GETLINK SE: Issue of additional senior secured “green” notes due 2025 (Inside information)

Getlink SE (the “Issuer”) today announces that it is launching an offering of additional senior secured “green” notes due 2025 (the “Additional Notes” and such offering, the “Additional Notes Offering”). The Additional Notes will be consolidated and treated as a single class with the Issuer’s €700.0 million in aggregate principal amount “green” senior secured notes due 2025 (the “Original Notes” and together with the Additional Notes, the “Notes”).

In line with Getlink’s focus on sustainability, the Additional Notes will be classified as “Green Bonds”[1]. The Issuer intends to use the proceeds of the Additional Notes Offering to: (a) fund eligible “green” assets; and (b) pay fees and expenses in relation to the Additional Notes Offering. The Additional Notes will not be made available to retail investors.

Getlink has appointed BNP Paribas and Goldman Sachs Bank Europe SE to be the joint global coordinators and active bookrunners, and Société Générale to be the joint bookrunner, for the Additional Notes Offering.

Results of the Additional Notes Offering will be confirmed towards the end of the week.

 

 

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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 GETLINK SE OR ANY OF ITS AFFILIATES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE BELOW.

This announcement is not an offer of any 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 U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Additional Notes Offering described in this announcement has not been and will not be registered under the U.S. Securities Act. There will be no public offering of these securities in the United States.

This announcement has been prepared on the basis that any offer of the Additional Notes in any member state of the European Economic Area (the “EEA”) will be made pursuant to an exemption under the Regulation (EU) 2017/1129, as amended, from the requirement to publish a prospectus for the Additional Notes Offering.

The Additional Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended the “PRIIPs Regulation”) for offering or selling the Additional Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Additional Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The Additional Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Additional Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Additional Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Professional Investors and ECPs only target market. Solely for the purposes of the manufacturers’ product approval process, the target market assessment in respect of the Additional Notes has led the manufacturers to the conclusion that: (i) the target market for the Additional Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Additional Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Additional Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Additional Notes has led to the conclusion that: (i) the target market for the Additional Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Additional Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Additional Notes (for the purposes of this provision, a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Additional Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

The Additional Notes may only be offered or sold in France to qualified investors (“investisseurs qualifiés”), as defined in Article L. 411‑2 1° of the French Code monétaire et financier, and this announcement and any offering or marketing materials relating to the Additional Notes must also only be made available or distributed in France to qualified investors (“investisseurs qualifiés”), as defined in Article L. 411‑2 1° of the French Code monétaire et financier.

In the United Kingdom, this announcement is for distribution only to persons who: (i) 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 “Financial Promotion Order”); (ii) are persons falling within Articles 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order; or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any Additional Notes 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. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Neither the content of any website of Getlink nor any website accessible by hyperlinks on any website of Getlink 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 Getlink’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 Getlink. No representation is made that the underlying assumptions are reasonable. Getlink’s actual results may differ from those set forth in the forward-looking statements as a result of various factors. Getlink 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 (“MAR”). For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Michael Schuller, Corporate Finance Director and Head of Investor Relations.

Footnotes

 

  1. ^ [1] The Additional Notes will meet the criteria of the International Capital Markets Association’s Green Bond Principles (2018) (the “Green Bond Principles”), as certified by DNV GL Business Assurance Services UK Limited (“DNV”) in 2020.

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