NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN, OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
Amigo Holdings Limited Announces £250 Million Senior Secured Notes Offering
Bournemouth, Dorset—Amigo Holdings Limited ("Amigo Holdings") announced today that its 100% directly owned subsidiary Amigo Luxembourg S.A. (the "Issuer") launched an offering of £250 million aggregate principal amount of Senior Secured Notes due 2024 (the "Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States to certain non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the "Offering").
The Notes will be guaranteed on a senior secured basis by Amigo Holdings and all material subsidiaries of Amigo Holdings (other than the Issuer). The Issuer expects that the proceeds of the Offering, if completed, will be used together with borrowings under a new revolving credit facility and cash in hand to repay Amigo Loans Ltd’s existing revolving credit facility, partially repay outstanding shareholder loan notes, repay certain intragroup balances, and pay for estimated commissions, fees and other expenses in connection with the Offering.
Important Regulatory Notice
This announcement is not being made in and copies of it may not be distributed or sent into the United States, Canada, Australia or Japan.
The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Amigo Loans Group does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
This communication does not constitute an offer of the Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. FCA/ICMA Stabilisation.
In member states of the EEA, this announcement and any offer of securities if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). Any person in the EEA who acquires securities in any offer of securities (an "investor") or to whom any offer of securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other Member States (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. The Company and others will rely upon the truth and accuracy of the foregoing representations and agreements.
The statements in this press release that are not historical facts, including, most importantly, those statements preceded by, or that include, the words "may," "believe," "projects," "expects," "anticipates" or the negation thereof, or similar expressions, constitute "forward-looking statements" within the meaning of the securities laws of certain jurisdictions, These statements may include, but are not limited to, statements regarding the actual terms of the notes, the completion, timing and size of the proposed private offering, and the anticipated use of proceeds from the offering. For all "forward-looking statements," Amigo Holdings claims the protection of any available safe harbor for forward-looking statements contained in such securities laws. Such forward-looking statements involve risks, uncertainties and other factors which may cause actual results, performance or achievements of Amigo Holdings and its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Amigo Holdings disclaims any intent or obligation to update these forward-looking statements. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.