Xella International Holdings announces the pricing of €200 million PIK Toggle Notes offering
Xella International Holdings S.à r.l. (the direct parent company of Xella International S.A.) and Xella HoldCo Finance S.A. announce the pricing of €200 million aggregate principal amount of PIK Toggle Notes due 2018 (“Notes”) at 9.125% cash interest and 9.875% PIK interest.
The Notes were offered by Xella HoldCo Finance S.A., a finance company established by our shareholders for the purpose of facilitating the offering of the Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and outside the United States to certain non-U.S. persons pursuant to Regulation S under the U.S. Securities Act. The Notes will be guaranteed by Xella International Holdings S.à r.l. The net proceeds from the sale of the Notes will be used to finance the acquisition of the existing vendor loan note by Xella HoldCo Finance S.A. and to fund future payments of cash interest on the Notes. The existing vendor loan note was extended by Franz Haniel & Cie. GmbH (as vendor) to Xella International Holdings S.à r.l. (as borrower) in connection with the acquisition of the Xella group by our shareholders in 2008.
Important Regulatory Notice
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes mentioned herein have not been, and will not be, registered under the U.S. Securities Act. The Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and the rules and regulations thereunder. There will be no public offer of the Notes in the United States.
Xella has not authorized any offer to the public of securities in any member state of the European Economic Area. With respect to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive, (b) to fewer than 100 natural or legal persons or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive subject to obtaining the prior consent of the initial purchasers nominated by the issuer for any such offer or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This announcement is being distributed only to, and is directed only at persons (the “Relevant Persons”) who (i) fall within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (ii) fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 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 Notes may otherwise lawfully be communicated or caused to be communicated. The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
Neither the content of Xella’s website nor any website accessible by hyperlinks on Xella's website is incorporated in, or forms part of, this announcement. The distribution of this announcement into jurisdictions other than the United Kingdom 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.