| Company announcement No. 06/2017 |
Nets A/S announces fixed income investor meetings for potential notes offering by its subsidiary Nassa Topco AS
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Nets A/S (together with its subsidiaries, the " Nets Group ") announced today that invitations for investor meetings in Europe commencing March 27, 2017 have been sent to certain fixed income investors, and that an offering of €350.0 million in aggregate principal amount of senior notes due 2024 (the " Notes ") by its subsidiary Nassa Topco AS may follow, subject to market conditions. In the event an offering of Notes is undertaken, the proceeds from such offering would be used to refinance a portion of the 3-year tenor term loan outstanding under the facilities agreement of the Nets Group and to pay fees and expenses in connection with such offering.
The Notes would be offered in the United States 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 to non-U.S. persons in accordance with Regulation S under the Securities Act.
For further information, please contact:
For media enquiries: Karsten Anker Petersen, Head of Communications, at +45 44 89 78 83 or kapet@nets.eu
For investor and analyst enquiries: Lars Oestmoe, Head of M&A and IR, at +47 91 34 71 77 or lostm@nets.eu
Important notice
This announcement is not an offer of securities for sale in the United States. The 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 Notes described in this press release has not been and will not be registered under the Securities Act, and accordingly any offer or sale of Notes may be made only in a transaction exempt from the registration requirements of the Securities Act.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Canada, Japan or Australia. The information in this announcement does not constitute an offer of securities for sale in Canada, Japan or Australia.
This announcement has been prepared on the basis that any offer of the 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 Notes. Accordingly any person making or intending to make any offer in that Relevant Member State of the Notes which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for the issuer or any of the initial purchasers of such 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 Notes have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the issuer or any initial purchasers of such Notes to publish or supplement a prospectus for such offer.
This announcement 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 announcement 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 announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
Neither the content of the Nets Group's website nor any website accessible by hyperlinks on the Nets Group's website 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 results of the Nets Group or their respective industries' 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 Nets 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.
Important Regulatory Notice
This announcement contains information that prior to its disclosure may have constituted inside information under European Union Regulation 596/2014 on market abuse.
