London, United Kingdom,  November 2020 – Boparan Holdings Limited (the “Company”) today announced that its wholly-owned subsidiary, Boparan Finance plc (the “Issuer”), is offering £475.0 million aggregate principal amount of senior secured notes due 2025 (the “Notes”).
The Notes will be senior obligations of the Issuer and will be guaranteed on a senior basis by the Company and certain of its subsidiaries. Interest will be payable semi-annually. The interest rate, offering price and other terms will be determined at the time of pricing of the offering, subject to market conditions. The Company and the Issuer have prepared an offering memorandum which will be made available to selected prospective purchasers of the Notes. As part of the initial distribution of the Notes, Ranjit Singh Boparan and Baljinder Kaur Boparan intend to purchase up to £50.0 million aggregate principal amount of the Notes from the initial purchasers, with the final allocation to be determined by the Company.
In addition to the offering of the Notes, on 11 November 2020, the Company has also signed commitments for a super senior revolving credit facility for an initial amount of up to £80.0 million, which amount may be increased (on an uncommitted basis) to £90.0 million at the option of the Company (the “New Revolving Facility”). Drawings under the New Revolving Facility are conditional upon the closing of the Notes offering.
The Company intends to use the gross proceeds of the Notes offering, together with cash at bank and in hand and proceeds from the previously announced sale of part of its Fox’s biscuit business to a Ferrero-related company, to repay its existing indebtedness.
The Issuer intends to issue a notice to redeem all of its outstanding €300.0 million aggregate principal amount of its 4.375% Senior Notes due 2021 and £330.0 million aggregate principal amount of its 5.50% Senior Notes due 2021 issued by the Issuer on 7 July 2014 (in each case, plus accrued interest) (together, the “Existing Notes”) upon their applicable optional redemption terms, as set forth in the indenture governing the Existing Notes. The redemption of the Existing Notes will be conditional upon the closing of the Notes offering. The Company’s existing revolving facility and existing loan facility are also expected to be cancelled and repaid in full on or about the closing of the Notes offering.
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The Notes are being offered to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and outside the United States in accordance with Regulation S under the Securities Act. Any offers of the Notes will be made only by means of the offering memorandum prepared by the Company in connection with the Notes offering. The Notes 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 an applicable exemption from registration requirements.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or country.
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 European Economic Area (“EEA”) or the United Kingdom (the “UK”). 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 2016/97/EU, 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 Regulation (EU) 2017/1129. 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 U.K. has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the U.K. may be unlawful under the PRIIPs Regulation. References to Regulations or Directives include, in relation to the U.K., those Regulations or Directives as they form part of U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in U.K. domestic law, as appropriate.
In connection with the issuance of the Notes, Goldman Sachs International (the “Stabilizing Manager”) (or any person acting on behalf of the Stabilizing Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager (or any person acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offering is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over allotment must be conducted by the Stabilizing Manager (or a person acting on behalf of the Stabilizing Manager) in accordance with all applicable laws and regulations.
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About Boparan Holdings:
Boparan Holdings is the parent company for 2 Sisters Food Group with headquarters in Birmingham. We are a leading food manufacturer with strong market positions in Poultry, Meals and Bakery categories. We focus on delivering the highest quality products to our customers at the lowest cost.
This announcement contains forward-looking statements in relation to Boparan Holdings Limited (the “Company”) and its subsidiaries. By its very nature, forward-looking information requires the Company to make assumptions that may not materialise or that may not be accurate. Forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company that could cause the actual performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise, except as required by law.
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