Arrow Global Group PLC Issue of Debt

March 21st 2017
Arrow Global Group PLC Issue of Debt

TIDMARW

RNS Number : 1178A

Arrow Global Group PLC

21 March 2017

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

21 March 2017

Arrow Global Group PLC

Pricing of Offering of EUR400 Million Senior Secured Floating Rate Notes Due 2025

Arrow Global Group PLC (together with its subsidiaries, "Arrow Global") today announced that Arrow Global Finance plc, its indirect wholly-owned subsidiary, has priced its offering of EUR400 million in aggregate principal amount of senior secured floating rate notes due 2025 (the "2025 Notes"). The 2025 Notes were offered at an issue price of 100%.

The 2025 Notes will bear interest at a rate per annum equal to three month EURIBOR plus 2.875%, reset quarterly, provided that EURIBOR shall never be less than 0%. Interest on the 2025 Notes will be paid quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on July 1, 2017. The 2025 Notes are expected to be issued on March 29, 2017.

The 2025 Notes will be guaranteed by Arrow Global Guernsey Holdings Limited, an indirect wholly-owned subsidiary of Arrow Global Group PLC, and certain of its subsidiaries. The net proceeds from the offering are proposed to be used to fund the redemption of all of Arrow Global Finance plc's outstanding EUR335 million senior secured floating rate notes due 2021 (the "2021 Notes") and to repay partially the amounts drawn under the Arrow Global Revolving Credit Facility, with such repayment being in the amount of GBP32.5 million.

The issuance of the 2025 Notes and the redemption of the 2021 Notes will extend the maturity profile of Arrow Global's debt and reduce its ongoing interest costs. In addition to the fees and expenses associated with this transaction, Arrow Global expects to incur approximately GBP26.6 million of one-off costs, of which GBP17.3 million is a cash cost related to the call premium and cancellation of interest rate hedging related to the 2021 Notes and GBP9.3 million is a non-cash cost related to the write-off of transaction fees in relation to the 2021 Notes. These costs are expected to be tax deductible.

Conditional upon the redemption of the 2021 Notes and satisfaction of certain other customary conditions precedent, Arrow Global will extend the maturity date of its GBP215 million multi-currency revolving credit facility dated July 29, 2016 (the "Revolving Credit Facility") to on or around March 30, 2022. Arrow Global expects the weighted average maturity of its debt will be 7.1 years and the weighted average cost of its debt will be 4.1%, with GBP115.1 million available for borrowing under its Revolving Credit Facility as at March 15, 2017 (without giving effect to the expected repayment of GBP32.5 million).

ENQUIRIES:

Arrow Global 
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 Lee Rochford, Group 
  CEO 
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 Robert Memmott, Group 
  CFO                     +44 (0)161 242 5896 
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 Dan Hartley, Group 
  Treasurer 
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 Instinctif 
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 Mike Davies              +44 (0)20 7457 2020 
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 Giles Steward 
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   *           *           *

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 2025 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 2025 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"), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the 2025 Notes and the related guarantees are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act. There is no assurance that the offering will be completed.

Promotion of the 2025 Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the "FSMA"), and accordingly, the 2025 Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and 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 "Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the 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 FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The 2025 Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.

In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any EEA member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures, including Directive 2010/73/EC, in any member state, the "Prospectus Directive"), this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and must not be acted on or relied on by other persons in that member state. This announcement does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public and, in particular, this press release shall not be considered an "offer of securities to the public" for purposes of the Luxembourg law on prospectus for public offering dated 10 July 2005.

This announcement contains certain forward-looking statements with respect to certain of Arrow Global's current expectations and projections about future events, including in relation to the amount of the offering. These statements, which sometimes use words such as "intend," "proposed," "plan," "expect," and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, Arrow Global does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings or other measures of performance of Arrow Global for the current or future financial years will necessarily match or exceed the historical or published earnings or other measures of performance of Arrow Global.

Neither the content of Arrow Global's website nor any website accessible by hyperlinks on Arrow Global's website is incorporated in, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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March 21, 2017 12:45 ET (16:45 GMT)