Pricing of Senior Secured Notes.
Together Financial Services Limited
30 January 2020
NOT FOR PUBLICATION, DISTRIBUTION OR CIRCULATION IN
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Together Announces Pricing of Senior Secured Notes
Together Financial Services Limited ("Together" or the "Company"), a secured retail and commercial purpose mortgage loan provider in the United Kingdom, is pleased to announce the pricing of £435,000,000 in aggregate principal amount of 47/8% senior secured notes due 2026 (the "Notes"), through its wholly-owned subsidiary Jerrold FinCo plc (the "Issuer"). Following significant demand, the aggregate principal amount of the offering was increased to £435,000,000 from the previously announced amount of £385,000,000. The gross proceeds of the offering of the Notes will be used to redeem the Issuer's existing 6¼% senior secured notes due 2021, to repay amounts drawn under the Company's revolving credit facility, for general corporate purposes and to pay associated redemption costs, as well as fees and expenses in connection with the offering of the Notes.
The Notes will be guaranteed on a senior secured basis by the Company and all of its subsidiaries other than the Issuer and certain dormant and non-material subsidiaries (the "Subsidiary Guarantors" and, together with the Company, the "Guarantors"). The Notes and the guarantees will be secured by first-priority fixed and floating security interests granted on an equal and rateable first-priority basis over all of the issued capital stock in the Issuer and each of the Subsidiary Guarantors, substantially all of the existing and future property and assets of the Issuer and the Guarantors, excluding the assets sold to the securitisations, and any additional security interests that may in the future be pledged to secure obligations under the Notes, the guarantees and the indenture. Pursuant to the terms of the intercreditor agreement, any liabilities in respect of certain indebtedness incurred under the revolving credit facility and certain related hedging obligations that are secured by assets that also secure the Issuer's or the Guarantors' obligations under the Notes or the Guarantees, as applicable, will receive priority with respect to any proceeds received upon any enforcement action over any such assets. The Notes will rank pari passu in right of payment with the £350,000,000 aggregate principal amount of 6⅛% Senior Secured Notes due 2024.
Application will be made to admit the Notes to the Official List of Euronext Dublin and to trading on the Global Exchange Market thereof.
For further information:
|Together Financial Services|
|Mike Davies, Director of Corporate Affairs||07753 138 185|
Together is a trading style of Together Financial Services Limited, which has its registered office address at Lake View, Lakeside, Cheadle, Cheshire SK8 3GW.
- ENDS -
The Notes and the guarantees thereof will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the Notes will be offered only to qualified institutional buyers and to persons outside the United States in reliance on Rule 144A and Regulation S under the Securities Act, respectively. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.
This press release constitutes a public disclosure of inside information by Jerrold FinCo plc under Regulation (EU) 596/2014 (16 April 2014).
In member states of the EEA, this announcement and any offer of the securities referred to herein in any Member State of the European Economic Area ("EEA") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the securities referred to herein. Accordingly, any person making or intending to make an offer in a Member State of Notes which are the subject of the offering contemplated may only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or the initial purchasers to publish a prospectus for such offer. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
The securities 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 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 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. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.
This communication is being distributed only to, and is directed 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 "Financial Promotion Order") (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the UK 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 and 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.
MiFID II professionals/ECPs-only/ No PRIIPs KID - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Company about future events and financial performance. The use of any of the words "expect," "anticipate," "continue," "will," "project," "should," "believe," "plans," "intends" and similar expressions are intended to identify forward-looking information or statements. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that such statements and information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.
The forward-looking statements and information contained in this announcement are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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