TIDMSYNT
RNS Number : 4836Q
Synthomer PLC
19 June 2020
19 June 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO
Synthomer plc
Synthomer announces the pricing of EUR520 million 37/8% senior
notes due 2025
Synthomer plc ("Synthomer") today announces that it has
completed the successful pricing of EUR520.0 million in aggregate
principal amount of 37/8 % senior notes due 2025 (the "Notes"). The
Notes will be issued at par.
The offering is expected to close on 25(th) June 2020. The Notes
are expected to be admitted to the London Stock Exchange's
International Securities Market. The proceeds from the offering
will be used (i) to repay borrowings under Synthomer's 2019 bridge
facility, which was introduced as part of the financing
arrangements for the acquisition of OMNVOA Solutions Inc., and (ii)
to pay certain costs, fees and expenses related to the offering of
Notes .
Stephen Bennett, Synthomer plc Chief Financial Officer,
commented:
"Synthomer now has in place a long-term financing structure,
together with a strong balance sheet and significant leverage
covenant headroom. The Group has significant liquidity underpinned
by its 2024 committed unsecured 5 year EUR460 million revolving
credit facility, $260 million term loan bank facility and now the
EUR520 million bond due 2025."
Cautionary Statement
The Notes will be offered only to qualified institutional buyers
pursuant to Rule 144A and outside the United States pursuant to
Regulation S under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), subject to prevailing market and other
conditions. There is no assurance that the offering will be
completed or, if completed, as to the terms on which it is
completed. The Notes to be offered have not been registered under
the Securities Act or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or unless pursuant to an applicable exemption from the
registration requirements of the Securities Act and any other
applicable securities laws. This press release does not constitute
an offer to sell or the solicitation of an offer to buy the Notes,
nor shall it constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
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 European Economic Area
("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 person that is not a
qualified investor as defined in Article 2(e) of the Prospectus
Regulation; or (iii) 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.
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
Regulation (EU) 2017/1129 (as amended or superseded, the
"Prospectus Regulation"). The offer and sale of the Notes will be
made pursuant to an exemption under the Prospectus Regulation from
the requirement to produce a prospectus for offers of
securities.
In the United Kingdom, this announcement is directed only at (i)
persons having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order, or (iii) persons to whom it would
otherwise be lawful to distribute them, all such persons together
being referred to as "Relevant Persons." The Notes are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such Notes will be engaged in only
with, Relevant Persons.
MiFID II professionals/ECPs-only/ No PRIIPs KID - 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 or the United
Kingdom.
Neither the content of Synthomer's website nor any website
accessible by hyperlinks on Synthomer'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 contains inside information within the meaning
of Regulation (EU) No 596/2014 of 16 April 2014 on market
abuse.
Forward-Looking Statements
This press release may include forward-looking statements. 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's or its affiliates' intentions, beliefs or
current expectations concerning, among other things, Synthomer's or
its affiliates' results of operations, financial condition,
liquidity, prospects, growth, strategies and the industries in
which they operate. 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's or its
affiliates' actual results of operations, financial condition and
liquidity, and the development of the industries 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's or its affiliates' results of
operations, financial condition and liquidity, and the development
of the industries in which they operate 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.
The forward-looking statements and information contained in this
announcement are made as of the date hereof and Synthomer
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.
-ENDS-
Enquiries:
Synthomer plc Tel: + 44 7764 859147
Calum MacLean, Chief Executive Officer
Stephen Bennett, Chief Financial
Officer
Tim Hughes, President, Corporate
Development
Teneo Tel: + 44 7703 330 269
Charles Armitstead / Matt Denham
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCFLMITMTJBMJM
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