ARROW GLOBAL GROUP PLC TIDMARW
RNS Number : 7723V
Arrow Global Group PLC
30 October 2014
FOR IMMEDIATE RELEASE
30 October 2014
Arrow Global Group PLC
Pricing of Offering of EUR225 Million Senior Secured Floating Rate Notes Due 2021
Arrow Global Group PLC (together with its subsidiaries, "Arrow Global") today announced that Arrow Global Finance plc, its indirect wholly owned subsidiary, had priced its offering of EUR225 million in aggregate principal amount of senior secured floating rate notes due 2021 (the "Notes"). The Notes were offered at an issue price of 97.50%.
The Notes will bear interest at a rate per annum equal to three-month Euro Interbank Offered Rate (EURIBOR) plus 5.25% per year, reset quarterly. Interest on the Notes will be paid quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning on March 1, 2015. The Notes are expected to be issued on 4 November 2014.
The Notes will be guaranteed by Arrow Global Guernsey Holdings Limited, a wholly-owned subsidiary of Arrow Global Group PLC, and certain of its subsidiaries.
The net proceeds from the offering, together with cash on hand, are proposed to be used to fund the acquisition of the Capquest group announced on 24 September 2014, and to repay a portion of amounts drawn under Arrow Global's revolving credit facility.
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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"), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes and the related guarantees are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act. There is no assurance that the offering will be completed.
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) 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"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, (iii) are outside the United Kingdom or (iv) 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 securities 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.
In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any EEA member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures, including Directive 2010/73/EC, in any member state, the "Prospectus Directive"), this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and must not be acted on or relied on by other persons in that member state. This announcement does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public and, in particular, this press release shall not be considered an "offer of securities to the public" for purposes of the Luxembourg law on prospectus for public offering dated 10 July 2005.
This announcement contains certain forward-looking statements with respect to certain of Arrow Global's current expectations and projections about future events, including in relation to the amount of the offering and the acquisition of the Capquest group. These statements, which sometimes use words such as "intend," "proposed," "plan," "expect," and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, Arrow Global does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings or other measures of performance of Arrow Global for the current or future financial years will necessarily match or exceed the historical or published earnings or other measures of performance of Arrow Global.
Neither the content of Arrow Global's website nor any website accessible by hyperlinks on Arrow Global's website is incorporated in, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
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(END) Dow Jones Newswires
October 30, 2014 14:09 ET (18:09 GMT)
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