BOPARAN HOLDINGS LIMITED ANNOUNCES PRICING OF SENIOR SECURED NOTES

London, United Kingdom, 31 October 2024 – Boparan Holdings Limited (the “Company”) today announced that its wholly-owned subsidiary, Boparan Finance plc (the “Issuer”), has successfully completed the pricing of its offering of £390.0 million aggregate principal amount of senior secured notes due 2029 (the “Notes”).

Interest on the Notes will accrue at the rate of 9.375% per annum. Closing and funding are expected to take place on or about 07 November 2024, subject to customary conditions precedent for similar transactions.

The Notes will be senior obligations of the Issuer and will be guaranteed on a senior basis by the Company’s immediate parent company and certain of the parent’s subsidiaries, including the Company. Interest will be payable semi-annually.

The Issuer 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 European poultry business to Boparan Private Office Limited, a related party of the Company, to repay its existing indebtedness, including all outstanding amounts under the £525.0 million 7.625% Senior Secured Notes due 2025 (the “Existing Notes”).

On 25 October 2024, the Issuer (i) announced the launch of a tender offer for any and all of its Existing Notes held pursuant to the Regulation S global note in respect thereof (the “Tender Offer”) and (ii) issued a notice to redeem on or about 30 November 2024 all of the Existing Notes that remain outstanding after the Tender Offer at par (plus accrued and unpaid interest), pursuant to the indenture governing the Existing Notes.

The Tender Offer is conditional upon certain terms and conditions pursuant to a tender offer memorandum dated 25 October 2024. The redemption of the Existing Notes is conditional upon the completion of the offering of the Notes.

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.

A spokesman of the Company said:  "We are pleased to announce the successful pricing of our bond offering, which underlines the market’s confidence in our business and its belief in our on-going transformation strategy. The performance over the past 12 months has been very positive, and the proceeds of this deal will provide additional financial security and will help to deliver our growth plans. We would like to thank our bond investors for their support."

*  *  *  *

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”). 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”); or (ii) a customer within the meaning of the Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”), 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 (as amended, the “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 has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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 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 (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

In connection with the issuance of the Notes, a bank appointed by the Company (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.

Enquiries:

Please go to the Investor Relations section of the corporate website

www.2sfg.com/investors/

A copy of this announcement will also be made available at

www.2sfg.com/investors/latest-news/

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.

 

See all our News