TIDMIWG TIDMTTM
RNS Number : 3344H
IWG PLC
02 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OR IN OR INTO JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD
BE PROHIBITED BY APPLICABLE LAW
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
2 December 2020
IWG plc
("IWG" or the "Company")
Convertible Bond Offering
IWG (LSE: IWG), the leading global operator of workspace brands,
today announces the final terms of its offering (the "Offering") of
GBP350 million of unsubordinated unsecured Guaranteed Convertible
Bonds due 2027 (the "Bonds").
The Bonds are expected to be issued by IWG Group Holdings Sarl,
a wholly owned indirect subsidiary of the Company incorporated in
Luxembourg (the "Issuer") and the Issuer's obligations under the
Bonds will be guaranteed by the Company.
The Bonds will be unsubordinated and unsecured obligations of
the Issuer and will be subject to a negative pledge in respect of
the Issuer, the Guarantor and certain of the Guarantor's other
subsidiaries
The Bonds will be issued at par and will carry a coupon of 0.50%
per annum payable semi-annually in arrear in equal instalments. The
initial conversion price shall be GBP4.5807, representing a premium
of 40% to the volume weighted average price ("VWAP") of an Ordinary
Share on the London Stock Exchange between launch and pricing of
the Offering today, being GBP3.2719. The conversion price will be
subject to adjustment in certain circumstances in line with market
practice.
Subject to shareholder approval and the Issuer's option to
settle conversions in cash, ordinary shares of the Company (the
"Ordinary Shares") or a combination thereof, the Bonds will be
convertible into Ordinary Shares. The Bonds will be convertible
only in limited circumstances prior to 2 June 2021, as described in
the terms and conditions of the Bonds.
Toscafund Ltd ("Tosca") is a substantial shareholder of the
Company and a related party of the Company for the purposes of the
United Kingdom Listing Rules (the "Listing Rules"). Tosca will
subscribe for GBP6.3 million in aggregate principal amount of the
Bonds in the Offering at the initial conversion price stated above,
representing an aggregate consideration of GBP6.3 million. As set
out in the announcement of the Company on 28 May 2020, Tosca also
participated in IWG's equity placing (the "Placing") subscribing
for Ordinary Shares for aggregate consideration of approximately
GBP59.4 million. Tosca's aggregated participation in the Offering
and the Placing constitutes a smaller related party transaction for
the purpose of Listing Rules 11.1.10R.
A smaller related party transaction does not require the
approval of independent shareholders of the Company. Tosca's
aggregated participation in the Offering and the Placing falls
within Listing Rule 11.1.10R (smaller related party transactions)
and this announcement is made in accordance with Listing Rule
11.1.10R(2)(c).
The Company will convene an extraordinary general meeting of its
shareholders (an "EGM") which is expected to be held on or around
21 December 2020 to seek shareholder approval to allot and issue
Ordinary Shares on a non pre-emptive basis for the purpose of
settling conversions of the Bonds (the "Shareholder Resolutions").
Notice of the EGM will be sent to IWG shareholders in due
course.
The Issuer may, by giving notice to Bondholders (i) at any time
from (but excluding) the date of an EGM to (and including) three
London business days following the date of such EGM, if the
Shareholder Resolutions have been presented but have not been
passed at the EGM and (ii) at any time from (but excluding) 19 May
2021 to (and including) three London business days following 19 May
2021, if the Shareholder Resolutions have been presented and not
been passed at a general meeting of IWG shareholders on or before
19 May 2021, redeem the Bonds at the greater of (a) 102% of the
principal amount of the Bonds and (b) 102% of the fair bond value
(to be determined in accordance with the terms and conditions of
the Bonds), in each case with accrued interest.
Settlement and delivery of the Bonds is expected to take place
on or about 9 December 2020 (the "Issue Date"). If not previously
converted, redeemed or purchased and cancelled, the Bonds will be
redeemed at par on 9 December 2027. The Bonds may be redeemed at
the option of the Bondholders at par plus accrued interest on 9
December 2025. The Issuer will have the option to redeem all
outstanding Bonds on or after 22 January 2025, at par plus accrued
interest, if the value of the Ordinary Shares underlying GBP100,000
in principal amount of the Bonds equals or exceeds GBP130,000 for
at least 20 out of 30 consecutive dealing days, or at any time, if
15% or less of the principal amount of the Bonds remains
outstanding. The final terms of the Bonds are expected to be
announced later today.
Application is intended to be made for the Bonds to be admitted
to trading on the unregulated open market (Freiverkehr) of the
Frankfurt Stock Exchange no later than 60 days after the Issue
Date.
Barclays Bank PLC and HSBC Bank plc are acting as Joint Global
Coordinators and Joint Bookrunners for the Offering. Investec Bank
plc, Bank of China and ING are acting as Co-Managers for the
Offering. Rothschild & Co has provided financial advice to IWG
in relation to the Offering.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, the person responsible for releasing
this announcement is Tim Regan, Company Secretary of IWG plc .
