London, United Kingdom, 22 July 2016. IDH Finance plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”), announced today that it has priced £425.0 million in aggregate principal amount of senior secured notes due 2022 (the “Senior Secured Notes”). The Senior Secured Notes will comprise (i) £275,000,000 million in aggregate principal amount of 6.25% fixed interest rate Senior Secured Notes and (ii) £150,000,000 million in aggregate principal amount of floating interest rate Senior Secured Notes. The Issuer expects that the Senior Secured Notes will be issued on 5 August 2016.
The Issuer has also entered into a commitment letter with entities associated with Goldman Sachs Merchant Banking Division, pursuant to which such entities have agreed to purchase £130.0 million in aggregate principal amount of the Issuer’s second lien notes due 2023 (the “Second Lien Notes”) subject to the terms and conditions contained therein.
The proceeds of the Senior Secured Notes will be used, together with the proceeds of the Second Lien Notes and cash on hand, to: (i) fund the redemption of all of (a) the £200.0 million in aggregate principal amount of the Issuer’s 6% Senior Secured Fixed Rate Notes due 2018, (b) the £225.0 million in aggregate principal amount of the Issuer’s Senior Secured Floating Rate Notes due 2018 and (c) the £75.0 million in aggregate principal amount of the Issuer’s 8½% Second Lien Notes due 2019; (ii) repay all amounts outstanding under and refinance the existing £100.0 million revolving credit facility; and (iii) pay certain fees and expenses in connection with the foregoing.
The Senior Secured Notes are being offered only 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 and, if an investor is a resident of a member state of the European Economic Area (the “EEA”), only to such an investor that is a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC, together with any amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state (the “Prospectus Directive”)).
This document is not an offer of securities for sale in the United States. The Senior Secured Notes may not be sold in the United States unless they are registered under the Securities Act or are exempt from registration. The offering of Senior Secured Notes described in this announcement and any related guarantees have not been and will not be registered under the Securities Act, and accordingly any offer or sale of Senior Secured Notes and such guarantees may be made only in a transaction exempt from the registration requirements of the Securities Act.
It may be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.
This document has been prepared on the basis that any offer of the Senior Secured Notes in any Member State of the European Economic Area (“EEA”) which has implemented the Prospectus Directive (2003/71/EC), as amended by Directive 2010/73/EU (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Senior Secured Notes. Accordingly any person making or intending to make any offer in that Relevant Member State of the Senior Secured Notes which are the subject of the placement contemplated in this document may only do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers of such Senior Secured Notes to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers of such Senior Secured Notes have authorized, nor do they authorize, the making of any offer of Senior Secured Notes in circumstances in which an obligation arises for the Issuer or any initial purchasers of such Senior Secured Notes to publish or supplement a prospectus for such offer.
This document is only being distributed to, and is only directed at, persons in the United Kingdom that are “qualified investors” within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive and that also (i) are “investment professionals” 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, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) 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”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
Neither the content of any website of the Issuer, Turnstone Midco 2 Limited or any of its subsidiaries (collectively, the “Mydentist Group”) nor any website accessible by hyperlinks on any website of the Mydentist Group is incorporated in, or forms part of, this announcement. The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
This press release may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Mydentist Group’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and the Mydentist Group does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
This disclosure includes the release of inside information.
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