LONDON (July 2, 2020) – Algeco Investments B.V. (together with its subsidiaries, the “Group”), today announced that one of its subsidiaries, Algeco Global Finance plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”), has successfully priced its offering of €175,000,000 in aggregate principal amount of additional 6½% senior secured notes due 2023 at an issue price of 94.000% (the “Notes”), plus accrued interest from February 15, 2020. The Notes will be issued under the indenture dated February 15, 2018 (the “Indenture”) governing, among other things, the Issuer’s existing euro-denominated 6½% senior secured notes due 2023 (the “Existing Notes”), and will constitute a single class of securities with the Existing Notes for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. However, the Notes will not be fungible with the Existing Notes for U.S. federal income tax purposes, and as a result will be issued with separate common codes and International Securities Identification Numbers from those assigned to the Existing Notes. The offering of the Notes is expected to close on or about July 10, 2020, subject to customary conditions precedent for similar transactions.
If completed, the proceeds from the offering of the Notes will be used by the Group (i) for general corporate purposes, including to fund certain strategic investments and add-on acquisitions and (ii) to pay the costs, fees and expenses incurred in connection with the offering of the Notes.
The Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act and, if an investor is a resident of a member state of the European Economic Area (the “EEA”) or of the United Kingdom, not to a retail investor. 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 an applicable exemption from registration requirements.
Algeco is the world’s leading business services company specialising in modular space. We create smart spaces for people to live, work and learn. Our business is designed to help customers find the right space solution, no matter what their requirements. Algeco has operations in 23 countries with approximately 250,000 modular space and portable storage units and 3,400 remote accommodations rooms, each as of March 31, 2020. The company operates as Algeco in Europe, Elliott in the United Kingdom, BUKO Huisvesting and BUKO Bouw & Winkels in The Netherlands, Malthus Uniteam and Wexus in Norway and Sweden, Ausco in Australia, Portacom in New Zealand, and Algeco Chengdong in China.
Cautionary Notice Regarding Forward-Looking Statements
This press release contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements,” particularly those statements concerning expectations regarding the use of proceeds from the offering of the Notes. A number of risks and uncertainties could cause our actual results to differ materially from current projections, forecasts, estimates and expectations relating to us. Any or all of these forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond our control.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to, and is only directed at, persons who (i) 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) 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 announcement is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.
In addition, this announcement and the offering of any securities described herein are only addressed to and directed at persons in a member state of the EEA or in the United Kingdom who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state. The offer and sale of the Notes will be made pursuant to an exception under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation or an offer to the public.
The distribution of this announcement into certain jurisdictions 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.
For further information
Investor relations: Phil Vellacott
0207 353 4200