NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Luxembourg, 8 June 2016. Braas Monier Building Group S.A. (“Braas Monier”) announced that its subsidiary, BMBG Bond Finance S.C.A. (the “Issuer”), has today priced an offering of €435.0 million senior secured notes due 2021 with a coupon of 3.00% per annum (the “Notes”). The Notes will be issued at 100% of their nominal value.
The proceeds from the offering of the Notes, together with cash on balance sheet and the proceeds from drawings under a new revolving credit facility will be used to optimize Braas Monier’s capital structure by (i) fully repaying Braas Monier’s existing senior facilities agreement, (ii) redeeming in full the Issuer’s outstanding senior secured floating rate notes due 2020, (iii) funding payments in respect of certain interest rate swaps and (iv) paying fees and expenses incurred in connection with the offering of the Notes and the entry into the new revolving credit facility. There can be no assurance that the offering of the Notes will be completed.
Alongside the Notes, a new revolving credit facility in an amount of €200.0 million maturing in 2021 (expected to be drawn by approximately €108 million at closing to cover seasonal working capital requirements) will add to Braas Monier’s liquidity and financial flexibility.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. There will be no public offering of the notes. The notes are being offered only to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and outside the United States pursuant to Regulation S under the Securities Act. The notes being offered have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2010/73/EU of the Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the “Prospectus Directive”). The offer and sale of the notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.
This press release may include “forward -looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this release which are not historical facts are forward-looking statements. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. All forward-looking statements involve risks and uncertainties which could affect Braas Monier Building Group S.A.’s actual results and could cause its actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, Braas Monier Building Group S.A.
Director Group Communications / Investor Relations
Braas Monier Building Group