TIDMCLLN
RNS Number : 6467Z
Carillion PLC
12 December 2014
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR
RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (OR TO U.S.
PERSONS), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW
Released: 12 December 2014
Carillion Convertible Bonds Offering
Carillion plc ("Carillion" or the "Company") announces the final
terms of its GBP170 million offering (the "Offering") of senior
unsecured convertible bonds due December 2019 (the "Bonds").
The Company took advantage of the currently favourable
conditions in the convertible bond market to lock in long-term
financing at attractive terms. Funds raised in the Offering will be
used to repay borrowing under its revolving credit facility,
funding recent acquisitions and for general corporate purposes.
The Bonds will be issued by Carillion Finance (Jersey) Limited,
a wholly-owned subsidiary of the Company incorporated in Jersey
(the "Issuer"), and will be guaranteed by the Company. The Bonds
will be senior and unsecured obligations of the Issuer and the
Company and will be subject to a negative pledge.
The Bonds will be issued at par and will carry a coupon of 2.50%
per annum payable semi-annually in equal instalments in arrear.
Subject to certain conditions, the Bonds will be convertible into
fully paid ordinary shares of Carillion (the "Ordinary Shares").
The initial conversion price has been set at GBP3.9856, a premium
of 25% above the volume weighted average price ("VWAP") of the
Ordinary Shares on the London Stock Exchange between launch and
pricing.
The Ordinary Shares underlying the Bonds represent approximately
9.9% of the Company's issued share capital immediately prior to the
Offering based on the initial conversion price.
Upon conversion of the Bonds, Carillion may elect to settle its
obligations by way of delivery of Ordinary Shares, payment of a
cash alternative amount (calculated by reference to the VWAP of an
Ordinary Share over a specified period) or a combination of the
two.
Unless previously redeemed, converted or purchased and
cancelled, the Bonds will be redeemed at par on or around 19
December 2019.
The Company will have the option to redeem in cash all but not
some only of the outstanding Bonds at par plus accrued interest if
(i) on or after 3 January 2018, the value of the Ordinary Shares
underlying a Bond over a specified period is at least GBP130,000,
or (ii) at any time if the principal amount of the Bonds then
outstanding is less than 15% of the Bonds originally issued.
Settlement and delivery of the Bonds are expected to take place
on or around 19 December 2014 (the "Closing Date").
It is then intended that an application will be made for the
Bonds to be listed on a recognised stock exchange after the Closing
Date but prior to the first interest payment date.
BNP Paribas and Morgan Stanley acted as Joint Global
Coordinators and Joint Bookrunners of the Offering. Crédit Agricole
Corporate and Investment Bank and The Royal Bank of Scotland plc
acted as Joint Bookrunners. Barclays Bank PLC, HSBC Bank plc and
MUFG acted as Co-Bookrunners.
*********************
About Carillion
Carillion is a leading integrated support services company with
a substantial portfolio of Public Private Partnership projects and
extensive construction capabilities.
The Group had annual revenue in 2013 of some GBP4.1 billion,
employs around 40,000 people and operates across the UK, in the
Middle Eastand Canada.
The Group has four business segments:
Support services - this includes facilities management,
facilities services, energy services, utility services, road
maintenance, rail services and consultancy services.
Public Private Partnership (PPP) projects- this includes
investing activities in PPP projects for Government buildings
and infrastructure, mainly in the Defence, Health, Education,
Transport and Secure accommodation sectors.
Middle East construction services - this includes our building
and civil engineering activities in the Middle East.
Construction services (excluding the Middle East) - this
includes building, civil engineering and development activities in
the UK and construction activities in Canada.
DISCLAIMER
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness. The
information in this announcement is subject to change.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States or to U.S.
persons. The distribution of this announcement may be restricted by
law in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer
to sell securities or the solicitation of any offer to subscribe
for or otherwise buy any securities to any person in the United
States, Canada, Australia, Japan, South Africa or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful. The securities referred to in this announcement have not
been and will not be registered in the United States under the US
Securities Act of 1933, as amended (the "Securities Act") and may
not be offered , delivered or sold in the United States or to, or
for the account or benefit of, U.S. persons unless registered under
the Securities Act or offered in a transaction exempt from, or not
subject to, the registration requirements of the Securities Act.
Subject to certain exceptions, the securities referred to herein
may not be offered or sold in Australia, South Africa, Canada or
Japan or to, or for the account or benefit of, any national,
resident or citizen of Australia, South Africa, Canada or Japan.
There will be no public offer of the securities in the United
States, Canada, Australia, Japan or South Africa.
This communication is directed only at persons (i) who 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") and
qualified investors falling within Article 49(2)(a) to (d) of the
Order, and (ii) to whom it may otherwise lawfully be communicated
under the Order (all such persons together being referred to as
"relevant persons"). This communication must not be acted on or
relied on by persons who are not relevant persons. Any investment
or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with
relevant persons.
Each of BNP Paribas, Morgan Stanley & Co. International plc,
Crédit Agricole Corporate and Investment Bank, The Royal Bank of
Scotland plc, Barclays Bank PLC, HSBC Bank plc and Mitsubishi UFJ
Securities International plc (each a "Manager" and together the
"Managers"), each of which is authorised and regulated by the
Financial Conduct Authority and also regulated by the Prudential
Regulation Authority (or authorised and regulated by their home
regulators) is acting exclusively for the Company and no one else
in connection with the Offering and will not be responsible to any
other person for providing the protections afforded to clients of
such Manager or for providing advice in relation to the Offering,
the Bonds or any other transaction, matter or arrangement referred
to in this announcement.
Each of the Company, the Issuer, the Managers and their
respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any statement contained in
this announcement whether as a result of new information, future
developments or otherwise.
Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the
amount invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments. This announcement does not constitute a recommendation
concerning the Bonds. The value of the Bonds can decrease as well
as increase. Potential investors should consult a professional
advisor as to the suitability of the Bonds for the person
concerned.
In connection with the Offering, the Managers and any of their
affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such securities and any other securities of the
Company or related investments in connection with the Bonds or the
Company or otherwise. Accordingly, references to the Bonds being
issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, the Managers and any of their
respective affiliates acting as investors for their own accounts.
The Managers do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
None of the Managers or any of their respective directors,
officers, employees, advisers or agents accepts any responsibility,
duty or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company, its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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