Refinancing of the senior secured “green”
notes due 2023
Regulatory News:
Getlink (Paris:GET) today announced its intention to offer,
subject to market conditions, an issue of Senior Secured Notes due
in 2025, to refinance its outstanding €550 million 3.625% senior
secured “green” notes due 20231.
In line with Getlink’s focus on sustainability, the new notes
will be classified as “Green Bonds”2. The Issuer intends to use the
proceeds of the new notes to redeem the 2023 notes and finance
capital expenditure in relation to ElecLink and/or other eligible
“green” assets.
The New Notes will not be made available to retail
investors.
Getlink has appointed BNP PARIBAS and Goldman Sachs
International to be the joint global coordinators and active
bookrunners, and Société Générale to be the joint bookrunner, for
the New Notes Offering.
Results of the New Notes Offering will be confirmed towards the
end of the week.
****************
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 GETLINK SE OR ANY OF ITS AFFILIATES. NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE
SEE THE IMPORTANT NOTICE BELOW.
This announcement is not an offer of any securities for sale in
the United States. Securities may not be offered or sold in the
United States absent registration, or an exemption from
registration, under the U.S. Securities Act of 1933, as amended
(the “U.S. Securities Act”). The New Notes Offering
described in this announcement has not been and will not be
registered under the Securities Act. There will be no public
offering of these securities in the United States.
This announcement has been prepared on the basis that any offer
of the New Notes in any member state of the European Economic Area
(the “EEA”) will be made pursuant to an exemption under the
Directive 2019/65/EC, as amended, to the extent implemented in the
relevant member state, from the requirement to publish a prospectus
for the New Notes Offering.
The New 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 EEA. 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 2002/92/EC (as amended, the
“Insurance Mediation Directive”), where that customer would
not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended the “PRIIPs
Regulation”) for offering or selling the New Notes or otherwise
making them available to retail investors in the EEA has been
prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
Professional Investors and ECPs only target market.
Solely for the purposes of the manufacturers’ product approval
process, the target market assessment in respect of the New Notes
has led the manufacturers to the conclusion that: (i) the target
market for the New Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii)
all channels for distribution of the New Notes to eligible
counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a
“distributor”) should take into consideration the
manufacturers’ target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the New Notes (by either adopting
or refining the manufacturers’ target market assessment) and
determining appropriate distribution channels.
This announcement has not been prepared and is not being
distributed in the context of a public offering of financial
securities in France within the meaning of Article L.411-1 of the
French Code monétaire et financier and Title I of Book II of the
Règlement Général of the Autorité des marchés financiers (the
French financial markets authority) (the “AMF”).
Consequently, the New Notes may not be, directly or indirectly,
offered or sold to the public in France (“offre au public de titres
financiers”), and this announcement must not be made available or
distributed in any way that would constitute, directly or
indirectly, an offer to the public in France.
The New Notes may only be offered or sold in France to qualified
investors (“investisseurs qualifiés”) as defined in the Prospectus
Regulation and article L.411-2 1 of the French Code monétaire et
financier.
This announcement is only being distributed to, and is only
directed at, persons in the United Kingdom that (i) are “investment
professionals” 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, or (iii) are 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 securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as “relevant
persons”). This announcement is directed only at relevant
persons and 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.
Neither the content of any website of Getlink nor any website
accessible by hyperlinks on any website of Getlink is incorporated
in, or forms part of, this announcement. No money, securities or
other consideration is being solicited, and, if sent in response to
the information contained herein, will not be accepted.
The announcement may contain certain “forward-looking
statements”, forecasts, estimates, projections and opinions.
Forward-looking statements include, but are not limited to, all
statements other than statements of historical facts contained in
this announcement, including, without limitation, those regarding
Getlink’s results of operations, strategy, plans, objectives, goals
and targets. The forward-looking statements in this announcement
can be identified, in some instances, by the use of words such as
“expects”, “anticipates”, “intends”, “believes”, and similar
language or the negative thereof or similar expressions that are
predictions of or indicate future events or future trends. By their
nature, forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other factors because they relate to
events and depend on circumstances that will occur in the future
whether or not outside the control of Getlink. No representation is
made that the underlying assumptions are reasonable. Getlink’s
actual results may differ from those set forth in the
forward-looking statements as a result of various factors. Getlink
is under no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. You should not place undue reliance on
forward-looking statements, which speak of the date of this
announcement. Statements contained in this announcement regarding
past trends or events should not be taken as a representation that
such trends or events will continue in the future.
This announcement contains inside information within the meaning
of Regulation (EU) No 596/2014 of 16 April 2014 on market
abuse.
_________________________
1
The Notes have been callable since 1
October 2020.
2
The New Notes will meet the criteria of
the International Capital Markets Association’s Green Bond
Principles (the “Green Bond Principles”), as certified by
DNV GL Business Assurance Services UK Limited (“DNV”); which
has issued a positive opinion on their eligibility. In 2018, the
2023 Notes were also confirmed by DNV to constitute “green” bonds
within the meaning of the Green Bond Principles.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201019005933/en/
For UK media enquiries contact John Keefe on + 44
(0) 1303 284491 Email: press@getlinkgroup.com
For other media enquiries contact Anne-Laure Desclèves on
+33(0)1 4098 0467
For investor enquiries contact: Jean-Baptiste Roussille
on +33 (0)1 40 98 04 81 Email:
jean-baptiste.roussille@getlinkgroup.com
Michael Schuller on +44 (0) 1303 288749 Email:
Michael.schuller@getlinkgroup.com
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