18 April 2024
NOT FOR PUBLICATION, DISTRIBUTION OR
RELEASE IN OR INTO AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE
PROHIBITED BY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICES AT
THE END OF THIS RELEASE.
Drax Group plc
(LSE: DRX)
Pricing of offering of five-year Senior
Secured Notes
Drax Group plc ("Drax") today announced that its
indirect wholly owned subsidiary, Drax Finco plc (the "Issuer"), priced its offering (the
"Offering") of euro
denominated five-year senior secured notes (the "Notes") in an aggregate principal
amount of €350 million.
The Notes will bear interest at an interest rate
of 5.875% per cent. per annum and will be issued at 100 per cent.
of their nominal value. The Notes will extend the Group's average
debt maturity profile.
Drax intend to use the gross proceeds of the
Offering (i) for general corporate purposes, which may include the
repayment of indebtedness, and (ii) to pay estimated fees and
expenses of the Offering, including Initial Purchasers' fees and
commissions, professional fees and other associated transaction
costs.
Enquiries:
Drax Investor Relations: Mark
Strafford
mark.strafford@drax.com
+44 (0) 7730 763 949
Media:
Drax External Communications: Andy
Low
andrew.low@drax.com
+44 (0) 7841 068 415
Website: www.drax.com
Cautionary
Statement
This release is being issued pursuant to Rule
135c under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and is
for information purposes only and does not constitute a prospectus
or any offer to sell or the solicitation of an offer to buy any
security in the United States of America or in any other
jurisdiction. The Notes have not been and will not be registered
under the Securities Act, and may not be offered or sold in the
United States of America absent registration or an exemption from
registration under the Securities Act. The Notes and related
guarantees were offered in a private offering exempt from the
registration requirements of the Securities Act and were
accordingly offered only to non-U.S. persons, in offshore
transactions, as defined in and in reliance on Regulation S under
the Securities Act. No indebtedness incurred in connection with any
other financing transactions will be registered under the
Securities Act.
This communication is directed only 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 persons who 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 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 together being referred to as
"relevant persons").
Any investment activity to which this
communication relates will only be available to, and will only be
engaged in with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its
contents.
This announcement is not a public offering in
the Grand Duchy of Luxembourg or an offer of securities to the
public under Regulation (EU) 2017/1129, and any amendments
thereto.
The 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 European
Economic Area (the "EEA")
or in the United Kingdom (the "UK"). 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 Article 4(1) of
MiFID II; (ii) a customer within the meaning of the Insurance
Distribution Directive), 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"). Consequently
no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA or in the UK
will be prepared. Offering or selling the Notes or otherwise making
them available to any retail investor in the EEA or in the UK may
be unlawful under the PRIIPs Regulation. Any offer of Notes in any
Member State of the EEA or in the UK will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
publish a prospectus for offers of Notes.
The Manufacturer target market (MiFID II
product governance) is eligible counterparties and professional
clients only (all distribution channels).
In connection with any issuance of the Notes, a
stabilising manager (or person(s) acting on behalf of such
stabilising manager) may over-allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action
may begin on or after the date on which adequate public disclosure
of the terms of the offer of the Notes is made and, if begun, may
be ended at any time, but it must end no later than 30 days after
the date on which the issuer received the proceeds of the issue, or
no later than 60 days after the date of the allotment of the Notes,
whichever is earlier. Any stabilisation action or over-allotment
must be conducted by the stabilising manager (or person(s) acting
on behalf of the stabilising manager) in accordance with all
applicable laws and rules.
Forward Looking
Statements
This release includes forward-looking
statements within the meaning of the securities laws of certain
applicable jurisdictions. These forward-looking statements can be
identified by the use of forward-looking terminology, including,
but not limited to, terms such as "aim", "anticipate", "assume",
"believe", "continue", "could", "estimate", "expect", "forecast",
"guidance", "intend", "may", "outlook", "plan", "predict",
"project", "should", "will" or "would" or, in each case, their
negative, or other variations or comparable terminology. These
forward-looking statements include, but are not limited to, all
statements other than statements of historical facts and include
statements regarding Drax's intentions, beliefs or current
expectations concerning, among other things, Drax's future
financial conditions and performance, results of operations and
liquidity, strategy, plans, objectives, prospects, growth, goals
and targets, future developments in the markets in which Drax
participate or are seeking to participate, and anticipated
regulatory changes in the industry in which Drax operate. By their
nature, forward-looking statements involve known and unknown risks,
uncertainties and other factors because they relate to events and
depend on circumstances that may or may not occur in the future.
Readers are cautioned that forward-looking statements are not
guarantees of future performance and are based on numerous
assumptions. Given these risks and uncertainties, readers should
not rely on forward looking statements as a prediction of actual
results.
END