To view the PDF file, sign up for a MySharenet subscription.

VIVO ENERGY PLC - Proposed offering of Senior Notes

Release Date: 30/05/2018 08:00
Code(s): VVO     PDF:  
Wrap Text
Proposed offering of Senior Notes

Vivo Energy plc
(Incorporated in England and Wales)
(Registration number: 11250655)
(Share code: VVO)
LEI: 213800TR7V9QN896AU56
ISIN: GB00BDGT2M75


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 VIVO ENERGY INVESTMENTS B.V. NOT FOR
RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF
AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE
THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

FOR IMMEDIATE RELEASE

30 May 2018

                                         Vivo Energy Investments B.V.

            Proposed offering of $[400] million Senior Notes due 2023 or 2025

Vivo Energy Investments B.V., a subsidiary of Vivo Energy plc, today announces an offering (the
"Offering") of $[400] million senior notes due 2023 or 2025 guaranteed on a senior unsecured basis
by Vivo Energy plc and Vivo Energy Holding B.V. (the "Notes"). Vivo Energy plc is rated BB+ (positive)
by S&P and BB+ (stable) by Fitch, and the Notes are expected to be rated BB+/BB+ by S&P and Fitch.
The gross proceeds of the Offering, together with borrowings under the $400 million equivalent
multicurrency revolving credit facility and cash on hand, will be used to (a) repay all amounts
outstanding under the amortising term facility with an outstanding principal equivalent amount equal
to the aggregate of US$157,500,000 and €139,749,072.30 as well as an incremental term facility
denominated in US dollars with an outstanding aggregate principal amount of US$160,000,000; (b) pay
fees and expenses incurred in connection with the initial public offering of Vivo Energy plc and the
offering of the Notes related transactions and (c) finance the expected cash consideration of the
proposed acquisition by Vivo Energy plc and its subsidiary undertakings of Engen International Holdings
(Mauritius) Limited and its subsidiaries and subsidiary undertakings, which is targeted for the third
quarter of 2018, and related expenses.
There will be no public offering of the Notes. The Notes will be offered and sold only to qualified
institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act") and outside the United States in accordance with Regulation S under the
U.S. Securities Act.


Important notice

This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities Act. The offering of Notes described in this announcement and any related
guarantees have not been and will not be registered under the Securities Act. There will be no public offering of these securities in the United
States.

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.

This announcement has been prepared on the basis that any offer of the Notes in any Member State of the EEA will be made pursuant to an
exemption under the Directive 2003/71/EC, together with any amendments thereto, including Directive 2010/73/EU, to the extent
implemented in the relevant member state from the requirement to publish a prospectus for offers of Notes.

This announcement is only being distributed to, and is only directed at, persons in the United Kingdom that (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 any website of Vivo Energy plc and its subsidiaries (the “Group”) nor any website accessible by hyperlinks on any
website of the Group is incorporated in, or forms part of, this announcement. No money, securities or other consideration is being solicited, and,
if sent in response to the information contained herein, will not be accepted.

The announcement may contain certain “forward-looking statements”, forecasts, estimates, projections and opinions. Forward-looking
statements include, but are not limited to, all statements other than statements of historical facts contained in this announcement, including,
without limitation, those regarding the Group’s results of operations, strategy, plans, objectives, goals and targets. The forward-looking
statements in this announcement can be identified, in some instances, by the use of words such as “expects”, “anticipates”, “intends”, “believes”,
and similar language or the negative thereof or similar expressions that are predictions of or indicate future events or future trends. By their
nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to
events and depend on circumstances that will occur in the future whether or not outside the control of the Group. No representation is made
that the underlying assumptions are reasonable. The Group’s actual results may differ from those set forth in the forward-looking statements
as a result of various factors (including, but not limited to intense competition in the markets in which the Group operates, costs of compliance
with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting the Group’s markets, and other
factors beyond the control of the Group). The Group is under no obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the
date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as a representation
that such trends or events will continue in the future.

This announcement contains inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse.



For further information please contact:

Media
Tulchan Communications LLP
Martin Robinson, Toby Bates
+44 20 7353 4200
vivoenergy@tulchangroup.com


Vivo Energy Investments B.V.
Rob Foyle
+44 1234 904 037
rob.foyle@vivoenergy.com


Investors
investors@vivoenergy.com




JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd

Date: 30/05/2018 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story