Issuance of Senior Secured Fixed Rate NotesSource: RNS
7 June 2021
Premier Foods plc
ISSUANCE BY PREMIER FOODS FINANCE PLC
OF £330 million SENIOR SECURED NOTES
Further to the announcement on 19 May 2021 of a proposed bond issue and the announcement on 21 May 2021 of the pricing of the offering by Premier Foods Finance plc (the "Issuer") of £330 million senior secured notes due 15 October 2026, with a coupon of 3.50% per annum (the "Notes"), Premier Foods announced today the closing of the offering of the Notes by the Issuer and the receipt of proceeds thereof.
The gross proceeds of the offering will be used to (i) pay the total consideration, including the redemption premium and any accrued and unpaid interest, in connection with the redemption of the Issuer's outstanding £300 million 6.25% senior secured notes due 2023 (the "2023 Notes"), (ii) repay drawings under the £175 million revolving credit facility announced on 19 May 2021 (the "New RCF") and (iii) pay certain administrative costs, expenses and fees in connection with, or otherwise related to, the foregoing.
With the successful closing of this offering, the Issuer has raised funds which are sufficient to redeem the outstanding 2023 Notes. As such, the Refinancing Condition (as stated in the notice of redemption with respect to the 2023 Notes issued on 19 May 2021) has been satisfied, and the redemption of such 2023 Notes will occur on 16 June 2021 as previously described in such notice. The indenture governing the 2023 Notes was satisfied and discharged as of today.
In addition, and further to the notice of redemption with respect to the Issuer's outstanding £210 million senior secured floating rate notes due 2022 (the "2022 Notes") issued on 19 May 2021, the remaining outstanding 2022 Notes were redeemed on 3 June 2021 using drawings under the New RCF. The indenture governing the 2022 Notes was satisfied and discharged as of 3 June 2021.
For further information, please contact:
Premier Foods plc +44 (0) 1727 815 850
Duncan Leggett, Chief Financial Officer
Richard Godden, Director of Investor Relations
Ed Young +44 (0) 7884 666830
Francesca Tuckett +44 (0) 7884 667661
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITED STATES (AS DEFINED IN THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")), OR IN ANY OTHER JURISDICTION.
The securities referred to in this announcement have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No offering of the securities is being made in the United States.
The communication of this announcement and any documents or materials relating to this announcement is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.
The information contained in this announcement does not constitute an invitation or inducement to engage in investment activity within the meaning of the United Kingdom Financial Services and Markets Act 2000. In the United Kingdom, this announcement is being distributed only to, and is directed only at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")), (iii) persons who are within Article 49(2)(a) to (d) of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (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.
This announcement may contain "forward-looking statements" that are based on estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements are all statements other than statements of historical fact or statements in the present tense, and can be identified by words such as "targets", "aims", "aspires", "assumes", "believes", "estimates", "anticipates", "expects", "intends", "hopes", "may", "would", "should", "could", "will", "plans", "predicts" and "potential", as well as the negatives of these terms and other words of similar meaning. Any forward-looking statements in this announcement are made based upon Premier Foods' estimates, expectations and beliefs concerning future events affecting Premier Foods and subject to a number of known and unknown risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding Premier Foods' present and future business strategies and the environment in which it will operate, which may prove not to be accurate. Premier Foods cautions that these forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in these forward-looking statements. Undue reliance should, therefore, not be placed on such forward-looking statements. Any forward-looking statements contained in this announcement apply only as at the date of this announcement and are not intended to give any assurance as to future results. Premier Foods will update this announcement as required by applicable law, including the Prospectus Rules, the Listing Rules, the Disclosure and Transparency Rules, London Stock Exchange and any other applicable law or regulations, but otherwise expressly disclaims any obligation or undertaking to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.