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, 15 June 2016. Braas Monier Building Group S.A. (“Braas Monier”) announced that it has completed its refinancing, including the issuance of €435.0 million Senior Secured Notes with a coupon of 3.00% per annum and a new Revolving Credit Facility of €200.0 million. Both instruments are due 2021. The proceeds, together with available cash, will be used to (i) fully repay all the credit facilities under the existing senior facilities agreement dated 9 April 2014 (ii) redeem in full its €315.0 million Senior Secured Floating Rate Notes due 2020 (the “Former Notes”), (iii) fund payments in respect of certain hedging agreements and (iv) pay certain fees and expenses incurred in connection with the refinancing.
Braas Monier also announced that its subsidiary, BMBG Bond Finance S.C.A., has thus raised sufficient funds, together with available cash, to (i) pay and discharge the redemption price of, and accrued interest and any additional amounts, payable on the Former Notes, (ii) repay all the credit facilities under its credit facilities agreement dated 9 April 2014 and (iii) and pay all related expenses. As such, the Refinancing Condition (stated in the notice of redemption issued on 6 June 2016 in respect of the Former Notes) has been satisfied, and the redemption of the Former Notes will occur on 16 June 2016.
Director Group Communications / Investor Relations
Braas Monier Building Group
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.