Walnut Bidco's launches €775 million (equivalent) notes offering
Press release 19 July 2019
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Following the closing of the public offer on Oriflame Holding AG (“Oriflame” or the “Company”) by Walnut Bidco Plc ("Walnut Bidco" or the “Issuer” and together with its subsidiaries, “we” or the “Group”), the Issuer today announces that it has launched an offering of €775 million (equivalent) in aggregate principal amount of Senior Secured Notes due 2024 (the “Notes”).
The proceeds of the offering of the Notes are expected to be used by the Issuer to (i) refinance amounts that were incurred under a bridge facilities agreement dated as of May 22, 2019 and as amended and restated on June 18, 2019, among, inter alio, the Issuer, as borrower, and the arrangers named therein, incurred in connection with the Issuer’s acquisition of the Company; (ii) repay certain existing indebtedness of the Company and its subsidiaries; (iii) pay the costs, fees and expenses incurred in connection with the offering of the Notes, the acquisition of the Company and related transactions; and (iv) pay other estimated costs related to the acquisition.
Walnut Bidco
For more information about the Offer, please see: www.walnutbidco.com
Foradditional information contact:
Alexander af Jochnick, Walnut Bidco Plc
Tel:+46 8 622 36 00, e-mail:walnut@afjochnick.com
Information about Walnut Bidco
Walnut Bidco is a newly formed entity indirectly wholly owned by the members of the families of Robert af Jochnick and the late Jonas af Jochnick, respectively, and certain closely related parties to them.
Walnut Bidco is a registered public limited liability company, with corporate registration number 129091, incorporated in Jersey and tax resident in the UK, with the registered address 47 Esplanade St Helier Jersey JE1 0BD.
Walnut Bidco was incorporated with the Jersey Financial Services Commission on 20 May 2019. The company has not conducted any business and is currently not engaged in any business activities, save for activities incidental to its incorporation and the Offer and has hence no financial history. Walnut Bidco's only business purpose is to hold the shares in Oriflame.
This information was submitted for publication on 19 July 2019 at 17.00 (CET).
Information about the Notes:
www.walnutbidco.com
Regulatory Notice
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The offering of the Notes will be made only in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States to non-US persons in reliance on Regulation S under the Securities Act and to persons other than retail investors in the European Economic Area, whereby a retail investor is defined as 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; or (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended. No approved prospectus within the meaning of the Prospectus Directive is required is connection with the offering of the Notes.
MiFID II professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
In the United Kingdom, this communication is directed only at (i) persons 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 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) in connection with the issue or sale of any notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Forward-Looking Statements
Statements in this press release relating to future status or circumstances, including statements regarding Walnut Bidco Plc’s or its affiliates’ intentions, beliefs or current expectations concerning the Offer or the financing thereof, among other things, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Walnut Bidco Plc. Any such forward-looking statements speak only as of the date on which they are made and Walnut Bidco Plc has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.