SES S.A. has announced the successful launch and pricing of a bond offering in which it has agreed to sell senior unsecured fixed rate notes due in 2027 for a total amount of EUR 500 million. The notes will bear a Coupon of 0.875percent per annum and were priced at 99.762percent of their nominal value.
SES is rated Baa2 by Moody’s (with stable outlook) and BBB- by Standard & Poor’s (with stable outlook). Proceeds of the issuance will be used for general corporate purposes which includes the refinancing of existing debt.
With this transaction, which was oversubscribed by more than 5 times, SES has taken advantage of the current attractive market conditions to further strengthen its liquidity profile ahead of a EUR 650 million senior debt maturity in March of next year and issued a bond with the lowest coupon in the company’s history.
Goldman Sachs, HSBC, JP Morgan, MUFG, SMBC Nikko and SociétéGénérale acted as Joint Bookrunners. The settlement is scheduled for November 4, 2019 and application has been made for the notes to be listed on the Luxembourg Stock Exchange. The securities were placed with a broad range of institutional investors across Europe.
Andrew Browne, Chief Financial Officer of SES, commented: “We are pleased to have secured this financing which allows us to proactively refinance an upcoming debt maturity at more favourable terms. The successful conclusion of this bond offering reflects the market’s view of SES as a strong investment grade credit, and underlines the ability of SES to secure funding at attractive terms.”
The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of 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 absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. No public offering of securities will be made in the United States of America or in any other jurisdiction where such an offering is restricted or prohibited. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 2003/71/EC of the Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the “Prospectus Directive”). With respect to the member States of the European Economic Area which have implemented the Prospectus Directive (each, a “relevant member State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any relevant member State. As a result, the securities may only be offered in relevant member States: (a) to qualified investors (as defined in the Prospectus Directive, including as amended by directive 2010/73/EU, to the extent that this amendment has been implemented by the relevant member State); or (b) in any other circumstances, not requiring the issuer to publish a prospectus as provided under article 3(2) of the Prospectus Directive.
In addition to (and without prejudice to) the foregoing, in the European Economic Area this press release is directed only at persons who are not retail investors. For these purposes, a retail investor means 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 (“MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended by Directive 2010/73/EU).
With respect to the United Kingdom, this press release is only directed at (i) persons who are outside the United Kingdom, (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any securities will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.