Proposed offering of €500 million Senior Notes due 2026
MYTILINEOS S.A. (TICKER: MYTIL) (the “Company”), a leading global industrial and energy company rated BB-/BB (S/F) has mandated BNP Paribas, Citigroup, and HSBC as Global Coordinators and Joint Bookrunners to arrange on its behalf a series of virtual fixed income investor meetings in Europe commencing 19th April, 2021. An offering of €500 million green senior unsecured notes (the “Notes”) with a 5.5-year tenor (NCL) will follow (the “Offering”), subject to market conditions. There can be no assurance that the Offering will be effected or that it will be in the aforementioned size or completed. The Company intends to use the net proceeds from the Notes to (i) to repay certain existing indebtedness, (ii) for general corporate purposes, and (iii) to pay fees and expenses in connection with the Offering. An amount equivalent to the net proceeds from the Notes will be used to finance or refinance, in whole or in part, Eligible Green Projects (including other related and supporting expenditures) in accordance with the Company’s Green Bond Framework. The Notes will be distributed in Regulation S format. An electronic Netroadshow presentation will be made available.
NOTE: This announcement is published in accordance with the applicable provisions of, amongst others, Regulation (EU) No 596/2014 and the Rule Book (Regulation) of the Athens Exchange.
NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933 AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
The Offering is not being made, directly or indirectly, to the public in the Hellenic Republic (Greece). None of this announcement and any other documents or materials relating to the notes referred to herein constitute an “offer of securities to the public” as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”), for the purchase, sale or exchange of, or otherwise for an investment in, securities in the territory of Greece. Accordingly, neither this announcement nor any other documents or materials relating to such notes have or will be submitted to the Hellenic Capital Market Commission for approval pursuant to the Prospectus Regulation. No offer of securities will be made in Greece other than in accordance with an exemption under the Prospectus Regulation.
This document is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) by an authorised person under the FSMA. This document is for distribution only to, and is only directed at, persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the FSMA in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity relating to the Notes is available only to relevant persons and will be engaged in only with relevant persons.
MIFID II product governance / High net worth retail investors, professional investors and ECPs target market: Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients (each as defined in Directive 2014/65/EU (as amended, “MiFID II”)) and retail clients (as defined in MiFID II) that are in a financial situation to be able to bear a loss of their entire investment in the Notes; (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the Notes to such retail clients are appropriate – investment advice, portfolio management, non-advised sales and pure execution services – subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels, subject to the distributor’s suitability and appropriateness obligations under MiFID II.
For further information please contact:
Dimitrios Katralis, IR Officer