NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Africell Holding Limited (the “Issuer”) today announced the successful pricing of U.S.$60 million aggregate principal amount of 10.500% Senior Secured Notes due 2029 (the “Additional Notes”) in a private placement (the “Placement”) under Regulation S.
The Additional Notes will be consolidated and treated as a single class with the U.S.$300,000,000 10.500% Senior Secured Notes due 2029 issued by the Issuer on October 23 and 24, 2024 (the “Original Notes”) and will be governed by the indenture relating to the Original Notes dated October 23, 2024. The Additional Notes will be rated ‘B’ by S&P and ‘B-‘ by Fitch.
The Additional Notes are expected to be issued on or around January 27, 2026 (the date of issuance, the “Additional Notes Issue Date”) subject to customary closing conditions. The Additional Notes will, during the period prior to and including the 40th day following the Additional Notes Issue Date (the “Distribution Compliance Period”), bear temporary ISIN and Common Code and will not trade fungibly with the Original Notes sold in reliance on Regulation S. After the 40th day following the Additional Notes Issue Date, the Additional Notes will have the same ISIN and Common Code as, and become fully fungible with, the Original Notes sold in reliance on Regulation S.
The gross proceeds from the Placement are intended to be used for general corporate purposes while maintaining a liquidity buffer, and to pay the costs, fees and expenses incurred in connection with the Placement.
An application will be made to have the Additional Notes admitted to listing and trading on the Official List of the International Stock Exchange.
Cautionary Statement
This communication is for distribution only to, and is directed only at, persons (i) who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) who are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) who are outside the United Kingdom or (iv) who are other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication 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.
Forward-looking statements
Some of the information included in this announcement contain forward-looking statements. You can identify these forward-looking statements by use of words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “will,” “estimates,” “intends,” “projects,” “goals,” “objectives,” “guidance,” “targets,” “forecasts” and other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. Although Africell believes that the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.
IT MAY BE UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER MAY BE RESTRICTED.
THIS ANNOUNCEMENT IS NOT AN OFFER OR SOLICITATION OF SECURITIES FOR SALE IN THE UNITED STATES. IF OFFERED, THE SECURITIES WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. IF OFFERED, THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES OR ANYWHERE ELSE AND ANY SECURITIES SOLD IN THE UNITED STATES WILL BE SOLD ONLY TO QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN RELIANCE ON RULE 144A.