RCS - Together Fin. Svc. - Issuance of £500m 7½% Senior Secured Notes

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Wed 17:00

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RNS Number : 4741L  Together Financial Services Limited  04 June 2025

Together Fin. Svc.

Together Successfully Completes Issuance of £500m 7½% Senior Secured Notes

Together Financial Services Limited

4 June 2025

NOT FOR PUBLICATION, DISTRIBUTION OR CIRCULATION IN

AUSTRALIA, CANADA OR JAPAN

Together Successfully Completes Issuance of £500m 7½% Senior Secured Notes

4 June 2025

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 prior to registration or qualification under the securities laws of
any jurisdiction

Together Financial Services Limited ("Together" or the "Company"), one of the
UK's leading non-bank relationship lenders, is pleased to announce the
issuance of £500 million in aggregate principal amount of 7½% Senior Secured
Notes due 2031 (the "Notes"), through its wholly owned subsidiary Jerrold
FinCo plc (the "Issuer"). The gross proceeds of the offering of the Notes,
together with cash on balance sheet, are expected to be used (i) to redeem, in
full, the Issuer's £500.0 million in aggregate principal amount of the senior
secured notes due 2027 issued under an indenture dated January 25, 2021, and
(ii) to pay fees and expenses in connection with the offering of the Notes.

Highlights

·    Successful issuance of £500m 7½% senior secured notes due 2031

·    Offering significantly oversubscribed

·    £3bn funding facilities raised or refinanced during 2025

Richard Rowntree, Group Chief Executive Officer of Together commented: "We are
delighted to announce the successful completion of our £500 million bond
offering. The issuance received strong support from our investors, once again
underlining the strength of our model, the quality of our loan book and
ongoing confidence in our long-term growth strategy."

Gary Beckett, Group MD and Chief Treasury Officer of Together added: "Since
the start of the calendar year we have raised or refinanced £3 billion across
six transactions, as we continue to strengthen and diversify our funding
programme. This successful issuance, which supports the refinancing of our
2027 bonds, was significantly over-subscribed, evidencing continued investor
support for Together."

 

The Notes are be guaranteed on a senior secured basis by the Company and all
of the Company's subsidiaries (other than the Issuer, the subsidiaries
comprising the securitizations and certain dormant and non-material
subsidiaries) (the "Subsidiary Guarantors," and, together with the Company,
the "Guarantors"). The Notes and the guarantees will be secured by
first-priority fixed and floating security interests granted on an equal and
rateable first-priority basis over all of the issued capital stock in the
Issuer and each of the Subsidiary Guarantors, substantially all of the
existing and future property and assets of the Issuer and the Guarantors
(excluding the assets sold to the securitisations), an assignment of the notes
proceeds loan provided by the Issuer to the Company, and any additional
security interests that may in the future be pledged to secure obligations
under the Notes, the guarantees and the indenture. Pursuant to the terms of
the proposed intercreditor agreement, certain liabilities in respect of
indebtedness incurred under the revolving credit facility and certain hedging
obligations that are secured by assets that also secure, or will secure, the
Issuer's or the Guarantors' obligations under the Issuer's £450.0 million in
aggregate principal amount of the senior secured notes due 2030 (the "2030
Notes") and the Notes, as applicable, will receive priority with respect to
any proceeds received upon any distressed disposal of, or an enforcement of
the security interest over, any such assets. The Notes will be general
obligations of the Issuer and will rank pari passu in right of payment with
all existing and future indebtedness of the Issuer that is not expressly
subordinated in right of payment to the Notes, including the 2030 Notes and
the revolving credit facility.

Application will be made to The International Stock Exchange Authority Limited
(the "Authority") for the listing of and permission to deal in the Notes on
the Official List of The International Stock Exchange (the "Exchange"). There
can be no assurance that the Notes will be listed on the Official List of the
Exchange, that such permission to deal in the Notes will be granted or that
such listing will be maintained.

