TIDMCTEC
RNS Number : 5886N
ConvaTec Group PLC
30 September 2021
September 30, 2021
ConvaTec Group Plc Announces Offering of
$500 Million Senior Notes due 2029
London, England-September 30, 2021 - ConvaTec Group Plc (the
"Company") announces that it has launched an offering of $500
million aggregate principal amount of senior notes due 2029 (the
"Notes") intended to be issued by 180 Medical, Inc. (the "Issuer").
The Notes are being offered only to qualified institutional buyers
in the United States pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act") and to certain persons
outside the United States in reliance on Regulation S under the
Securities Act ("Regulation S"). The interest rate, offering price
and certain other terms will be determined at the time of pricing
of the Notes, subject to market conditions.
The Company intends to use the proceeds from the offering of the
Notes to prepay a portion of borrowings under the facilities
agreement dated 24 October 2019 (as amended and/or restated from
time to time) between, among others, ConvaTec Finance Holdings
Limited and ConvaTec Inc. as original borrowers and National
Westminster Bank plc as facility agent and security agent (the
"Credit Facility Agreement"). As part of the Transaction, the
existing security granted over the shares securing the Credit
Facility Agreement will be released.
For more information, please contact:
ConvaTec Group Plc
3 Forbury Place, 23 Forbury Road, Reading, RG1 3JH, United
Kingdom
ConvaTec Investor Relations:
Phone: +44 (0)118 952 8123
Email: ir@convatec.com
ConvaTec Media Relations:
Phone: +44 (0)118 952 8170
Email: mediarelations@convatec.com
* * *
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 in any Member State of the European Economic Area (the
"EEA") or in the United Kingdom will be made pursuant to an
exemption under Regulation (EU) 2017/1129 (as amended or
superseded) (the "Prospectus Regulation") and the Prospectus
Regulation as it forms part of United Kingdom law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") from the requirement to publish a prospectus for
offers of the Notes.
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 or 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 (11) of Article
4(1) of Directive 2014/65/EU, as amended ("MiFID II"); (ii) a
customer within the meaning of Directive (EU) 2016/97, 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 and UK 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 or 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 EEA
or the United Kingdom may be unlawful under the PRIIPs
Regulation.
Manufacturer target market (MiFID II product governance; 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 EEA or the United
Kingdom, respectively.
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 Company's intentions, beliefs or
current expectations concerning, among other things: the Company's
future financial conditions and performance, results of operations
and liquidity; the Company's strategy, plans, objectives,
prospects, growth, goals and targets; future developments in the
markets in which the Company participates or is seeking to
participate; and anticipated regulatory changes in the industry in
which the Company operates. These forward-looking statements can be
identified by the use of forward-looking terminology, including the
terms "anticipate", "believe", "continue", "ongoing", "estimate",
"expect", "intend", "may", "plan", "potential", "predict",
"project", "target", "seek" or, in each case, their negative, or
other variations or comparable terminology. By their nature,
forward-looking statements involve known and unknown risks,
uncertainties and other factors because they relate to events and
depend on circumstances that may or may not occur in the future.
Past performance is not an indication of future results and past
performance should not be taken as a representation that trends or
activities underlying past performance will continue in the future.
Readers are cautioned that forward-looking statements are not
guarantees of future performance and that the Company's actual
financial condition, results of operations and cash flows, and the
development of the industry in which the Company operates, may
differ materially from (and be more negative). The forward-looking
statements in this document speak only as at the date of this
announcement and the Company and its affiliates expressly disclaim
any obligation or undertaking to review or release any updates or
revisions to these forward-looking statements to reflect any change
in its expectations with regard thereto or any change in events,
conditions or circumstances on which any statement is based after
the date of this announcement or to update or to keep current any
other information contained in this document or to provide any
additional information in relation to such forward-looking
statements, unless required to do so by applicable law.
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END
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September 30, 2021 08:13 ET (12:13 GMT)
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