Kiloutou S.A.S. (“Kiloutou”), a European generalist equipment rental company, announces today that its parent company, Kapla Holding S.A.S. (the “Issuer”), is launching an offering (the “Offering”), subject to market conditions, of €800.0 million in aggregate principal amount of its senior secured notes, to be issued in a combination of fixed rate notes due 2032 and floating rate notes due 2033 (together, the “Notes”). The Issuer will determine and publish the final terms and conditions of the Notes at pricing, upon completion of the book-building process.
The proceeds of the proposed offering will be used, together with cash on balance sheet, to (i) repay the Issuer’s Senior Secured Floating Rate Notes due 2030 in full and (ii) pay certain fees, costs and expenses in connection with the transactions.
CAUTIONARY STATEMENTS
There can be no assurance that the offering of the Notes will be completed or, if completed, as to the terms on which it will be completed.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
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, and may not be offered or sold within the United States or to U.S. persons 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. Accordingly, the Notes and the related guarantees are being offered and sold in transactions that are exempt from the registration requirement of the U.S. Securities Act.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (as amended, 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) 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; (iii) are outside the United Kingdom, or (iv) 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”). 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 EEA member state that has implemented Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or in the United Kingdom by virtue of the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”), this announcement and the offering of any securities described herein are only addressed to and
directed at persons who are “qualified investors” as defined in the Prospectus Regulation and the POATRs, as applicable, and must not be acted on or relied on by other persons.
INFORMATION TO DISTRIBUTORS
Manufacturer target market (MIFID II product governance; UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document or disclosure document required by the FCA Product Disclosure Sourcebook for offering, selling or distributing the Notes or otherwise making them available to retail investors in the European Economic Area or the United Kingdom, respectively, has been prepared.
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, have not been audited, reviewed or verified, 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.