17 Dec 2020 12:57
ContourGlobal plc
ContourGlobal Announces Closing of Private Offering of Senior Secured Notes
December 17, 2020 - Luxembourg: ContourGlobal Power Holdings S.A. (the "Issuer") today announced the closing of its previously announced offering of €410 million aggregate principal amount of 2.75% senior secured notes due 2026 (the "2026 Notes") and €300 million aggregate principal amount of 3.125% senior secured notes due 2028 (the "2028 Notes" and collectively, the "Notes") in a private offering to eligible purchasers.
The Issuer intends to use a portion of the net proceeds from the notes offering to redeem the €450 million aggregate principal amount of its 3.375% senior secured notes due 2023 and to use the remaining net proceeds for general corporate purposes, including to pay for a portion of the previously announced Western Generation acquisition, a 1,502 MW portfolio of long term contracted assets in the United States and Caribbean.
Cautionary Statement
The Notes were offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and, outside the United States, to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
The Notes are not intended to be offered, sold, transferred or delivered to and should not be offered, sold, transferred or delivered to any retail investor in the European Economic Area ("EEA") or in 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"); or (ii) a customer within the meaning of Directive 2016/97/EU, as amended, 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 Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation").
In addition, in the United Kingdom, this announcement is only directed at, persons (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 "Financial Promotion Order"), (ii) who are high net worth companies (or other persons to whom it may be lawfully communicated), falling within Article 49(2)(a) to (d) of the Financial Promotion Order (all such persons in (i) and (ii) above together being referred to as "relevant persons") and must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. 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 is unlawful. This press release does not constitute a notice of redemption with respect to the Issuer's senior secured notes due 2023.
About ContourGlobal
ContourGlobal is listed on the premium segment of the London Stock Exchange (TKR: GLO). ContourGlobal is an international owner and operator of contracted wholesale power generation businesses. It owns and operates approximately 6,307 MW in 119 power plants in 20 countries and four continents[1].
Forward Looking Statements
This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. The Issuer undertakes no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in ContourGlobal's business or to reflect the occurrence of unanticipated events.
Enquiries:
Investor Relations - ContourGlobal
Alice Heathcote
Tel: +44 (0) 203 626 9077 / +1 646 386 9901
Email: Alice.Heathcote@contourglobal.com
Media - Brunswick
Charles Pretzlik / Will Medvei
Tel: +44 (0) 207 404 5959
Contourglobal@brunswickgroup.com
[1] Pro forma for the Acquisition of 1,502 MW Operating Power Plants in the US and Trinidad & Tobago which was announced on 7 December 2020 and is expected to close in Q1 2021.