REG - Synthomer PLC - Pricing of senior notes

SynthomerAnnouncement

12/04/2024 07:00

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RNS Number : 3607K  Synthomer PLC  12 April 2024

April 12, 2024

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SYNTHOMER PLC

PRICING OF SENIOR NOTES

Synthomer plc ("Synthomer") today announces that it has priced its offering
(the "Offering") of €350 million in aggregate principal amount of senior
notes due 2029 (the "Notes") at a coupon of 7⅜%.

The Notes will be unconditionally guaranteed by certain of Synthomer's
subsidiaries. Synthomer intends to use the proceeds from this Offering,
together with cash on balance sheet, to (i) repurchase or redeem certain of
its existing 3⅞% senior notes due 2025 (the "Existing Notes") and (ii) pay
certain costs, expenses and fees relating to the Offering.

The Offering is expected to close on or about April 18, 2024, subject to
customary conditions precedent for similar transactions.

Lily Liu, Synthomer plc Chief Financial Officer, commented: "We are very
pleased with the substantial support for this transaction, which represents
another major milestone in improving our financial platform, and puts
Synthomer in a stronger position to deliver our strategy."

 

 

Cautionary Statement

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

The Notes 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, 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 are being offered and sold in
the United States only to qualified institutional buyers in accordance with
Rule 144A under the Securities Act and to non-U.S. persons outside the United
States in accordance with Regulation S under the Securities Act.

Promotion of the Notes in the United Kingdom is restricted by the Financial
Services and Markets Act 2000 (the "FSMA"), and accordingly, the Notes are not
being promoted to the general public in the United Kingdom. This announcement
is only addressed to and directed at persons who (i) are outside the United
Kingdom, (ii) have professional experience in matters relating to investments
(being investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Financial Promotion Order")), (iii) fall within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc.") of the
Financial Promotion Order, or (iv) to the extent that doing so does not
prejudice the lawful distribution of the announcement to the foregoing, are
persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) in connection with the issue or
sale of any Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant
persons"). The Notes will only be available to relevant persons and this
announcement must not be acted on or relied on by anyone who is not a relevant
person. No key information document required by Regulation (EU) No 1286/2014
as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 (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. Any offer of the Notes in the UK will be made
pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the EUWA from a requirement to publish a prospectus
for offers of securities.

This announcement does not constitute and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in connection
with any offer within the meaning of the Regulation (EU) 2017/1129 (as
amended), and any relevant implementing measure in the relevant Member State
of the European Economic Area (the "Prospectus Regulation"). The offer and
sale of the Notes will be made pursuant to an exemption under the Prospectus
Directive, as implemented in Member States of the European Economic Area, from
the requirement to produce a prospectus for offers of securities.

Manufacturer target market (MIFID II product governance) is eligible
counterparties and professional clients only (all distribution channels). No
PRIIPs key information document (KID) has been prepared as not available to
retail investors in EEA.

This press release may include "forward looking statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward looking statements can be
identified by the use of forward looking terminology, including the terms
"believes," "estimates," "anticipates," "expects," "intends," "may," "will" or
"should" or, in each case, their negative, or other variations or comparable
terminology. These forward looking statements include all matters that are not
historical facts and include statements regarding Synthomer or its affiliates'
intentions, beliefs or current expectations concerning, among other things,
the Offering.

By their nature, forward looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. Readers are cautioned that forward looking statements are
not guarantees of future performance and that Synthomer and its affiliates'
actual results of operations, financial condition and liquidity, and the
development of the industry in which they operate may differ materially from
those made in or suggested by the forward looking statements contained in this
press release. In addition, even if Synthomer or its affiliates' results of
operations, financial condition and liquidity, and the development of the
industry in which the Synthomer operates are consistent with the forward
looking statements contained in this press release, those results or
developments may not be indicative of results or developments in subsequent
periods. Given these risks and uncertainties, you should not rely on forward
looking statements as a prediction of actual results.

Statements of intent in this press release shall not constitute a notice of
redemption under the indenture governing Synthomer's 3⅞% senior notes due
2025. Any such notice, if made, will only be made in accordance with the
provisions of the relevant indenture.

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