SHI Sig Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON LOCATED AND/OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SIG PLC.

18 October 2024

LEI: 213800VDC1BKJEZ8PV53

SIG plc

Pricing of €300,000,000 Senior Secured Notes

Further to the announcement of 14 October 2024, SIG plc (the "Company", and together with its subsidiaries, the "Group") is pleased to confirm that it has successfully priced the offering of €300,000,000 of 9.75% fixed rate senior secured notes due 2029 (the "Notes").

The Company will use the aggregate gross proceeds from the offering of the Notes (the "Offering") to: (i) fund the tender offer (the "Tender Offer") in relation to its outstanding €300.0 million 5.25% senior secured notes due 2026 (ISIN: XS2404291010 (Regulation S); ISIN: XS2404291366 (Rule 144A)) (the "Existing Notes"), (ii) fund cash on the Group's balance sheet for general corporate purposes, and (iii) pay fees and expenses in connection with the Offering and Tender Offer.

The Notes will be issued at par and will be guaranteed on a senior secured basis by certain subsidiaries of the Company. Interest on the Notes will be payable semi-annually in arrear. The Offering is expected to close and the Notes are expected to be issued on or about 25 October 2024 (the "Closing Date"), subject to customary conditions precedent. The Notes are expected to be listed and admitted to trading on the Official List of The International Stock Exchange.

As also announced on 14 October 2024, the Company has entered into an amendment and restatement agreement in relation to an existing revolving credit facility agreement dated 4 November 2021 that continues to provide for aggregate borrowings of up to an equivalent of £90 million with an extended maturity date of April 2029 (the "Revolving Credit Facility"), subject to certain customary conditions, including the completion of the Offering.

The expiration time and date ("Closing Date") for the Tender Offer is 5:00 p.m. (New York City time) on 22 October 2024, unless extended, and the Company expects to announce the final aggregate principal amount of Existing Notes accepted for purchase as soon as reasonably practicable on or around 23 October 2024. The Company has seen strong support for the Tender Offer to date.

Gavin Slark, Chief Executive Officer, commented: "We are very pleased to have completed the issuance of our new bond and the extension of our Revolving Credit Facility, transactions which extend the maturities of the Group's facilities out to 2029.  In providing us with certainty and continuing stability over financing, and maintaining our good levels of liquidity, these facilities provide a strong base from which we can execute on our strategic priorities, and notably our focus on delivering an improved operating margin and enhanced cash generation over the medium term.

"We thank both our existing and new bond investors, and our banking syndicate, for their support, and for the confidence they have shown in the Group's strategy and outlook."

Important Notice

Certain statements made in this announcement are "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. Persons receiving this announcement should not place undue reliance on forward-looking statements. The forward-looking statements and information contained in this announcement are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any jurisdiction where such offer or solicitation is unlawful. The Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States or other jurisdiction, and therefore may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States or other jurisdiction.

This announcement is directed only to: (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, as amended (the "Financial Promotion Order"); (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order; (iii) persons outside the United Kingdom; 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 securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This announcement 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 to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement has been prepared on the basis that no offer of securities will be directed to retail investors in the European Economic Area (the "EEA"). 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 Directive 2014/65/EU, as amended ("MiFID II") or ; (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering, selling or distributing the securities referred to herein or otherwise making them available to retail investors in the EEA has been prepared, and, therefore, offering, selling or distributing the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. 

This announcement has been prepared on the basis that no offer of securities will be directed to retail investors in the United Kingdom. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering, selling or distributing the securities referred to herein or otherwise making them available to retail investors in the United Kingdom has been prepared and, therefore, offering, selling or distributing the securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

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