NOT FOR PUBLICATION, DISTRIBUTION OR CIRCULATION IN
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Jerrold FinCo plc
Issuance of £375 million 6 ¼% Senior Secured Notes due 2021
October 14, 2016
Jerrold FinCo plc (the "Issuer"), a wholly-owned subsidiary of Jerrold Holdings Limited (the "Company"), a secured retail and commercial purpose mortgage loan provider in the United Kingdom, is pleased to announce the issuance of £375 million aggregate principal amount of senior secured notes due 2021 at a coupon of 6 ¼% per annum (the "Notes") under an indenture dated October 13, 2016. The net proceeds of the offering of the Notes will be used to (i) satisfy and discharge the outstanding £300 million in aggregate principal amount of the Issuer's 9 ¾% senior secured notes due 2018 (the "Existing Notes") (together with the related premia and costs), (ii) prepay the amounts outstanding under the Company's revolving credit facility, (iii) for general corporate purposes and (iv) to pay expenses in connection with the offering of the Notes.
Gary Beckett, Group Chief Finance Officer of the Company commented: "We are pleased to return to the market and to refinance our successful and popular issue. The transaction secures funding on significantly improved terms, reflecting the continued growth and strength of the business. We recently reported record pre-tax profits of £90.3 million for the year ended June 30, 2016 on a loan book value of £1.8 billion as of June 30, 2016. In addition, we have undertaken significant investment in our operational platform and people with a number of high calibre hires joining us over the last 12 months, placing the company in a strong position to capitalise on market opportunities as we continue to see increasing demand for our products."
The Notes are guaranteed on a senior 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 are 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 Guarantors (other than the Company), substantially all of the existing and future property and assets of the Issuer and the Guarantors, 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 indebtedness incurred under the Revolving Credit Facility and certain related hedging obligations that are secured by assets that also secure the Company'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.
On September 26, 2016, the Issuer launched a tender offer (the "Tender Offer") pursuant to which £125,389,000 aggregate principal amount of the Existing Notes were validly tendered. Concurrently with the issuance of the Notes, the Issuer satisfied and discharged the indenture relating to the Existing Notes.
Application has been made for the listing particulars related to the Notes to be approved by the Irish Stock Exchange and for the Notes to be admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Global Exchange Market.
Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, Barclays Bank PLC, The Royal Bank of Scotland plc and Natixis acted as initial purchasers with respect to the issuance of the Notes.
For more information, please visit our investor relations page: https://togethermoney.com/about-us/investors.
Jerrold Holdings Limited
Barnaby Fry / Giles Robinson / Hannah Winter
+ 44 203 128 8100
Together is a trading style of Jerrold Holdings 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 securities if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). Any person in the EEA who acquires securities in any offer of securities (an "investor") or to whom any offer of securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other Member States (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. The Company and others will rely upon the truth and accuracy of the foregoing representations and agreements.
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 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 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.
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.
This information is provided by RNS