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Aspen closes EUR 3,000,000,000 equivalent facilities arrangements
ASPEN PHARMACARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa) (“Aspen Holdings”)
Registration number: 1985/0002935/06
Share code: APN
ISIN: ZAE000066692
and its subsidiaries (collectively “Aspen” or “the Group”)
ASPEN CLOSES €3,000,000,000 EQUIVALENT FACILITIES ARRANGEMENTS
Aspen Holdings is pleased to announce the successful closing of arrangements in respect of funding
facilities equivalent to €3,000,000,000 (the “Facilities”) for Aspen Holdings and its wholly owned
subsidiaries Aspen Finance (Pty) Limited, Pharmacare Limited t/a Aspen Pharmacare and Aspen Asia
Pacific Pty Limited (together “Aspen”) on 8 June 2016.
Bank of America Merrill Lynch International Limited (“BofAML”), Barclays Bank PLC and Absa Bank
Limited (the “EUR Coordinating Bookrunners & Arrangers”) acted as Joint Coordinators for the EUR
facilities and The Standard Bank of South Africa Limited (“ZAR Coordinating Bookrunner &
Arranger”) as Coordinator for the ZAR facilities. Bank of America Merrill Lynch International Limited
acted as Documentation Agent and Facility Agent.
The Facilities were structured across EUR, ZAR and AUD term and revolving credit facilities with
tenors of 2 to 5 years. All facilities were consolidated into a single facility agreement (“the
Agreement”) with all creditors ranking pari-passu.
The initial launch size of €1.5bn for the EUR facilities was significantly oversubscribed (over 2x);
allowing Aspen to upsize the EUR facilities to €2.25bn and still offer the EUR banks considerable
scale-back.
The deal was highly successful against the wider backdrop of significant market volatility and the
challenging macroeconomic environment, and is a testament to Aspen’s strength as a corporation
as well as its strong relationships with investors. Twenty-seven lenders committed to the
transaction from across the USA, Europe, Africa, Australia and Asia, comprised of core banks as well
as a number of new relationships.
Details of the facilities are as follows:
EUR Facilities
Borrower: Aspen Finance (Pty) Ltd
Facilities: Tranche A1 - €775,000,000 2 year term facility
Tranche A2 - €387,500,000 2 year term facility
Tranche B1 - €275,000,000 3 year term facility
Tranche B2 - €137,500,000 3 year term facility
Tranche C1 - €450,000,000 4 year revolving facility
Tranche C2 - €225,000,000 4 year revolving facility
Purpose: Tranches A1, B1 & C1 - Group financing activities to facilitate the
refinancing of facilities of affiliates
Tranches A2, B2 & C2 - Group financing activities to facilitate
potential future permitted acquisitions by affiliates within 6 months
from the date of the Agreement
ZAR Facilities
Borrower: Pharmacare Limited/ Aspen Pharmacare Holdings Limited
Facility Amount: ZAR 3,000,000,000 3 year term facility
ZAR 2,000,000,000 5 year term facility
ZAR 2,000,000,000 4 year revolving facility
Purpose: Refinancing and general corporate purposes
AUD Facilities
Borrower: Aspen Asia Pacific Pty Limited
Facility Amount: AUD 450,000,000 4 year revolving facility
Purpose: Refinancing and general corporate purposes
The Facilities are collectively guaranteed by Aspen Pharmacare Holdings Limited, Pharmacare
Limited, Aspen Global Incorporated, Aspen Asia Pacific Pty Limited (and its active subsidiaries) and
Aspen Finance (Pty) Limited
Banks
EUR Facilities
Coordinating Bookrunners & Initial Mandated Lead Arrangers:
Absa Bank Limited
Barclays, Bank PLC
Bank of America Merrill Lynch
The Standard Bank of South Africa Limited
Bookrunners & Mandated Lead Arrangers:
BNP Paribas, Mizuho Bank, Ltd.
Standard Chartered Bank
The Bank of Tokyo-Mitsubishi UFJ, Ltd., UniCredit Group
Mandated Lead Arrangers:
Citi
Nedbank Limited, acting through its Corporate and Investment Banking division (“Nedbank”)
Intesa Sanpaolo
Lead Arrangers:
Commerzbank Aktiengesellschaft, London Branch
Commonwealth Bank of Australia
Industrial and Commercial Bank of China (Thai) Public Company Limited
Sumitomo Mitsui Banking Corporation Europe Limited
Westpac Banking Corporation
Arrangers:
Afrasia Bank Limited
Bank of Ireland Corporate Banking
Crédit Industriel et Commercial Singapore Branch
National Australia Bank Limited
ZAR Facilities
Mandated Lead Arrangers:
The Standard Bank of South Africa Limited
Nedbank Limited, acting through its Corporate and Investment Banking division (“Nedbank”)
Investec Bank Limited, acting through its Corporate and Institutional Banking division
Rand Merchant Bank, a division of FirstRand Limited
Old Mutual Investment Group - Specialised Finance
Sanlam Life Insurance Limited (acting through its Sanlam Structured Solutions division)
Senior Lead Arrangers:
Liberty Group Limited (acting through its Libfin division)
Stanlib Asset Manager
Lead Arranger:
MMI Group Limited
AUD Facilities
Bookrunners & Mandated Lead Arrangers:
Westpac Banking Corporation
Commonwealth Bank of Australia
Mandate Lead Arranger:
National Australia Bank Limited
Durban
8 June 2016
Sponsor:
Investec Bank Limited
About Aspen
Aspen is a leading global player in specialty and generic pharmaceuticals with an extensive basket
of products that provide treatment for a broad spectrum of acute and chronic conditions
experienced through all stages of life. Aspen continues to increase the number of lives benefitting
from its products, reaching more than 150 countries.
Aspen has a strong presence in both emerging and developed countries. Its emerging market
footprint includes Sub-Saharan Africa (where it is the largest pharmaceutical company), Latin
America, South East Asia, Eastern Europe and the Commonwealth of Independent States,
comprising Russia and the former Soviet Republics. From a developed world perspective Aspen is
one of the leading pharmaceutical companies in Australia and has a growing presence in other
developed countries, most notably in Western Europe.
Aspen operates with an established business presence in approximately 50 countries spanning 6
continents and employs more than 10,000 people. The Group operates 26 manufacturing facilities
across 18 sites. Aspen holds international manufacturing approvals from some of the most stringent
global regulatory agencies including the FDA, TGA and EMA. Aspen’s manufacturing capabilities are
scalable to demand and cover a wide variety of product-types including oral solid dose, liquids,
semi-solids, steriles, biologicals, APIs and INs.
Aspen, with a market cap of approximately R147 billion ($10 billion), is the largest pharmaceutical
company listed on the JSE Limited (share code: APN) and ranks amongst the top 20 listed
companies on this exchange. For more information visit: http://www.aspenpharma.com/
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