GETLINK SE: Issue of Senior Secured “Green” Notes

Refinancing of the senior secured “green” notes due 2023

PARIS--(BUSINESS WIRE)--Regulatory News:

Getlink (Paris:GET) today announced its intention to offer, subject to market conditions, an issue of Senior Secured Notes due in 2025, to refinance its outstanding €550 million 3.625% senior secured “green” notes due 2023¹.

In line with Getlink’s focus on sustainability, the new notes will be classified as “Green Bonds”². The Issuer intends to use the proceeds of the new notes to redeem the 2023 notes and finance capital expenditure in relation to ElecLink and/or other eligible “green” assets.

The New Notes will not be made available to retail investors.

Getlink has appointed BNP PARIBAS and Goldman Sachs International to be the joint global coordinators and active bookrunners, and Société Générale to be the joint bookrunner, for the New Notes Offering.

Results of the New Notes Offering will be confirmed towards the end of the week.

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THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF GETLINK SE OR ANY OF ITS AFFILIATES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE BELOW.

This announcement is not an offer of any securities for sale in the United States. Securities 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 “U.S. Securities Act”). The New Notes Offering described in this announcement has not been and will not be registered under the Securities Act. There will be no public offering of these securities in the United States.

This announcement has been prepared on the basis that any offer of the New Notes in any member state of the European Economic Area (the “EEA”) will be made pursuant to an exemption under the Directive 2019/65/EC, as amended, to the extent implemented in the relevant member state, from the requirement to publish a prospectus for the New Notes Offering.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. 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 (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Professional Investors and ECPs only target market. Solely for the purposes of the manufacturers’ product approval process, the target market assessment in respect of the New Notes has led the manufacturers to the conclusion that: (i) the target market for the New Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

This announcement has not been prepared and is not being distributed in the context of a public offering of financial securities in France within the meaning of Article L.411-1 of the French Code monétaire et financier and Title I of Book II of the Règlement Général of the Autorité des marchés financiers (the French financial markets authority) (the “AMF”). Consequently, the New Notes may not be, directly or indirectly, offered or sold to the public in France (“offre au public de titres financiers”), and this announcement must not be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in France.

The New Notes may only be offered or sold in France to qualified investors (“investisseurs qualifiés”) as defined in the Prospectus Regulation and article L.411-2 1 of the French Code monétaire et financier.

This announcement is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) are 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 securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

Neither the content of any website of Getlink nor any website accessible by hyperlinks on any website of Getlink is incorporated in, or forms part of, this announcement. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

The announcement may contain certain “forward-looking statements”, forecasts, estimates, projections and opinions. Forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this announcement, including, without limitation, those regarding Getlink’s results of operations, strategy, plans, objectives, goals and targets. The forward-looking statements in this announcement can be identified, in some instances, by the use of words such as “expects”, “anticipates”, “intends”, “believes”, and similar language or the negative thereof or similar expressions that are predictions of or indicate future events or future trends. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of Getlink. No representation is made that the underlying assumptions are reasonable. Getlink’s actual results may differ from those set forth in the forward-looking statements as a result of various factors. Getlink is under no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as a representation that such trends or events will continue in the future.

This announcement contains inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse.

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^1	The Notes have been callable since 1 October 2020.
^2	The New Notes will meet the criteria of the International Capital Markets Association’s Green Bond Principles (the “Green Bond Principles”), as certified by DNV GL Business Assurance Services UK Limited (“DNV”); which has issued a positive opinion on their eligibility. In 2018, the 2023 Notes were also confirmed by DNV to constitute “green” bonds within the meaning of the Green Bond Principles.