Announcement of the pricing of $350 million senior notes
Vivo Energy plc
(Incorporated in England and Wales)
(Registration number: 11250655)
(Share code: VVO)
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 VIVO ENERGY INVESTMENTS B.V. NOT FOR RELEASE,
DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH
IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
18 September 2020
Vivo Energy plc
LSE: VVO / JSE: VVO
Announcement of the pricing of $350 million senior notes
Vivo Energy Investments B.V., a subsidiary of Vivo Energy plc, a leading distributor and retailer of Shell- and Engen-branded fuels
and lubricants in Africa, today announces that it has priced its offering (the "Offering") of $350 million senior notes due 2027
guaranteed on a senior unsecured basis by Vivo Energy plc and Vivo Energy Holding B.V. (the “Notes”). The Notes will bear interest
at an annual rate of 5.125% and they will be issued at their nominal value. The Notes are expected to be issued on 24 September 2020
and are rated Baa3, BB+ and BB+ by Moody’s Investors Services, S&P and Fitch, respectively.
There will be no public offering of the Notes. The Notes will be offered and sold only to qualified institutional buyers in accordance
with Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and outside the United States in
accordance with Regulation S under the U.S. Securities Act.
This announcement does not constitute an invitation to participate in the Offering in any jurisdiction in which, or to any person to or
from whom, it is unlawful to make such Offering or for there to be such participation under applicable securities laws and regulations.
The distribution of this announcement in certain jurisdictions may be restricted by laws and regulations. Persons into whose
possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement is not an offer of 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 Securities Act. The offering of Notes described in this announcement
and any related guarantees have 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 is only being distributed to, and is only directed at, persons in South Africa who: (i) fall within one of the specified
categories listed in section 96(1)(a) of the South African Companies Act, 71 of 2008 (“South African Companies Act”); (ii) acquire,
as principal, Notes for a total acquisition price of R1,000,000 or more, as contemplated in section 96(1)(b) of the South African
Companies Act, and (iii) would not result in the Offering being, in any manner, construed as an “offer to the public” as contemplated
in the South African Companies Act (“South African Qualifying Investors”). Accordingly: (i) the Offering is not an “offer to the
public” as contemplated in the South African Companies Act; (ii) neither this announcement nor any other documentation or materials
relating to the Offering constitute, or is intended to constitute, a “registered prospectus” or “advertisement”, as contemplated by the
South African Companies Act; and (iii) no prospectus has been, or will be, filed with the South African Companies and Intellectual
Property Commission. The information contained in this announcement constitutes factual information as contemplated in section
1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002 (the “FAIS Act”), as amended, and should
not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Offering
or in relation to the business or future investments of Vivo Energy Investments B.V. (the “Issuer”)is appropriate to the particular
investment objectives, financial situations or needs of a prospective investor, and nothing in this announcement should be construed
as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Issuer is not a financial
services provider as such term is defined in the FAIS Act. South African Qualifying Investors who seek to participate in the Offering
must ensure that all necessary approvals are in place in order to participate in the Offering and ultimately receive and hold Notes,
including any exchange control approvals pursuant to the South African Exchange Control Regulations, 1961, promulgated under
the Currency and Exchange s Act, 1933 and the policies and directives of the Financial Surveillance Department of the South African
Reserve Bank. By participating in the Offering, South African Qualifying investors will be deemed to have warranted that this is the
MiFID II professionals/ECPs-only/No PRIIPs KID. Manufacturer target market (MIFID II product governance) is eligible
counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been
prepared as not available to retail in EEA.
This announcement has been prepared on the basis that any offer of the Notes in any Member State of the EEA will be made pursuant
to an exemption under the Directive 2003/71/EC, together with any amendments thereto, including Directive 2010/73/EU, to the
extent implemented in the relevant member state from the requirement to publish a prospectus for offers of Notes.
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 Vivo Energy plc and its subsidiaries (the “Group”) nor any website accessible by hyperlinks on
any website of the Group 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.
Forward Looking Statements
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 the Group’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, including with respect to the impact of COVID-19, because they relate to events
and depend on circumstances that will occur in the future whether or not outside the control of the Group. No representation is made
that the underlying assumptions are reasonable. The Group’s actual results may differ from those set forth in the forward-looking
statements as a result of various factors (including, but not limited to intense competition in the markets in which the Group operates,
costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting
the Group’s markets, and other factors beyond the control of the Group). The Group 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, and disclosed in accordance with, Market Abuse Regulation.
For further information please contact:
Media contact: Investor contact:
Vivo Energy plc Vivo Energy plc
Rob Foyle, Head of Communications Giles Blackham, Head of Investor Relations
+44 7715 036 407 +44 20 3034 3735
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
Date: 18-09-2020 08:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.