LONDON (26^th June 2025)

Modulaire Group Holdings Limited (the “Company”) is pleased to announce that it is in the market with a potential refinancing transaction in an aggregate principal amount of €1.9 billion comprised of:

 

• an offering (the “Offering”) of fixed rate senior secured notes due 2031 (the “Notes”) to be issued by BCP V Modular Services Finance II PLC (the “Issuer”), a direct wholly-owned finance subsidiary of the Company; and
• the establishment of a new term loan facility B3 under the existing senior facilities agreement (the “Facility B3”).

 

The Notes and Facility B3 will rank pari passu with the Company’s and the Issuer’s existing and future senior secured indebtedness, including their existing term loan facilities and fixed rate euro and sterling denominated senior secured notes.

 

The completion of the refinancing transaction is subject to market conditions. If completed, the Company expects to use the net proceeds from the Offering and Facility B3 and cash on balance sheet to: (i) repay and cancel all amounts outstanding under the existing term loan B2; (ii) repay a portion of amounts drawn under the existing revolving credit facility; and (iii) pay fees and expenses incurred in connection with the refinancing transaction. The refinancing transaction is expected to be leverage neutral.

 

Pricing details in respect of the Notes and Facility B3 will be determined at the time of pricing of the refinancing transactions, subject to market conditions. An update will be provided in due course.

 

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For further information:

Investor relations: 

investorrelations@modulairegroup.com

 

Important Notice

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

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.

 

This announcement 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 in any jurisdiction where such offer or solicitation is unlawful.  The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States or any other jurisdiction.  The securities 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 Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

 

This announcement may include “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.  Recipients of 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. The information contained herein should not be relied upon as current except as of the date hereof.

 

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”) or the United Kingdom.  For these purposes, a “retail investor” means:

 

• in the EEA, 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; and

 

• in the United Kingdom, 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 amended (the “PRIIPs Regulation”), or 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 EEA or the United Kingdom has been prepared. Therefore, offering, selling or distributing the securities or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation or the UK PRIIPs Regulation.

 

The materials relating to this offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law.  If a jurisdiction requires that the offering be made by a licensed broker or dealer and an initial purchaser or any affiliate of an initial purchaser is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such initial purchaser or such affiliate on behalf of the issuer in such jurisdiction.