NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
Progroup AG, a leading, family-owned producer and supplier of containerboard and corrugated board in Central Europe, announced today the launch of an offering by Progroup AG of a € 95 million tap of its senior secured fixed rate notes due 2022.
The proceeds of the offering will be used to finance a portion of the purchase price for the recently announced acquisition by Progroup of the combined heat and power plant adjacent to its paper mill in Eisenhüttenstadt and certain related assets from EnBW.
For more information, please contact:
Phone: +49 (0) 6341 5576-100
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 «Securities Act») and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. No assurance can be given that the proposed offering will be completed or, if completed, as to the terms on which it will be completed. This announcement is for informational purposes only and does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any jurisdiction in which, or to any person to whom, such offer or solicitation would be unlawful. The notes have not been, and will not be, registered under the Securities Act . The notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This announcement is being distributed in the United Kingdom only to, and is directed at (a) persons who have professional experience in matters relating to investments who fall within Article 19 (1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2010/73/EU of the Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the “Prospectus Directive”). The offer and sale of the notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.
Neither the content of Progroup’s website nor any website accessible by hyperlinks on the Progroup’s website is incorporated in, or forms part of, this announcement. 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