8 Jan 2018 08:31
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ZPG PLC. NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR OTHERWISE THAN TO PERSONS WHOM IT CAN BE LAWFULLY DISTRIBUTED. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
8 January 2018
ZPG Plc (the "Company")
Proposed offering of £200 million Senior Notes due 2023
ZPG Plc today announces a proposed new debt package consisting of an offering (the "Offering") of £200 million senior notes due 2023 (the "Notes") and a new revolving credit facility of £200m.
The proceeds of the issue and sale of the Notes (the "Refinancing"), will be used, together with cash on hand and borrowings under the new revolving credit facility, to: (i) repay all amounts outstanding under our existing revolving credit facility; (ii) repay amounts outstanding under our existing term loans; and (iii) pay certain costs, expenses and fees related to, the Refinancing.
The proposed new debt package is expected to strengthen the Company's financial position by offering it increased financial flexibility, providing a more stable and appropriate capital structure and allowing it to secure attractive interest rates for the next 5 years. The new bond issuance and bank facilities are expected to support the Company's strategy for further continued profitable growth with a more efficient capital structure.
There will be no public offering of the Notes. The Notes are being offered and sold in offshore transactions outside the United States in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The Notes may not be offered, sold or delivered within the United States (as defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
Important notice
This press release shall not constitute an offer of securities for sale in the United States or any other jurisdiction. The securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States or any other jurisdiction and the securities 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 U.S. Securities Act and applicable state of local securities laws.
This announcement is for informational purposes only and is directed only at persons who are located outside the United States and are (a) persons in member states of the European Economic Area (the "EEA") who are qualified investors (as defined in EU Prospectus Directive 2003/71/EC (as amended, including by EU Directive 2010/73/EU to the extent implemented in the relevant member state)); (b) persons in the United Kingdom who are qualified investors and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons falling within Article 49(2) (a) to (d) of the Order; or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons in (a) and (b) together being referred to as "relevant persons"). This announcement must not be acted on or relied on 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 announcement contains inside information.
ENDS
For further information:
Rachael Malcolm, Head of Investor Relations - rachael.malcolm@zpg.co.uk / +44 (0)203 8725 648
Lawrence Hall, Director of Communications - lawrence.hall@zpg.co.uk / +44 (0)7890 078 945
Ned Staple, General Counsel and Company Secretary - ned.staple@zpg.co.uk / +44(0)203 872 5658