Promontoria Holding 264 BV is pricing a senior covered bond offering, consisting of $340 million fixed rate senior covered bonds due 2027, $400 million fixed rate maturing in 2027 and 250 million floating rate senior covered bonds maturing in 2027

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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE, ANY SECURITIES OF PROMONTORIA HOLDING 264 BV

NOT FOR DISTRIBUTION, DISTRIBUTION OR PUBLISHING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION IN WHICH IT IS WOULD BE ILLEGAL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

Promontoria Holding 264 BV (the “Issuer”) announced today that it has finalized the price of its offer for an aggregate principal amount of €340,000,000 of its 63/8% of Senior Secured Notes due 2027 (the “Euro Fixed Rate Notes”), aggregate principal amount of $400,000,000 of its 7seven/8% of senior secured bonds due 2027 (the “Dollar Fixed Rate Bonds” and together with the Euro Fixed Rate Bonds, the “Fixed Rate Bonds”) and €250,000,000 in the amount aggregate principal amount of its senior secured floating rate notes due 2027 (the “Floating Rate Notes”). Euro Fixed Rate Notes will be issued at 100% of the principal amount, Dollar Fixed Rate Notes will be issued at 100% of the principal amount and Floating Rate Notes will be issued at 100% of the principal amount. main. the principal amount. The Issuer will pay semi-annual interest in arrears on 1 March and 1 September from 1 September 2022 on Fixed Rate Notes in Euros and on 1 March and 1 September from 1 September 2022 on Fixed Rate Notes in Euros. Dollars. Remarks. The Issuer will pay interest quarterly in arrears on March 1, June 1, September 1 and December 1 from June 1, 2022 on the Floating Rate Notes. The Notes will constitute first ranking general obligations of the Issuer and will be guaranteed by certain subsidiaries of the Issuer. The offering of the Notes is expected to close and the Notes are expected to be issued on or about February 9, 2022, subject to customary closing requirements.

About WFS

Founded in 1984, WFS (www.wfs.aero) is the world’s largest air cargo handler and a leading provider of ground handling and technical services with annual revenue of $1.4 billion euros. As of December 31, 2021, its approximately 30,000 employees serve approximately 300 customers worldwide at 165 major airport stations in 17 countries on five continents.

Caution

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in which, or at any person to whom such offer, solicitation or sale would be unlawful. The Notes will be offered by private placement only to qualified institutional purchasers pursuant to Rule 144A and to non-U.S. persons pursuant to Regulation S under the United States Securities Act of 1933, as amended (the “Securities Law”), subject to prevailing market and other conditions. There can be no assurance that the Offer will be completed or, if completed, on the terms on which it will be completed. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or except pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws.

This announcement does not constitute and will in no way constitute an offer to the public or an invitation to the public in connection with any offer within the meaning, within the European Economic Area (the “EEA”) of the Prospectus Regulation (2017/ 1129) (the “Prospectus Regulation”), and, in the United Kingdom, Regulation (EU) 2017/1129 as part of national law under the Withdrawal from the European Union Act 2018 ( the “EUWA”) (the “UK Prospectus Regulations”). The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulations or the UK Prospectus Regulations from the requirement to produce a prospectus for offers of securities.

The target market for manufacturers (MIFID II product governance) is made up of eligible counterparties and professional clients only (all distribution channels). No Key Information Document (KID) on PRIIPs has been prepared as it is not available for retail in the EEA and UK.

This announcement is directed only to persons who (i) are located outside the United Kingdom, (ii) are investment professionals as that term is defined in Section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) are persons referred to in sections 49(2) (a) to (d) of the Order, or ( (iv) are persons to whom an invitation or inducement to engage in investment activity (as defined in section 21 of the Financial Services and Markets Act 2000) in connection with the issue or the sale of any security may otherwise be lawfully communicated or made the subject of communication (all such persons together being referred to as “Relevant Persons”).

This announcement is not intended or otherwise intended to be made available and should not be made available to retail investors in the European Economic Area. 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 MiFID II; or (ii) a client within the meaning of Directive 2016/97/EU, as amended (the “Insurance Distribution Directive”), where such client would not be considered a professional client as defined in article 4, paragraph 1, point 10. ) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) to offer or sell the securities or to make them available to retail investors in the Space European Economic Area has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPS Regulation.

This announcement is not intended or otherwise intended to be made available and should not be made available to any UK retail investor. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in Article 2(8) of Regulation (EU) n ° 2017/565, as it forms part of national law under the Withdrawal from the European Union Act 2018 (the “EUWA”), or (ii) a customer within the meaning of the provisions of the Withdrawal from the European Union Act 2000 Financial Services and Markets (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where such client would not be considered a professional client, such as defined in Article 2(1)(8) of Regulation (EU) No 600/2014, as it forms part of domestic law under the EUWA. Therefore, no key information document is required by Regulation (EU) No 1286/2014, as it forms part of national law under the EUWA (the “UK PRIIPs Regulation”) to offer or sell the securities or otherwise make them available to retail investors. in the UK has been prepared and therefore offering or selling the securities or making them available to any retail investor in the UK may be illegal under the UK PRIIPs Regulation.

The investments to which this announcement relates are available only to relevant persons, and any invitation, offer or agreement to subscribe, purchase or acquire such investments will only be available or entered into with relevant persons. Anyone who is not a relevant person should not act or rely on this announcement or any of its contents. Persons posting this ad should ensure that it is legal to do so.

Distribution of this announcement may be restricted by law. Persons in possession of this announcement should inform themselves about and observe these restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of such jurisdiction.

Forward-looking statements

This press release contains forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes, ‘estimates’, ‘anticipates’, ‘expects, ‘intends’, ‘may’, ‘ will’ or ‘should’ or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the current intentions, beliefs or expectations of WFS, the issuer or their affiliates regarding, among other things, results of operations. of WFS, the issuer or their affiliates. , financial condition, liquidity, prospects, growth, strategies and the sectors in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the actual results of operations, financial condition and liquidity of WFS, the issuer or their affiliates, and the development of the industries in which they operate may differ materially from those made or implied by the forward-looking statements contained in this press release. Further, even if the results of operations, financial condition and liquidity of WFS, the Issuer or their affiliates, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, such results or developments may not be indicative of results or developments in subsequent periods.

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