THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF RUBIS TERMINAL INFRA
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAW.
Rubis Terminal Infra Announces Offering of Additional Senior Secured Notes
Rubis Terminal Infra, a limited liability company (société par actions simplifiée) organized under the laws of France (the “Issuer”) and member of the Rubis Terminal group (the “Group”), has launched an offering of €150.0 million aggregate principal amount of temporary 5.625% senior secured notes due 2025 (the “Temporary Notes”) as part of the financing for the acquisition by the Group of Terminales Portuarias, S.L., a sociedad limitada organized under the laws of Spain (“Tepsa”). On or about the completion date of the Tepsa acquisition, the Temporary Notes will be automatically exchanged for an equal aggregate principal amount of the Issuer’s additional 5.625% senior secured notes due 2025 (the “Additional Notes”) which will have the same terms as, and constitute a single class of debt securities with, the Issuer’s €410 million aggregate principal amount of 5.625% Senior Notes due 2025 (the “Original Notes”) that were issued on May 19, 2020. The Additional Notes, when issued, will trade under the same ISIN and Common Code numbers as the Original Notes.
Pending consummation of the Tepsa acquisition, the gross proceeds of Temporary Notes will be deposited into an escrow account for the benefit of the holders of the Temporary Notes. The release of the escrowed proceeds will be subject to the satisfaction of certain conditions. If the Tepsa acquisition is not consummated on or prior to February 28, 2021 or upon the occurrence of certain other events, the Temporary Notes will be subject to a special mandatory redemption at a price equal to 100% of the aggregate issue price of the Temporary Notes, plus accrued and unpaid interest and additional amounts, if any.
Upon release from the escrow account, the Issuer will use the gross proceeds from the offering, together with funds indirectly contributed or loaned to it by Rubis SCA and I Squared Capital Advisors (US) LLC and cash on hand, to pay the purchase price for the Tepsa acquisition and fees and expenses related to the transactions.
The offering is being made by means of an offering memorandum. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Temporary Notes, Additional Notes or Original Notes (together, the “Notes”) or any other security in any jurisdiction and shall, in any circumstance, 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 offer and sale of the Notes has not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) unless so registered or an exemption from the registration requirements of the Securities Act is available. The Issuer does not intend to register any portion of the offering of the Securities in the United States or to conduct a public offering of the Securities in the United States.
No action has been, or will be, taken in any jurisdiction (including the United States) by the Issuer that would result in a public offering of the Notes or the possession, circulation or distribution of any offering memorandum or any other material relating to the Issuer or the Notes in any jurisdiction where action for such purpose is required.
The offering memorandum relating to the Notes and the Notes shall only be offered or sold, directly or indirectly, to the public in France pursuant to an exemption under Article 1(4) of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and under Article L.411-2 of the French Monetary and Financial Code (Code monétaire et financier).
The Notes may only be offered or sold in France to qualified investors (investisseurs qualifiés) as defined in the Prospectus Regulation as amended from time to time and in Article L.411-2 1° of the French Monetary and Financial Code.
The offering memorandum related to the Notes is for distribution only to, and is only directed at, persons who (i) are outside the United Kingdom, (ii) have 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”), (iii) are high net worth entities falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order or (iv) 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 (the “FSMA”)) in connection with the issue or sale of any Notes may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This press release 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 press release relates is available only to relevant persons and will be engaged in only with relevant persons. The Notes are being offered solely to “qualified investors” as defined in the Prospectus Regulation and accordingly the offer of Notes is not subject to the obligation to publish a prospectus within the meaning of the Prospectus Regulation. Any person who is not a relevant person should not act or rely on this press release or any of its contents.
MiFID II professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
Neither the content of the Issuer’s website nor any website accessible by hyperlinks on the Issuer’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions 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.
This press release may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Issuer or its subsidiaries about further events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.