Merlin Entertainments plc Proposed Offering: USD 400m Senior Notes 2026 (5481M)

TIDMMERL

RNS Number : 5481M

Merlin Entertainments plc

30 April 2018

THIS ANNOUNCEMENT IS FOR INFORMATIONAL 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 Merlin Entertainments plc. NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

FOR IMMEDIATE RELEASE

30 April 2018

Merlin Entertainments plc

Proposed offering of $400 million senior notes due 2026

Merlin Entertainments plc ("Merlin" or the "Company"), today announces an offering of $400 million of U.S. dollar denominated senior notes due 2026 (the "Offering").

The proceeds of the Offering will be used to (i) prepay all amounts outstanding under Merlin's existing term facilities, comprising the $311 million and GBP43 million term facilities made available under its senior facilities agreement (ii) partially repay amounts drawn under Merlin's revolving credit facility and (iii) pay costs, fees and expenses incurred in connection with the Offering, including underwriting commissions and fees for legal, accounting, ratings advisory and other professional services.

The notes are being offered in a private placement and there will be no public offering of the notes. The notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and to non-U.S. persons outside the United States in accordance with Regulation S under the U.S. Securities Act.

Important notice

This press release shall not constitute an offer of securities for sale in the United States or any other jurisdiction. The securities have not been, and will not be, registered under the U.S. Securities Act 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 and applicable state or local securities laws.

This announcement is for information purposes only and is directed only at persons who are: (1) located outside the United States and are (a) persons in member states of the European Economic Area (the "EEA") who are qualified investors (as defined in EU Prospectus Directive 2003/71/EC (as amended, including by EU Directive 2010/73/EU to the extent implemented in the relevant member state); (b) persons in the United Kingdom who are qualified investors and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons falling within Article 49(2) (a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (iii) persons to whom it may otherwise be lawfully communicated or (2) reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) (all such persons in (1) and (2) together being referred to as "relevant persons"). This announcement 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 contains inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse.

This information is provided by RNS

The company news service from the London Stock Exchange

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April 30, 2018 07:32 ET (11:32 GMT)