THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (OR TO U.S. PERSONS), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR IN ANY OTHER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 today the launch of a £150 million Reg S offering (the "Offering") of senior unsecured convertible bonds due December 2019 (the "Bonds") which may be increased by up to approx. £30 million at the option of Carillion before pricing.
The Company intends to take 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 Group continues to have a robust balance sheet with strong cash flow and net borrowing (excluding the effect of business acquisitions) reducing in line with expectations. Cash flow performance continues to follow the profile consistently forecasted, namely that following the completion of the planned rescaling of the UK construction activities the Group would return to positive net cash generation, as evidenced by the first-half results.
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 are expected to carry a coupon of between 1.875% and 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 is expected to be set at a premium of between 25% and 30% 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 will represent up to approximately 9.99% 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 of 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 £130,000, or (ii) at any time if the principal amount of the Bonds then outstanding is less than 15% of the Bonds originally issued.
The final terms of the Bonds are expected to be announced later today.
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 are acting as Joint Global Coordinators and Joint Bookrunners of the Offering. Crédit Agricole Corporate and Investment Bank and The Royal Bank of Scotland plc are acting as Joint 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 £4.1 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 and The Royal Bank of Scotland 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.
