Regulatory News:
Getlink SE ("Getlink") (Paris:GET) today announces the launch of a new €600 million senior secured green notes issue (the "New Notes") due 2030 and its intention subject to the settlement of the New Notes to use the proceeds from the New Notes, together with cash on balance sheet, to redeem (the "Redemption") its existing €850 million senior secured green notes due October 2025 (the "Existing Notes
Therefore, in connection with the New Notes, Getlink is issuing a redemption notice (the "Redemption Notice") to the holders of the Existing Notes. In accordance with the terms of such Redemption Notice, the Redemption is conditional upon the completion of the New Notes by Getlink for the purpose of redeeming the Existing Notes on terms which are reasonably satisfactory to Getlink in its discretion and result in aggregate net proceeds to Getlink in a sufficient quantity (together with cash on balance sheet) to pay the redemption price for the Existing Notes, together with all related expenses to the New Notes and the Redemption, on or prior to the redemption date.
In line with Getlink's environmental commitments, it is expected that the New Notes will qualify as "GreenInstruments" which will finance or refinance green assets or projects in accordance with the eligibility criteria detailed in Getlink SE's "Green FinanceFramework", dated April 20221
Pricing of the New Notes is expected in the coming days after investors' marketing, subject to market conditions. Application will be made to the Luxembourg Stock Exchange (the "Exchange") for the New Notes to be listed on the Official List of the Exchange and admitted to trading on the Exchange's Euro MTF Market.
THIS PRESS RELEASE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN ORDER TO BUY OR SUBSCRIBE FOR ANY SECURITIES OF GETLINK SE OR ITS SUBSIDIARIES.
THIS PRESS RELEASE MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL. PLEASE REFER TO THE FOLLOWING DISCLAIMER:
This press release does not constitute an offer of securities in the United States. Securities may not be offered or sold in the United States or to any U.S. persons without prior registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended. The issue of the New Notes described in this press release has not been and will not be registered under the U.S. Securities Act. There will be no public offering of these securities in the United States.
This announcement has been prepared on the basis that (i) any offer of the New Notes in a member state of the European Economic Area (the "EEA") will be made pursuant to an exemption from the requirement to publish a prospectus relating to the New Notes under Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"); and (ii) any offer of the New Notes in the United Kingdom (the "UK") will be made pursuant to an exemption from the requirement to publish a prospectus relating to the New Notes under the Prospectus Regulation as it forms part of assimilated UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA
The New Notes are not intended to be, and shall not be offered, sold or otherwise made available to any retail investor in the EEA. For this purpose, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a client within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), if such client does not constitute a professional client as defined in (10) of Article 4(1) of MiFID II. Accordingly, none of the key information documents required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") to offer, sell, or otherwise make available, New Notes to retail investors in the EEA, have been prepared, with the result that the offer, sale, or otherwise make available, New Notes to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The New Notes are not intended to be, and shall not be offered, sold or otherwise made available to any retail investor in the UK. For this purpose, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in Article 2(8) of Regulation (EU) 2017/565 as made part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive 2016/97/EU, if that client does not constitute a professional client as defined in Article 2(1)(8), of Regulation (EU) No 600/2014 as part of UK domestic law by virtue of the EUWA. Accordingly, none of the key information documents required by Regulation (EU) No. 1286/2014 as part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") to offer, sell, or otherwise make available, the New Notes to retail investors in the UK, has been established, with the result that the offer, sale or otherwise making available of the New Notes to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II/UK MiFIR professionals/ECPs only - Manufacturer target market (MiFID II/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document has been prepared as the New Notes will not be available to retail investors in the EEA or UK.
The New Notes may only be offered or sold to qualified investors in accordance with Article 2(e) of the Prospectus Regulation and Article L.411-2 of the French Monetary and Financial Code and in France this press release and any offer or marketing material relating to the New Notes may only be distributed or made available to qualified investors as defined in Article L.411-2 of the French Monetary and Financial Code.
In the UK, this announcement is only being distributed to 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 "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 FSMA) in connection with the issue or placing of securities may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). As this announcement is directed only at relevant persons, persons who are not relevant persons should not act or rely on this announcement. Any investment or investment activity to which this announcement relates is available only to relevant persons, who are the only persons eligible to participate. No person who is not a relevant person should act or rely on this announcement or its contents.
The content of Getlink websites or the content of websites obtained via hypertext links from any Getlink website does not form part of this announcement. No money or consideration of any kind is solicited and, if sent in response to the information contained herein, would not be accepted.
This announcement may contain forward-looking statements, projections, estimates, forecasts and opinions. Forward-looking statements include, without limitation, any statement other than statements of historical facts contained in this announcement, including, without limitation, statements regarding Getlink's results of operations, strategy, plans, objectives, goals and targets. Forward-looking statements in this announcement may be identified, in some cases, by the use of forward-looking terminology such as "expects", "anticipates", "intends", "believes", and other similar terminology or the negative of these terms, or similar terminology that are estimates of or indicate future events or trends. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, as they relate to events and depend on circumstances that will occur in the future and which are beyond Getlink's control. No representation is made that the underlying assumptions are reasonable. Getlink's actual results may differ from those expressed in the forward-looking statements as a result of a number of factors. Getlink undertakes no obligation to publicly update or revise any forward-looking statement to reflect new information, future events or otherwise. You are cautioned not to place undue reliance on forward-looking statements made as of the date of this announcement. The statements contained in this press release regarding past trends or events should not be construed as suggesting that these trends or events will continue.
This press release may contain inside information within the meaning of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse ("MAR"). For the purposes of MAR and Article 2 of the Implementing Regulation (EU) 2016/1055, this press release is made by: Virginie Rousseau, Capital Markets Director.
About Getlink
Getlink SE (Euronext Paris: GET), through its subsidiary Eurotunnel, is the concession holder until 2086 for the Channel Tunnel infrastructure and operates Truck Shuttles and Passenger Shuttles (cars and coaches) between Folkestone (UK) and Calais (France). Since 31 December 2020 Eurotunnel has been developing the smart border to ensure that the Tunnel remains the fastest, most reliable, easiest and most environmentally friendly way to cross the Channel. Since it opened in 1994, more than 518 million people and 106 million vehicles have travelled through the Channel Tunnel. This unique land link, which carries a quarter of trade between the Continent and the United Kingdom, has become a vital link, reinforced by the ElecLink electricity interconnector installed in the Tunnel, which helps to balance energy needs between France and the United Kingdom. Getlink completes its sustainable mobility services with its rail freight subsidiary Europorte. Committed to "low-carbon" services that control their impact on the environment, Getlink has made the place of people, nature and territories a central concern.
https://www.getlinkgroup.com
1 Getlink's Green Finance Framework complies with the principles of the June 2021 International Capital Market Association's Green Bonds, the February 2021 Loan Market Association's Green Loans and the EU Taxonomy, as confirmed by the independent third party DNV in its external Framework review
View source version on businesswire.com: https://www.businesswire.com/news/home/20250325353284/en/
Contacts:
Press
Anne-Sophie de Faucigny: +33 (0)6.46.01.52.86
Laurence Bault: +33 (0)6.83.61.89.96
Analyst and investor:
Virginie Rousseau: +33 (0)6.77.41.03.39
