GREEN BOND DISCLAIMER : THE CONTENTS OF THIS WEBSITE AND THE DOCUMENTS ACCESSIBLE HEREFROM IS NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR TO U.S. PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.
Proposed Offering of €800 million Senior Secured Notes due 2025
The contents of this website and the document accessible herefrom (the “Information”) is for information purposes only and do not constitute a prospectus or any offer to sell or any solicitation of an offer to buy any security in the United States or in any other jurisdiction, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or country. Notes may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Notes and the Guarantees (the “Securities”) have not been, and will not be, registered under the Securities Act and no public offering of the Securities will be made in the United States. Accordingly, the Securities are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act.
The Information is directed only at: (i) persons who are outside the United Kingdom; (ii) 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 (the “Order”); (iii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (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) in connection with the issue or sale of any notes may otherwise lawfully be communicated or cause to be communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this announcement relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
In addition, if and to the extent that the Information is accessed from, or the offer of securities to which it relates is made in, any member state of the European Economic Area (EEA) that has implemented Directive 2003/71/EC (together with any amendments thereto or applicable implementing measures, including Directive 2010/73/EC, in any member state, the “Prospectus Directive”), the Information and the offering of any securities described herein are only addressed to and directed at persons in that member state who are “qualified investors” within the meaning of the Prospectus Directive or in any other circumstances falling within Article 3(2) of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state. The offer and sale of the Notes will be made pursuant to an exception under the Prospectus Directive, as implemented in the EEA member states, from the requirement to produce a prospectus for offers of securities. The Information does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.
In connection with the issuance of the Notes, one of the initial purchasers will serve as stabilizing manager and may over-allot the Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there can be no assurance that the stabilizing manager (or persons acting on behalf of the stabilizing manager) will undertake stabilization actions. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted in accordance with all applicable laws and rules.
Forward Looking Statements
The Information may include forward looking statements. These forward looking statements can be identified by the use of forward looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts and include statements regarding Paprec Holding’s intentions, beliefs or current expectations concerning, among other things, Paprec Holding’s results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which it operates. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward looking statements are not guarantees of future performance and that Paprec Holding’s actual results of operations, financial condition and liquidity, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward looking statements contained in the Information. In addition, even if Paprec Holding’s results of operations, financial condition and liquidity, and the development of the industry in which Paprec Holding’s operates are consistent with the forward looking statements contained in the Information, such results or developments may not be indicative of results or developments in subsequent periods.
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