Information  X 
Enter a valid email address
  Print          More announcements

Tuesday 18 January, 2022

Voyage Care

Voyage Launch of SSN offering

RNS Number : 8047Y
Voyage Care
18 January 2022
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,

DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES

OF AMERICA, CANADA, JAPAN OR AUSTRALIA

 

VOYAGE CARE ANNOUNCES LAUNCH OF
SENIOR SECURED NOTES OFFERING

 

LONDON - 18 January 2022

 

Voyage Care BondCo plc (the "Issuer") today announced the offering of £250 million aggregate principal amount of senior secured notes due 2027 (the "Notes"). The proceeds from the offering, if completed, will be used, together with cash on hand, to (i) redeem in full the outstanding amount of the Issuer's £215 million aggregate principal amount of 5.875% senior secured notes due 2023 and the Issuer's £35 million aggregate principal amount of 10.0% second lien notes due 2023, including in each case the payment of accrued and unpaid interest, and (ii) pay certain fees and expenses in connection with the foregoing.

 

Cautionary Statement

 

The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. This announcement is not an offer to sell the Notes in the United States. The Notes to be offered have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold, directly or indirectly, in the United States or to or for the account or benefit of U.S. persons, as such term is defined in Regulation S of the Securities Act, absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. If any public offering of the Notes is made in the United States, it will be by means of a prospectus that may be obtained from the Issuer that will contain detailed information about the Issuer, the Voyage Care group, management, as well as financial statements. No public offering of the Notes will be made in the United States in connection with the above-mentioned transaction. 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.

 

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 U.K. retail investor in the United Kingdom. For these purposes, a "U.K. retail investor" means (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 EUWA, or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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 U.K. Prospectus Regulation. Consequently no key information document required by Regulation (EU) 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "U.K. PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to U.K. retail investors in the U.K. has been prepared and therefore offering or selling the Securities or otherwise making them available to any U.K. retail investor in the U.K. may be unlawful under the U.K. PRIIPs Regulation. This announcement does not constitute and shall not, in any circumstances, constitute an offering to EEA retail investors. The offer and sale of the Notes in the United Kingdom will be made pursuant to an exemption under the U.K. Prospectus Regulation from the requirement to publish a prospectus for offers of notes. The preliminary offering memorandum produced for the offering of the Notes is not a prospectus for the purposes of the U.K. Prospectus Regulation.

 

This communication does not constitute an offer of securities to the public in the United Kingdom. In the United Kingdom, this announcement is only being distributed only to, and are directed only at persons who are "qualified investors" (as defined in the U.K. Prospectus Regulation) who are (i) persons having 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) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as "Relevant Persons." The preliminary offering memorandum produced for the offering of the Notes and this announcement are being distributed only to and directed only at Relevant Persons and must not be acted on or relied upon 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. In the United Kingdom, any offer of the Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons. The preliminary offering memorandum produced for the offering of the Notes and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person. Any person in the United Kingdom that is not a Relevant Person should not act or rely on the preliminary offering memorandum produced for the offering of the Notes or this announcement or its contents. The Notes described in the preliminary offering memorandum are not being offered to the public in the United Kingdom.

 

This announcement has been prepared on the basis that any offer of the Notes in any Member State of the European Economic Area ("EEA") (each, a "Relevant State") will be made pursuant to an exemption under Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"), from the requirement to publish a prospectus for offers of securities. This announcement has been prepared on the basis that any offer of the Notes in the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended by the European Union (Withdrawal Agreement) Act 2020 ("EUWA") (the "U.K. Prospectus Regulation"), from the requirement to publish a prospectus for offers of notes.

 

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 EEA retail investor in the EEA. For these purposes, a "EEA 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 (EU) 2014/65 (as amended, "MiFID II"), (ii) a customer within the meaning of Directive (EU) 2016/97 (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 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 EEA retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any EEA retail investor in the EEA may be unlawful under the PRIIPs Regulation. This announcement does not constitute and shall not, in any circumstances, constitute an offering to EEA retail investors. The offer and sale of the Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. The preliminary offering memorandum produced for the offering of the Notes is not a prospectus for the purposes of the Prospectus Regulation.

 

In connection with the issuance of the Notes, one of the initial purchasers will serve as stabilising manager and may over-allot the Notes or effect transactions for a limited period of time with a view to supporting the market prices of the Notes at a level higher than that which might otherwise prevail. However, the stabilising manager is not obliged to do this and there can be no assurance that the stabilising manager (or any person acting on behalf of the stabilising manager) will undertake stabilisation actions. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offering of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 calendar days after the issue date of the Notes and 60 calendar days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted in accordance with all applicable laws and rules.

 

Forward-Looking Statements

 

This announcement may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "predicts," "foresees," ‟estimates," ‟anticipates," "expects," "projects," "seeks," "plans," ‟intends," ‟may," ‟will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Voyage Care group or its affiliates' intentions, beliefs or current expectations concerning, among other things, the Voyage Care group or its affiliates' results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. 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. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Voyage Care group or its affiliates' actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Voyage Care group or its affiliates' results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this announcement or the preliminary offering memorandum produced for the offering of the Notes, those results or developments may not be indicative of results or developments in subsequent periods.

 

End.

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

Reach is a non-regulatory news service. By using this service an issuer is confirming that the information contained within this announcement is of a non-regulatory nature. Reach announcements are identified with an orange label and the word “Reach” in the source column of the News Explorer pages of London Stock Exchange’s website so that they are distinguished from the RNS UK regulatory service. Other vendors subscribing for Reach press releases may use a different method to distinguish Reach announcements from UK regulatory news.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
NRABPMRTMTABMFT

a d v e r t i s e m e n t