House of HR NV today announced that its indirect wholly owned subsidiary, The House of Finance NV (the “Issuer”) intends to offer, subject to market conditions, €50 million in aggregate principal amount of its 4.375% senior secured notes due 2026 (the “Additional Notes”) to be issued under the indenture dated July 26, 2019 (the “Existing Indenture”) governing the Issuer’s €320 million in aggregate principal amount of 4.375% senior secured notes due 2026 issued on July 26, 2019 (the “Existing Notes”). The Additional Notes will have the same terms as the Existing Notes and will constitute a single class of debt securities with the Existing Notes for all purposes under the Existing Indenture.
The Issuer intends to use the net proceeds of the offering of the Additional Notes for general corporate purposes, including potential future acquisitions, and to pay fees and expenses relating to the Offering.
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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 Additional 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 Additional Notes and the related guarantees thereof have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States, 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 and applicable state or local securities laws. Accordingly, the Additional 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 or, if completed, as to the terms on which it will be completed.
Promotion of the Additional Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Additional 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) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, 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 Additional Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Additional 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, 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(e) of Regulation (EU) 2017/1129 (including any relevant implementing measure in each EEA member state) and must not be acted on or relied on by other persons in that member state.
In connection with the issuance of the Additional Notes, a stabilizing manager (or any person acting on behalf of such stabilizing manager) may over-allot Additional Notes or effect transactions with a view to supporting the market price of the Additional 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 offer of the Additional Notes 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 Additional Notes and 60 days after the date of the allotment of the Additional Notes. Any stabilization action or over-allotment must be conducted by the stabilizing manager (or person acting on behalf of the stabilizing manager) in accordance with all applicable laws and rules.
This announcement contains certain forward-looking statements with respect to certain of House of HR NV’s current expectations and projections about future events. These statements reflect management’s 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. The information contained in this announcement is subject to change without notice and, except as required by applicable law, House of HR NV 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.