group and I want to welcome the new investors who have joined
us at this time.

"Our £300 million of available liquidity is further underpinned by the 5-year
extension of debt maturities. This gives us a stabilised financial platform to
confidently progress our investment focused strategy of opening new gyms and
ensuring we maintain the quality of our existing facilities. We believe this
refinancing gives us a distinct competitive advantage compared to more
resource constrained competitors. There is considerable demand for our
affordable, flexible fitness proposition and we have a plan to take this
proposition to millions more people across our markets. This includes ongoing
significant expansion in the UK, Switzerland and the Middle East with our own
and franchise footprint, and continued exploration of other attractive
markets. Whilst the refinancing will mean a higher interest cost for the
Group, reflecting the prevailing interest rate environment, we have the scale
and cash flow profile to manage this alongside our expansion and investment
plans.

"As we turn the page and begin a new chapter for the Group in many ways this
is the most exciting yet. We have been on a journey from start up to being a
market leader in the UK and then onto international expansion in Europe and
more recently further afield. We now have the certainty and resources to
action our clear plans to extend leadership in our existing markets and
continue expansion elsewhere. We are clear that scale players will lead this
market in the years to come and are pleased to be one of a handful of
international operators responsible for driving activity levels across the
world. The management team and I are energised by the opportunities we see
ahead and resolutely focussed on delivery of our strategy."

 

 

****************

About PureGym

 

PureGym is a leading European gym operator, with approximately 1.9 million
members across over 550 sites across our estate as at June 30, 2023. PureGym
was launched in the UK in 2009, where it pioneered the model for affordable,
flexible, high-quality fitness clubs and is now a market leader in its three
key markets: the UK, Denmark and Switzerland. The key elements of PureGym's
model proposition include affordable membership fees, flexible contracts, a
large footprint in each of its key markets and 24/7 access (in most locations)
to high‑quality gyms. The group is majority owned by Leonard Green &
Partners, L.P.

 

Stabilisation

 

In connection with the Offering, the underwriters (or persons acting on their
behalf) may engage in stabilising transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise
prevail. Any stabilisation action must be conducted in accordance with all
applicable laws and rules.

 

Forward Looking Statements

 

This release may contain forward-looking statements and projections that
involve substantial risks and uncertainties within the meaning of applicable
securities laws. All statements other than statements of historical facts
included in this release including, without limitation, statements regarding
Pinnacle Bidco plc's future financial position, risks and uncertainties
related to its business, strategy, capital expenditures, projected costs and
Pinnacle Bidco plc's plans and objectives for future operations, may be deemed
to be forward-looking statements. Words such as "believe," "expect,"
"anticipate," "may," "assume," "plan," "intend," "will," "should," "estimate,"
"risk," and similar expressions or the negatives of these expressions are
intended to identify forward-looking statements. By their nature,
forward-looking statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. Forward-looking statements are not guarantees of future
performance. You should not place undue reliance on these forward-looking
statements. The forward-looking statements and information contained in this
press release are made as of the date hereof and Pinnacle Bidco plc does not
assume any 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.

 

Cautionary Statement

 

The securities referred to herein may not be sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act
of 1933, as amended (the "Securities Act"). The securities referred to herein
have not been and will not be registered under the Securities Act and will be
offered and sold in the United States only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act and outside the United to
non-U.S. persons in reliance on Regulation S under the Securities Act.

 

Under no circumstances shall this press release or the related information
posted on Pure Gym's website (collectively, the "Information") constitute an
offer to sell or issue or the solicitation of an offer to buy or subscribe for
the Notes in any jurisdiction. 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 a member state of the EEA. For the
purposes of this paragraph, a retail investor means a person who is one (or
more) of: (a) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65 (as amended, "MiFID II"); (b) a customer within the meaning
of Directive (EU) 2016/97 (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; or (c) not a "qualified investor" as defined in
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation").
Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, 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.

 

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 United Kingdom. For the purposes of this paragraph, a "retail
investor" means a person who is one (or more) of the following: (a) 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"); (b) 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 Regulation (EU) No 600/2014 as it forms part of domestic law by virtue
of the EUWA; or (c) not a qualified investor as defined in the Prospectus
Regulation as it forms part of domestic law by virtue of the EUWA (the "U.K.
Prospectus Regulation"), and the expression an offer includes the
communication in any form and by any means of sufficient information on the
terms of the offer and the Notes to be offered so as to enable an investor to
decide to purchase or subscribe for the Notes. 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 "U.K. PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in
the United Kingdom has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the United
Kingdom may be unlawful under the U.K. PRIIPs Regulation.

 

The provision of the Information may be restricted by laws and regulations in
some jurisdictions. Persons into whose possession the Information comes must
inform themselves about and observe these restrictions.

 

This release and the information contained herein are for information purposes
only. Under no circumstances shall the Information constitute a prospectus or
an offer to sell, or a solicitation of an offer to buy or subscribe for, any
securities in the United States of America or in any other jurisdiction.

 

 

 

****************

 

Additional information can be found on the Group's website at:

https://corporate.puregym.com/ (https://corporate.puregym.com/) .

 

For media enquiries, please contact:

Tel: 0208 194 3189

Email: press@puregym.com

 

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