EI Group Regulatory News (EIG)

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA, TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.

Ei Group plc

(formerly known as Enterprise Inns plc)

(incorporated with limited liability in England and Wales with registered number 2562808)

announces successful pricing of £150 million senior notes and amendments to Offer and Consent Solicitation

12 September 2018.

Successful pricing of £150 million senior notes

Ei Group plc (the Company) is pleased to announce the pricing of sterling-denominated senior notes (the Notes) yesterday (11 September 2018) in an aggregate principal amount of £150 million with a tenor of five-and-a-half years. The Notes will bear interest at a rate of 7.50 per cent. per annum.

Standard & Poor's has assigned the Notes a rating of B.

Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange (the Exchange) and for trading on the Luxembourg Stock Exchange's Euro MTF Market. There is no assurance that the Notes will be listed on the Official List of the Exchange, that such permission to deal in the Notes will be granted, or that such listing will be maintained. Settlement of the Notes is not conditional on such listing or admission.

BNP Paribas and Deutsche Bank AG, London Branch acted as joint global coordinators and joint physical bookrunners. Lloyds Bank Corporate Markets plc and NatWest Markets Plc acted as joint bookrunners.

Neil Smith, Chief Financial Officer of the Company, commented:

"We are pleased to have successfully priced our new senior notes and delighted with the confidence in the company and its strategy that this demonstrates from investors."

Amendments to Offer and Consent Solicitation

The Company also separately announced today amendments to its previously announced cash tender offer and consent solicitation made pursuant to the Tender Offer and Consent Solicitation Memorandum dated 6 September 2018 (the Tender Offer and Consent Solicitation Memorandum) to the eligible holders of the outstanding £97 million 3.50 per cent. Guaranteed Convertible Bonds due 2020 (ISIN: XS0970690698, the Bonds) of its subsidiary, Enterprise Funding Limited to (i) tender any and all of their Bonds for purchase for cash (such invitation, the Offer) and (ii) approve certain modifications to the terms and conditions of the Bonds (such invitation, the Consent Solicitation). Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer and Consent Solicitation Memorandum.

The following amendments were made:

(i) the Purchase Price in relation to the Offer was increased from 105 per cent. to 107 per cent.;

(ii) the Consent Fee in relation to the Consent Solicitation was increased from 5 per cent. to 7 per cent.; and

(iii) the Ineligible Bondholder Payment described in the Tender Offer and Consent Solicitation Memorandum, being an equivalent amount to the Consent Fee, was increased to 7 per cent. of the principal amount of the Bonds that are the subject of a valid Ineligible Bondholder Confirmation.

Requests for information in relation to the Offer and the Consent Solicitation may be directed to:

Requests for documentation and information in relation to the procedures for delivering Tender Instructions, Voting Only Instructions or Ineligible Bondholder Confirmations should be directed to:

THE TENDER AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

Telephone: +44 20 7704 0880

Attention: Thomas Choquet

Email: eigroup@lucid-is.com

This announcement is released by Ei Group plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer, the Consent Solicitation and the Bonds described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Loretta Togher, Group Company Secretary & Legal Counsel at Ei Group plc.

Important Notice

This announcement does not constitute or form part of any offer or invitation to buy or sell, or any solicitation of any offer to purchase or sell any securities.

Any securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), or any U.S. State security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act.

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum. This announcement and the Tender Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer and/or the Consent Solicitation. If any Bondholder is in any doubt as to the contents of this announcement and/or the Tender Offer and Consent Solicitation Memorandum or the action it should take or is unsure of the impact of the passing of the Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Bonds for purchase pursuant to the Offer or otherwise participate in the Consent Solicitation. 

None of the Offeror, the Issuer, the Dealer Managers, the Tender Agent or the Trustee makes any recommendation as to whether Bondholders should tender Bonds for purchase pursuant to the Offer or otherwise participate in the Consent Solicitation.

OFFER, SOLICITATION AND DISTRIBUTION RESTRICTIONS

General

Nothing in this announcement or the Tender Offer and Consent Solicitation Memorandum constitutes an offer to buy or the solicitation of an offer to sell Bonds (and tenders of Bonds for purchase pursuant to the Offer will not be accepted from any Bondholder) in any circumstances in which such offer or solicitation is unlawful.

The distribution of this announcement and the Tender Offer and Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer and Consent Solicitation Memorandum comes are required by each of the Offeror, the Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

United States

Neither the Offer nor the Consent Solicitation is being made, or will be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. person (as defined in Regulation S under the Securities Act). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer and/or the Consent Solicitation (other than the Notice) are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. person and the Bonds cannot be tendered in the Offer and Voting Only Instructions may not be submitted by any such use, means, instrumentality or facility or from within or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. person. Any purported tender of Bonds or submission of Voting Only Instructions resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds or submission of Voting Only Instructions made by, or by any person acting for the account or benefit of, a U.S. person or a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer and Consent Solicitation Memorandum is an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. Neither the Bonds nor the New Notes have been, and neither the Bonds nor the New Notes will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons.

Each holder of Bonds participating in the Offer or submitting a Voting Only Instruction will represent that it is not a U.S. person, it is not located or resident in the United States and is not participating in the Offer or submitting a Voting Only Instruction from the United States, or it is acting on a non-discretionary basis for a principal located and resident outside the United States that is not giving an order to participate in the Offer or to submit a Voting Only Instruction from the United States and is not a U.S. person.

For the purposes of this announcement and the Tender Offer and Consent Solicitation Memorandum, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy

None of the Offer, this announcement, the Tender Offer and Consent Solicitation Memorandum or any other document or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy (Italy) as exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Bondholders or beneficial owners of the Bonds that are located in Italy can tender Bonds for purchase pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

United Kingdom

The communication of this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Tender Offer and Consent Solicitation Memorandum and any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer. Neither this announcement nor the Tender Offer and Consent Solicitation Memorandum has been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.