Date published: 18/09/2017
Miller Homes Group Holdings plc
Launch of £425 million Senior Secured Notes offering
Miller Homes Group Holdings plc (the “Issuer”) announces the offer of £425 million senior secured Notes, consisting of Fixed Rate Notes and Floating Rate Notes (the “Notes”) in connection with the acquisition of Miller Homes Holdings Limited (“Miller Homes”), one of the largest privately owned UK housebuilders by number of completions. The Fixed Rate Notes will have a maturity of 7 years and the Floating Rate Notes will have a maturity of 6years and both will be guaranteed on a senior secured basis by the Issuer, Miller Homes and Miller Homes Limited (the “Guarantees”). Upon completion of the acquisition, the Notes and the Guarantees will be secured on a first-priority basis by security interests in the share capital of the Issuer, Miller Homes and Miller Homes Limited, certain intragroup loans, the rights of the Issuer under the sale purchase agreement, a floating charge over all of the assets of the Issuer (subject to certain exceptions) and a floating charge over certain assets of Miller Homes and Miller Homes Limited.
The proceeds from the issuance and sale of the Notes will be deposited into an escrow account. Upon satisfaction of certain conditions related to the acquisition, the proceeds will be used to partially fund, along with equity funding from the purchasers, the acquisition of Miller Homes and associated transaction costs.
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This announcement does not constitute an offer to sell, or a solicitation of an offer to subscribe for, the securities being issued in connection with the offer of the Notes, in any jurisdiction in which such offer or solicitation is unlawful.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada or Japan. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes and the Guarantees mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The Notes and the Guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Notes or the Guarantees in the United States.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) 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 (iii) 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”). 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.
Neither the content of Miller Homes’s website nor any website accessible by hyperlinks on Miller Homes’s website is incorporated in, or forms part of, this announcement.
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No action has been taken in any jurisdiction (including the United States) by Miller Homes or the Issuer that would result in a public offering of the Notes or the possession, circulation or distribution of any offering circular or any other material relating to the Issuer or the Notes in any jurisdiction where action for such purpose is required.
In connection with the issuance of the Notes, the stabilizing manager (or any person acting on behalf of the stabilizing manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager (or any person acting on behalf of the stabilizing manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted by the stabilizing manager (or person acting on behalf of the stabilizing manager) in accordance with all applicable laws and rules.
Name: Julie Jackson