ENQUIRIES:
IWG plc Tel: +41 (0) 41
Mark Dixon, Chief Executive Officer 723 2353
Eric Hageman, Chief Financial Officer
Neil Galloway, Executive Vice President
Tim Regan, Company Secretary
Paul Wilkinson, Group Treasurer
Wayne Gerry, Group Investor Relations Director
Barclays Bank PLC (Joint Global Coordinator Tel: +44 (0)20 7623
and Joint Broker) 2323
Richard Probert / Tom Macdonald / Omar
Alghanim
HSBC Bank plc (Joint Global Coordinator Tel: +44 (0)20 7991
and Joint Broker) 8888
Mark Dickenson / Sam McLennan / Ilyas Amlani
Investec Bank plc (Co-Manager and Joint Tel: +44 (0)20 7597
Broker) 5970
James Rudd / Alex Wright
Rothschild & Co Tel: +44 (0)20 7280
Alex Midgen / Sam Green 5000
Brunswick
Nick Cosgrove / Oli Sherwood Tel: +44 (0)20 7404
5959
IMPORTANT NOTICE IN RELATION TO THE BONDS
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE GUARANTOR, THE JOINT
BOOKRUNNERS AND THE CO-MANAGERS (TOGETHER, THE "MANAGERS") OR ANY
OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE
BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY
OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY
JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS
INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE
ISSUER THE GUARANTOR AND THE MANAGERS TO INFORM THEMSELVES ABOUT,
AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS RELEASE IS NOT
AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY
SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED
TO, AND DIRECTED IN, THE UNITED KINGDOM AND MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA (THE "EEA") AT PERSONS WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION
("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION
"PROSPECTUS REGULATION" MEANS REGULATION (EU) 2017/1129.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS AMED ("MIFID II"); (B) ARTICLES 9 AND 10
OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID
II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II
PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY
LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH
ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT
GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO,
THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH
HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS
DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE
BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE
APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMING
THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE
MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR
SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR
REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND
DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE
REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN
RELATION TO ANY OFFERING OF THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES
NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS
FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMATION TO ANY INVESTOR
OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER
ACTION WHATSOEVER WITH RESPECT TO THE BONDS.
THE BONDS 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 MIFID II; OR (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. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY
REGULATION (EU) NO 1286/2014, AS AMENDED (THE "PRIIPS REGULATION")
FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM
AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UNITED KINGDOM HAS
BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR
OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA
OR THE UNITED KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS
REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS
(I) 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 "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON
OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA, BY
PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS
AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM
AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA.
THE JERSEY FINANCIAL SERVICES COMMISSION HAS GIVEN, AND HAS NOT
WITHDRAWN, ITS CONSENT UNDER ARTICLE 2 OF THE CONTROL OF BORROWING
(JERSEY) ORDER 1958 TO THE ISSUE OF SHARES IN THE GUARANTOR. THE
JERSEY FINANCIAL SERVICES COMMISSION IS PROTECTED BY THE CONTROL OF
BORROWING (JERSEY) LAW 1947 AGAINST LIABILITY ARISING FROM THE
DISCHARGE OF ITS FUNCTIONS UNDER THAT LAW. IT MUST BE DISTINCTLY
UNDERSTOOD THAT, IN GIVING THESE CONSENTS, NEITHER THE REGISTRAR OF
COMPANIES NOR THE JERSEY FINANCIAL SERVICES COMMISSION TAKES ANY
RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER OR THE
GUARANTOR OR FOR THE CORRECTNESS OF ANY STATEMENTS MADE, OR
OPINIONS EXPRESSED, WITH REGARD TO EITHER OF THEM. THE GUARANTOR
HAS TAKEN ALL REASONABLE CARE TO ENSURE THAT THE FACTS STATED IN
THIS PRESS RELEASE ARE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS,
AND THAT THERE ARE NO OTHER FACTS THE OMISSION OF WHICH WOULD MAKE
MISLEADING ANY STATEMENT IN THIS PRESS RELEASE, WHETHER OF FACTS OR
OF OPINION. THE GUARANTOR ACCEPTS RESPONSIBILITY ACCORDINGLY.
COPIES OF THIS PRESS RELEASE ARE NOT BEING, AND MUST NOT BE,
MAILED, OR OTHERWISE FORWARDED, DISTRIBUTED, SENT IN, OR OTHERWISE
CIRCULATED IN JERSEY, CHANNEL ISLANDS.
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE
ISSUER'S AND THE GUARANTOR'S PUBLICLY AVAILABLE INFORMATION.
NEITHER THE MANAGERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT
ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION
AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE
ISSUER'S AND THE GUARANTOR'S PUBLICLY AVAILABLE INFORMATION. THE
INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN
ITS ENTIRETY WITHOUT NOTICE UP TO THE ISSUE DATE.
POTENTIAL INVESTORS WHO ARE IN ANY DOUBT ABOUT THE CONTENTS OF
THIS PRESS RELEASE SHOULD CONSULT THEIR STOCKBROKER, BANK MANAGER,
SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER. IT SHOULD BE
REMEMBERED THAT THE PRICE OF SECURITIES AND THE INCOME FROM THEM
CAN GO DOWN AS WELL AS UP.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT
IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE
ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON
CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE BONDS
(TOGETHER WITH THE BONDS, THE "SECURITIES"). NONE OF THE ISSUER,
THE GUARANTOR OR THE MANAGERS MAKE ANY REPRESENTATION AS TO (I) THE
SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE
APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF
INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE
SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING
INVESTMENTS.
THE MANAGERS ARE ACTING ON BEHALF OF THE ISSUER AND THE
GUARANTOR AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND WILL NOT
BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF THE MANAGERS OR FOR PROVIDING ADVICE IN
RELATION TO THE SECURITIES.
Each of the Issuer, the Guarantor, the MANAGERS and their
respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any statement contained in
this PRESS RELEASE whether as a result of new information, future
developments or otherwise.
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END
MSCKKBBBABDDQBK
(END) Dow Jones Newswires
December 02, 2020 11:29 ET (16:29 GMT)
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