DEBENHAMS PLC
NOT FO R D ISTRIB UTIO N TO AN Y PERSO N LO CATE D O R RESI DENT I N AN Y J UR ISDI CTIO N WHEREIT IS UNLAWFUL TO DI STRI BUTE THIS AN NOU NCE MENT.
Debenhams plc announces launch of £200m Senior Notes Offering
London, UK, June 20, 2014- Debenhams plc ("Debenhams" or the "Company") announces that it will be commencing a debt investor road show in relation to an offer of £200m Senior Notes due 2021 (the "Notes"). The Notes will be guaranteed on a senior basis by certain of Debenhams' UK subsidiaries.
The Notes are expected to be admitted to trading on the Irish Stock Exchange'sGlobal Exchange Market.
The proceeds from the issue and sale of the Notes will be used to prepay existing credit facilities of Debenhams and to pay the fees and expenses related to the offering and sale of the Notes.
The Notes and the guarantees thereof have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. The Notes will be offered only to persons outside the United States in reliance on Regulation S under the Securities Act. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Enquiries
Lisa Williams, Debenhams plc 020 3549 6304
This announcement is not an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration. The Company does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States or any other jurisdiction. Any public offering of securities to be made in the United States would be made by means of a prospectus that would contain detailed information about the Company and its management, as well as financial statements. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
I t m ay b eun la w fu l to d is tr ibu te thi s announ cemen t in cer ta in jur isdi ct ions . Th is ann ounce m en t i s no t fo rd istr ibu ti on in th e Unit e d St ate s, J ap an or Au stra li a. T he inf orma ti oni n th is announceme nt does not constitut e a n offe r of se cur it ies fo r sa le in t h e Uni te dSt at e s , C anad a, J ap an or Aus tra li a.
In member states of the EEA, this announcement and any offer of securities if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). Any person in the EEA who acquires securities in any offer of securities (an "investor") or to whom any offer of securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other Member States (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. The Company and others will rely upon the truth and accuracy of the foregoing representations and agreements.
This communication is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) the high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
This announcement is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities referred to herein in Canada. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this announcement or the merits of the securities referred to herein, and any representation to the contrary is an offence.
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