News Release
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
12 November 2013
BALFOUR BEATTY PLC CONVERTIBLE BOND OFFERING
Balfour Beatty plc (the "Company" or the "Guarantor") today announces the launch of an offering (the "Offering") of approximately £250 million of senior, unsecured Convertible Bonds due 2018 (the "Bonds").
As the Company's business has evolved, it has explored ways of diversifying its sources of funding away from the pure bank market and issued in the first half of 2013 US$350 million notes by way of a US private placement.
The Company intends to take advantage of currently favourable convertible market conditions to continue diversifying its funding sources, lock in long-term financing at attractive terms and provide additional liquidity.
The Company is planning to use the net proceeds of the Offering to repay short-term borrowing under its revolving credit facility and for general corporate purposes.
The Bonds will be issued by Balfour Beatty Finance No.2 Limited (the "Issuer"), a wholly-owned subsidiary of the Company. The Bonds will be guaranteed by the Company. The shares initially underlying the Bonds represent approximately 9.99% of the Company's issued share capital immediately prior to the Offering.
The Bonds, which are expected to have a maturity date of 3 December 2018, will be issued at par and are expected to carry a coupon of between 1.875% and 2.375% per annum payable semi-annually in arrear. The Bonds will be convertible into ordinary shares of the Company (the "Shares") at an initial conversion price to be set initially at a premium of between 30% and 35% above the volume-weighted average price of the Shares between launch and pricing. The conversion price will be subject to adjustments pursuant to the terms and conditions of the Bonds.
The Issuer has the right to redeem all outstanding Bonds at par plus accrued interest (i) on or after the third anniversary of the Settlement Date plus 21 days if the aggregate value of the Shares per Bond for a specified period of time equals or exceeds 130% of the principal amount of the Bond or (ii) if 15% or less of the principal amount of the Bonds originally issued remains outstanding.
The final terms of the Bonds are expected to be announced today and settlement is expected to take place on or around 3 December 2013 (the "Settlement Date").
It is intended that an application will be made for the Bonds to be listed on a recognised stock exchange (as such is defined in section 1005 of the Income Tax Act 2007) after the Settlement Date, but prior to the first Interest Payment Date of the Bonds.
BofA Merrill Lynch and Goldman Sachs International are acting as Joint Global Coordinators and corporate brokers to the Company and BofA Merrill Lynch, Goldman Sachs International, HSBC Bank plc and The Royal Bank of Scotland are acting as Joint Bookrunners in respect of the Offering.
ENDS
Analyst/investor enquiries:
Duncan Magrath, CFO Balfour Beatty plc Tel. +44 (0)20 7216 6808 |
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Media enquiries:
Liz Morley
Maitland
Tel. +44 (0)20 7379 5151
Disclaimer
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Canada, Australia, South Africa or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement and any offer and sale of the Bonds may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of Australia, Canada, South Africa or Japan, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Subject to certain exceptions, the Bonds referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. There will be no public offer of the Bonds in the United States, Australia, Canada, South Africa or Japan.
This announcement is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Bonds in such jurisdiction. No action has been taken by Goldman Sachs International, Merrill Lynch International, HSBC Bank plc and The Royal Bank of Scotland plc (together, the "Managers") or the Issuer, the Guarantor or any of their respective affiliates that would permit an offering of the Bonds or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. Each person who initially acquires any Bonds or to whom any offer of the Bonds may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor as defined above.
In the United Kingdom this announcement is directed exclusively at Qualified Investors (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") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
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.
In the case of any securities being offered to any investor as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such investor will also be deemed to have represented and agreed that the securities acquired by it in the Offering have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the United Kingdom and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA where this would result in a requirement for publication by the Issuer, the Guarantor, the Managers or any other manager of a prospectus pursuant to Article 3 of the Prospectus Directive.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Managers or by any of their respective affiliates, officers, employees or agents as to or in relation to the accuracy or completeness of this announcement, publicly available information on the Issuer or any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed.
Any purchase of Bonds in the proposed Offering should be made solely on the basis of the publicly available information relating to the Guarantor and the information contained in the term sheet to be issued by the Issuer in connection with the Offering. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
In connection with the Offering, each of the Managers and any of their respective affiliates acting as an investor for their own account may take up Bonds or the underlying shares and in that capacity may retain, purchase or sell for their own account such securities and any securities of the Issuer or any related investments and may offer or sell such securities or other investments otherwise than in connection with the Offering. Each of the Managers does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
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 Offering. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
Each of the Managers, each of which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting on behalf of the Issuer and the Guarantor and no one else in connection with the securities and will not be responsible to any other person for providing the protections afforded to clients of the respective Managers or for providing advice in relation to any offering of the Bonds.
Notes to Editors:
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Balfour Beatty (www.balfourbeatty.com) is an international infrastructure group that delivers world class services essential to the development, creation and care of infrastructure assets; from finance and development, through design and project management to construction and maintenance. Our businesses draw on more than 100 years of experience to deliver the highest levels of quality, safety and technical expertise to our clients principally in the UK, the US, Southeast Asia and the Middle East. We continue to develop our business in key growth markets in South Africa, Australia, Canada, Brazil and India. With proven expertise in delivering infrastructure critical to support communities and society today and in the future, our key market sectors include transportation (roads, rail and aviation), power and energy, mining, water and social infrastructure such as hospitals and schools. Balfour Beatty employs 50,000 people around the world. |
