Kapla Holding S.A.S. (the “Issuer”), announces today the pricing of privately placed €200,000,000 in aggregate principal amount of its additional 5.00% Senior Secured Notes due 2031 (the “Notes”).
The Notes will be issued at an issue price of 100.5%. Interest on the Notes will accrue at a rate of 5.00% per annum. The Notes will have the same terms and conditions as the Issuer’s existing notes (the “Original Notes”), and will constitute a single series, and will be treated as a single class, with the Original Notes.
Crédit Agricole Corporate and Investment Bank and J.P. Morgan SE acted as placement agents to the Issuer. The issuance and settlement of the Notes is expected to close on or around October 9, 2025, subject to customary closing conditions.
The proceeds of the private placement are expected to be used (i) to refinance in full the Issuer’s
€49,000,000 aggregate principal amount of its stimulus bonds due November 25, 2030; (ii) to refinance in full recent acquisitions, (iii) for general corporate purposes (which may include short-term M&A pipeline and/or partial refinancing of convertible bonds), and (iv) to pay certain fees, costs and expenses in connection with the issuance of the Notes.
Cautionary statements
There can be no assurance that the private placement of the Notes will be completed.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security in any jurisdiction and shall, in any circumstance, not constitute an offer, solicitation or sale in the United States or in any jurisdiction.
The Notes and the related guarantees thereof 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 or other jurisdiction of the United States or in any other jurisdiction and may not be offered or sold in the United States, or to or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state and local securities laws.
Accordingly, the Notes and the related guarantees are being offered and sold outside the United States to non-U.S. persons in an offshore transaction in accordance with Regulation S under the U.S. Securities Act.
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 only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, 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 Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).
The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.
In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any European Economic Area member state that has implemented Regulation (EU) 2017/1129 or in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “Prospectus Regulation”), this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state or in the United Kingdom, as applicable, who are “qualified investors” as defined in the Prospectus Regulation and must not be acted on or relied on by other persons.
Forward-looking statements
This announcement contains certain forward-looking statements with respect to certain of our current expectations and projections about future events.
These statements reflect management’s beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual outcomes to differ materially from any expected future outcomes expressed or implied by the forward-looking statement.
The information contained in this announcement is subject to change without notice and, except as required by applicable law, we do not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it.
Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.