01 October 2021
London, England-September 30, 2021 - ConvaTec Group Plc (the "Company") announces that it has priced an offering of $500 million aggregate principal amount of senior notes due 2029 (the "Notes") intended to be issued by 180 Medical, Inc. The Notes will bear interest at a rate of 3.875% per annum and will be issued at a price of 100% of the nominal amount thereof. The issuance and settlement of the Notes is expected to occur on October 7, 2021, subject to customary closing conditions.
The Company intends to use the proceeds from the offering of the Notes to prepay a portion of borrowings under the facilities agreement dated 24 October 2019 (as amended and/or restated from time to time) between, among others, ConvaTec Finance Holdings Limited and ConvaTec Inc. as original borrowers and National Westminster Bank plc as facility agent and security agent (the "Credit Facility Agreement"). As part of the Transaction, the existing security granted over the shares securing the Credit Facility Agreement will be released.
For more information, please refer to our announcement published on September 30, 2021, or contact:
ConvaTec Group Plc
3 Forbury Place, 23 Forbury Road, Reading, RG1 3JH, United Kingdom
ConvaTec Investor Relations:
Phone: +44 (0)118 952 8123
ConvaTec Media Relations:
Phone: +44 (0)118 952 8170
* * *
The offering is being made by means of an offering memorandum. 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.
The Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Notes and the related guarantees are being offered and sold (i) in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and (ii) in "offshore transactions" to non-U.S. persons outside the United States in accordance with Regulation S. There is no assurance that the offerings will be completed or, if completed, as to the terms on which they will be completed.
This announcement has been prepared on the basis that any offer of the Notes in any Member State of the European Economic Area (the "EEA") or in the United Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended or superseded) (the "Prospectus Regulation") and the Prospectus Regulation as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") from the requirement to publish a prospectus for offers of the Notes.
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 EEA or the United Kingdom. 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"); (ii) a customer within the meaning of Directive (EU) 2016/97, 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 the Prospectus Regulation and UK 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 United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation.
Manufacturer target market (MiFID II product governance; UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as the offering is not available to retail investors in EEA or the United Kingdom, respectively.
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 laws of any such jurisdiction.
This announcement may include "forward-looking statements" within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this announcement, including, without limitation, those regarding the Company's intentions, beliefs or current expectations concerning, among other things: the Company's future financial conditions and performance, results of operations and liquidity; the Company's strategy, plans, objectives, prospects, growth, goals and targets; future developments in the markets in which the Company participates or is seeking to participate; and anticipated regulatory changes in the industry in which the Company operates. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "anticipate", "believe", "continue", "ongoing", "estimate", "expect", "intend", "may", "plan", "potential", "predict", "project", "target", "seek" or, in each case, their negative, or other variations or comparable terminology. 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. Past performance is not an indication of future results and past performance should not be taken as a representation that trends or activities underlying past performance will continue in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Company's actual financial condition, results of operations and cash flows, and the development of the industry in which the Company operates, may differ materially from (and be more negative). The forward-looking statements in this document speak only as at the date of this announcement and the Company and its affiliates expressly disclaim any obligation or undertaking to review or release any updates or revisions to these forward-looking statements to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this announcement or to update or to keep current any other information contained in this document or to provide any additional information in relation to such forward-looking statements, unless required to do so by applicable law.