REG - SIG PLC - Proposed Refinancing Transactions

SIGAnnouncement

14/10/2024 07:15

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RNS Number : 0333I  SIG PLC  14 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.

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS
INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE
REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

14 October 2024

 

LEI: 213800VDC1BKJEZ8PV53

 

 

SIG plc

 

Proposed Refinancing Transactions

 

As set out in its update of 2 October 2024, SIG plc (the "Company", and
together with its subsidiaries, the "Group") continues to make good progress
on its strategic and operational initiatives. In addition, the Group continues
to retain good levels of liquidity, which has provided a solid base as the
Board has evaluated its approach to the refinancing of the Group's debt
facilities ahead of their maturity dates.

 

The Company today announces the 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
is conditioned upon, among other things, the successful settlement of the
offering of New Notes (as defined below) (the "Financing Condition"). The
Tender Offer is being 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 is subject to the offer
restrictions set out below and as more fully described in the Tender Offer
Memorandum.

Noteholders are advised to read the Tender Offer Memorandum carefully for full
details of, and information regarding, the procedures for participating in the
Tender Offer.

 

The Company today also announces that it has mandated bookrunners to carry out
roadshows in connection with a proposed offering (the "Bond Offering") of
€300.0 million senior secured notes due 2029 (the "New Notes"). Subject to
the Financing Condition, the Company will use the aggregate gross proceeds
from the New Notes to: (i) fund the Tender Offer, (ii) fund cash on the
Group's balance sheet for general corporate purposes, and (iii) pay fees and
expenses in connection with the Bond Offering.

 

Concurrent with the Bond Offering, the Company has entered into an amendment
and restatement agreement in relation to an existing revolving credit facility
agreement dated 4 November 2021 that continues to provide for aggregate
borrowings of up to an equivalent of £90 million with an extended maturity
date of 2029 (the "Revolving Credit Facility"), subject to certain customary
conditions, including the completion of the Bond Offering.

 

The New Notes and the Revolving Credit Facility will be guaranteed on a senior
secured basis by certain subsidiaries of the Company. The interest rate and
offering price of the New Notes will be determined at the time of pricing of
the Bond Offering, subject to market conditions. An update will be provided in
due course.

 

Summary of the Tender Offer

 Description of the Existing Notes                   ISIN /                                  Maturity Date     Principal Amount Outstanding  Purchase Price*                                     Amount Subject to the Offer

Common Code
 €300,000,000 5.25% Senior Secured Notes due 2026    Regulation S: XS2404291010 / 240429101  30 November 2026  €300,000,000                  €1,000 per €1,000 in principal amount of Notes      Any and all

                                                     Rule 144A: XS2404291366/ 240429136

* 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 consummation of the Tender Offer is conditional upon the successful
settlement of the proposed concurrent offering of New Notes to be issued by
the Company.

 

A Noteholder that has validly tendered, or indicated its firm intention to
tender, its Existing Notes in the Tender Offer and wishes to subscribe for New
Notes in addition to tendering Existing Notes in the Tender Offer may, after
having made a separate application for the purchase of such New Notes to a
Dealer Manager (in its capacity as a sole global coordinator and sole physical
bookrunner or joint bookrunner (as applicable) of the issue of the New Notes),
at the sole and absolute discretion of the Company, receive priority in the
allocation of the New Notes, subject to the issue of the New Notes. When
considering allocation of the New Notes, the Company intends to give
preference to those Noteholders who, prior to such allocation, have tendered,
or indicated to the Company or any Dealer Manager their firm intention to
tender their Notes. Any allocation of the New Notes may, subject to the sole
and absolute discretion of the Company, be less than, equal to or greater than
the aggregate principal amount of the Existing Notes tendered or firmly
indicated to be tendered.

 

Offer Period and Indicative Timetable for the Tender Offer

The Tender Offer commences on 14 October 2024 and will end at 5:00 p.m. (New
York City time) on 22 October  2024 unless extended. 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.

 

 Date                                                              Calendar Date                                                                Event
 Commencement Date and Time                                        14 October 2024.                                                             Commencement of the Tender Offer. Tender Offer announced through publication
                                                                                                                                                on the website of the TISE, the Tender Offer Website and a recognized
                                                                                                                                                financial news service or services as selected by the Company
 Expiration Date and Time                                          5:00 p.m. (New York City time) on 22 October 2024 unless extended.           The deadline for Noteholders to tender Existing Notes, withdraw tenders of
                                                                                                                                                Existing Notes and deliver notices of guaranteed delivery pursuant to the
                                                                                                                                                Tender Offer to the Information and Tender Agent.

 Announcement of Results                                           As soon as reasonably practicable on or around 23 October 2024               The Company expects to announce the final aggregate principal amount of
                                                                                                                                                Existing Notes accepted for purchase.
 Delivery date for tenders made via Notice of Guaranteed Delivery  5:00 p.m. (New York City time) on or around 24 October 2024, which is the    The deadline for Noteholders tendering Existing Notes via Notice of Guaranteed
                                                                   second business day following the Expiration Date.                           Delivery to provide book-entry delivery of tendered Existing Notes to the
                                                                                                                                                Information and Tender Agent.
 Payment Date                                                      On or around 25 October 2024, which is the third business day following the  The Company pays the Consideration for any Existing Notes accepted for
                                                                   Expiration Date and the first business day following the delivery date for   purchase, including those tendered via Notice of Guaranteed Delivery
                                                                   tenders made via Notice of Guaranteed Delivery.

 

 

Further Information

 

A Company presentation with more detailed information about the Group will be
available later today via the Company's website at:
https://www.sigplc.com/investors (https://www.sigplc.com/investors)

 

Questions and requests for assistance in connection with (i) the Tender Offer
may be directed to the Dealer Managers, and (ii) the delivery of Tender
Instructions may be directed 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: +44 20 7992 6237

 Email: LM_EMEA@hsbc.com

 Attention: Liability Management, DCM

 Barclays Bank PLC                                     BNP PARIBAS

 1 Churchill Place                                     16 Boulevard des Italiens

 London E14 5HP                                        Paris 75009

 United Kingdom                                        France

 Telephone: +44 (0) 20 3134 8515                       Telephone: +33 1 55 77 78 94

 Email: eu.lm@barclays.com                             Email: liability.management@bnpparibas.com

 Attention: Liability Management Group                 Attention: Liability Management Group

 Lloyds Bank Corporate Markets plc                     NatWest Markets Plc

 10 Gresham Street                                     250 Bishopsgate

 London EC2V 7AE                                       London EC2M 4AA

 United Kingdom                                        United Kingdom

 Telephone: +44 (0) 20 7158 1719/1726                  Telephone: +44 20 7678 5222

 Email: LBCMLiabilityManagement@lloydsbanking.com      Email: NWMLiabilityManagement@natwestmarkets.com

 Attention: Liability Management, Commercial Banking   Attention: Liability Management

 INFORMATION AND TENDER AGENT
 Kroll Issuer Services Limited
 The Shard

32 London Bridge Street

London SE1 9SG

 Telephone: +44 20 7704 0880

Attention: Jacek Kusion

Email: sig@is.kroll.com

Tender Offer Website: https://deals.is.kroll.com/sig
 (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.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Andrew Watkins, Group General Counsel & Company
Secretary.

 

Contacts

 

 SIG plc                                       +44 (0) 114 285 6300 / ir@sigplc.com
 Gavin Slark       Chief Executive Officer
 Ian Ashton        Chief Financial Officer
 Sarah Ogilvie     Head of Investor Relations
 FTI Consulting
 Richard Mountain                               +44 (0) 20 3727 1340

 

 

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