Munich, Germany, February 3, 2015. The Wittur Group announced today that Paternoster Holding III GmbH, an indirect, wholly owned subsidiary of Bain Capital Europe Fund IV L.P. (“Bain Capital”) will make an offering of €200 million in aggregate principal amount of senior notes due 2023 (the “Senior Notes”) in connection with the acquisition by Bain Capital of The Wittur Group (the “Acquisition”). The Acquisition remains subject to regulatory clearance and customary closing conditions.
The Senior Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act.
This document is not an offer of securities for sale in the United States. Senior Notes may not be sold in the United States unless they are registered under the Securities Act or are exempt from registration. These materials are not for distribution in the United States. The offering of Senior Notes described in this press release has not been and will not be registered under the Securities Act, and accordingly any offer or sale of Senior Notes may be made only in a transaction exempt from the registration requirements of the Securities Act.
It may be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.
This document has been prepared on the basis that any offer of the Senior Notes in any Member State of the European Economic Area (“EEA”) which has implemented the Prospectus Directive (2003/71/EC), as amended by Directive 2010/73/EU (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Senior Notes. Accordingly any person making or intending to make any offer in that Relevant Member State of the Senior Notes which are the subject of the placement contemplated in this document may only do so in circumstances in which no obligation arises for the issuer or any of the initial purchasers of such notes to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the issuer nor the initial purchasers of such Senior Notes have authorized, nor do they authorize, the making of any offer of Senior Notes in circumstances in which an obligation arises for the issuer or any initial purchasers of such notes to publish or supplement a prospectus for such offer.
This document is only being distributed to, and is only directed at, persons in the United Kingdom that are “qualified investors” within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive and that also (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 document 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 document relates is available only to relevant persons and will be engaged in only with relevant persons.
Neither the content of The Wittur Group’s website nor any website accessible by hyperlinks on The Wittur Group’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into jurisdictions other than the United Kingdom 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.
No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.