Thursday, March 22, 2018 /09:18AM/NSE
Seplat today announced that it has completed its offering of $350 million in aggregate principal amount of 9.25% senior notes due 2023 (the ”Notes”). The Notes have been issued by the Company and guaranteed by certain of its subsidiaries. The proceeds of the Notes, together with drawings under an amended and restated revolving credit facility, are being used to refinance existing indebtedness and for general corporate purposes.
This announcement is not an offer of securities of the Company for sale in the United States. The securities have not been registered under the US. Securities Act of 1933, as amended (the ”Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any offering of securities will be made by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and its management, as well as financial statements.
This announcement is not an offering circular or an invitation to the public to acquire or dispose of any securities of the Company pursuant to the Nigerian Investments and Securities Act, No. 29 of 2007 (the ”ISA”) and the Rules and Regulations of the Nigerian SEC, 2013, as amended (”Nigerian SEC Rules”). The securities have not been registered under the ISA and may not be offered or sold within Nigeria to, or for the account or benefit of, persons resident in Nigeria, except to the extent that the relevant offering memorandum and the securities have been registered with the Nigerian SEC and its written approval obtained in accordance with the provisions of the ISA and the Nigerian SEC Rules.
This announcement is for information purposes only and is directed only at persons who are: (1) located outside the United States and are (a) persons in member states of the European Economic Area (the "EEA") who are qualified investors (as defined in EU Prospectus Directive 2003/71/EC (as amended, including by EU Directive 2010/73/EU to the extent implemented in the relevant member state)); (b) persons in the United Kingdom who are qualified investors and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"); or (ii) persons falling within Article 49(2) (a) to (d) of the Order ("high net worth companies, unincorporated associations, etc."); or (iii) persons to whom it may otherwise be lawfully communicated or (2) reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the US. Securities Act) (all such persons in (1) and (2) together being referred to as "relevant persons"). This announcement 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. Persons distributing this announcement must satisfy themselves that it is lawful to do so.