Citi (B&D) and Goldman Sachs are joint global coordinators and physical
bookrunners. HSBC, Lloyds and NatWest are joint bookrunners.

For further enquires please contact:

 Together
 Mike Davies, Director of Corporate Affairs  +44 7753 138185

                                             mike.davies@togethermoney.com (mailto:mike.davies@togethermoney.com)

 Camarco (Financial PR)

 Ben Woodford

                                             +44 2037818333

 Eddie Livingstone-Learmonth                 ben.woodford@camarco.co.uk (mailto:ben.woodford@camarco.co.uk)

                                             +44 2037574993

                                             Edward.Livingstone-Learmonth@camarco.co.uk
                                             (mailto:Edward.Livingstone-Learmonth@camarco.co.uk)

 

Together is the trading name of Together Financial Services Limited, which has
its registered office address at Lake View, Lakeside, Cheadle, Cheshire SK8
3GW.

Ends

 

The Notes and the guarantees thereof will not be, registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or
applicable state securities laws. Accordingly, the Notes will be offered only
to qualified institutional buyers as defined by Rule 144A under the Securities
Act and to persons outside the United States in reliance on Regulation S under
the Securities Act. Unless so registered, the Notes may not be offered or sold
in the United States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.

This press release constitutes a public disclosure of inside information by
Jerrold FinCo plc under Regulation (EU) 596/2014 (16 April 2014).

The securities 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 (as amended, "MiFID II") or (ii) a
customer within the meaning of Directive 2016/97/EU (as amended), 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 or selling the securities or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or
selling the securities or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPS Regulation.

In member states of the EEA, this announcement and any offer of the securities
referred to herein in any Member State of the European Economic Area ("EEA")
will be made pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of the securities referred to
herein.  Accordingly, any person making or intending to make an offer in a
Member State of Notes which are the subject of the offering contemplated may
only do so in circumstances in which no obligation arises for the Issuer or
any of the initial purchasers to publish a prospectus pursuant to Article 3 of
the Prospectus Regulation, in each case, in relation to such offer.  Neither
the Issuer nor the initial purchasers have authorized, nor do they authorize,
the making of any offer of Notes in circumstances in which an obligation
arises for the Issuer or the initial purchasers to publish a prospectus for
such offer.  The expression "Prospectus Regulation" means Regulation (EU)
2017/1129.

The securities 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 ("UK"). 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
("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 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. 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 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.

In the UK, this announcement and any offer of the securities referred to
herein in the UK will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to publish a prospectus for offers of the
securities referred to herein. Accordingly, any person making or intending to
make an offer in the UK of Notes which are the subject of the offering
contemplated may only do so in circumstances in which no obligation arises for
the Issuer or any of the initial purchasers to publish a prospectus pursuant
to Article 3 of the UK Prospectus Regulation, in each case, in relation to
such offer.  Neither the Issuer nor the initial purchasers have authorized,
nor do they authorize, the making of any offer of Notes in circumstances in
which an obligation arises for the Issuer or the initial purchasers to publish
a prospectus for such offer.  The expression "UK Prospectus Regulation" means
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA.

This communication is being distributed only to, and is 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, (iii) are outside the United Kingdom or (iv) 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 and 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 the Company's website nor any website accessible by
hyperlinks on the Company'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.

This announcement may include projections and other "forward-looking"
statements within the meaning of applicable securities laws. Any such
projections or statements reflect the current views of the Company about
future events and financial performance. The use of any of the words "expect,"
"anticipate," "continue," "will," "project," "should," "believe," "plans,"
"intends" and similar expressions are intended to identify forward-looking
information or statements. Although the Company believes that the expectations
and assumptions on which such forward-looking statements and information are
reasonable, undue reliance should not be placed on the forward-looking
statements and information because the Company can give no assurance that such
statements and information will prove to be correct. Since forward-looking
statements and information address future events and conditions, by their very
nature they involve inherent risks and uncertainties.

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.

 

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