NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES.
7 February 2024
WE Soda Ltd (“the Company” and, together with its subsidiaries, “WE Soda”), the world's largest producer of natural soda ash with one of the lowest cash costs of production globally, announces the successful pricing of $500 million aggregate principal amount of 9.375% senior secured notes due 2031 at an issue price of par (the “Notes”).
The gross proceeds of the offering of the Notes, if completed, will be used to repay certain of WE Soda’s existing indebtedness, put cash on balance sheet and pay related fees and expenses. The Notes offering is expected to close on 14 February 2024, subject to customary closing conditions. There can be no assurance that the offering of the Notes or transactions will be completed.
WE Soda announced its inaugural bond offering in September 2023, successfully pricing $800 million aggregate principal amount of 9.50% senior secured notes due 2028.
Due to positive investor response, in December 2023 WE Soda was able to successfully tap the 9.50% senior secured notes due 2028, for a further $180 million in aggregate principal amount.
With this third bond issue, WE Soda has effected a re-financing of certain of its existing debt in five months, fully paying down its senior term loan and repaying subsidiary operating company facilities, thereby simplifying its capital structure.
WE Soda is rated BB- (Fitch) / BB- (S&P) and the bonds are listed on The International Stock Exchange (TISE) in the Channel Islands.
Alasdair Warren, CEO of WE Soda, commented:
“We have received considerable support from the bondholder community, exceeding our initial expectations such that in five months, we have completed a re-financing of our entire capital structure, significantly increasing the efficiency of our balance sheet. This is testament to the unique strengths of our business, which have proven so attractive. As the fastest growing, lowest cost and largest producer of natural soda ash in the world, we are very well placed in the next decade to continue delivering on our strategy and I would like to welcome our new bondholders on that journey.”
BNP Paribas, Goldman Sachs and J.P.Morgan acted as Joint Global Coordinators together with Deutsche Bank, Emirates NBD Capital, MUFG, PNC Capital Markets LLC and Bank of China as Joint Bookrunners.
- Ends -
WE Soda
Edward Westropp, Head of Investor Relations
+44 (0) 208 148 5456
[email protected]
Powerscourt (Public Relations adviser to WE Soda)
Peter Ogden
+44 (0)207 250 1446
[email protected]
WE Soda is the world’s largest producer of natural soda ash and one of the world’s largest producers of sodium bicarbonate. Our purpose is “to responsibly produce essential ingredients for a sustainable future” and sustainability is integrated into everything we do. We produce soda ash with the lowest CO2e emissions intensity within our industry and we believe that we have the lowest impact on nature and the environment. For more information, please visit: www.wesoda.com.
Neither the content of any website of WE Soda nor any website accessible by hyperlinks on WE Soda’s website is incorporated in, or forms part of, this announcement.
MiFID II professionals/ECPs-only- Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).
UK MiFIR professionals/ECPs-only – Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).
FCA/ICMA stabilisation applies.
This announcement is directed only at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129, with respect to the European Economic Area, as defined in the Prospectus Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”) and, with respect to the United Kingdom, as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). This announcement must not be acted on or relied on in any member state of the EEA or the United Kingdom by persons who are not qualified investors. Any investment or investment activity to which this announcement relates is available only to qualified investors in any member state of the EEA or the United Kingdom.
In the United Kingdom, this announcement is directed only at persons (i) who are outside the United Kingdom or (ii) who are in the United Kingdom and are (A) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 of the United Kingdom (the “FSMA”) (Financial Promotion) Order 2005 (the “order”) or (B) persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the order or (C) other persons to whom this announcement may otherwise lawfully be directed without contravention of section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this communication or any of its contents. The Notes are not being offered to the public in the United Kingdom. Any investment activity (including, but not limited to, any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities) to which this communication relates will only be available to, and will only be engaged with, relevant persons in the United Kingdom. Each recipient also represents and agrees that it has complied and will comply with all applicable provisions of the Financial Services Markets Act 2000, as amended, with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
No key information document (KID) required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) and Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation and the UK PRIIPs Regulation.
This communication is not an offer of securities for sale in the United States or any other jurisdiction where to do so would be unlawful. The issuer has not registered, and does not intend to register, any portion of the Notes in the United States or any other jurisdiction and does not intend to conduct a public offering of the Notes in the United States or any other jurisdiction.
In particular, the Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Notes may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. The Notes may only be offered or sold to (a) persons outside the United States in compliance with Regulation S under the Securities Act or (b) qualified institutional buyers (QIBs) within the meaning of Rule 144A under the Securities Act. Prospective purchasers are hereby notified that the sellers or issuer of the Notes may be relying on the exemption from registration requirements of the Securities Act provided by Rule 144A of the Securities Act or another available exemption from registration.
Any offering of securities will be made by means of an offering memorandum. Neither this communication nor any information herein nor the fact of its distribution shall form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.
A rating is not a recommendation to buy, sell or hold the Notes and may be subject to suspension, reduction or withdrawal at any time by the rating agency. Similar ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating.
This announcement includes forward looking statements, which are based on WE Soda’s current expectations and projections about future events, as well as the assumptions made by our management based on information currently available to our management. All statements other than statements of historical facts included in this announcement may be deemed to be forward looking statements. Words such as “believe”, “expect”, “plan”, “intend”, “seek”, “anticipate”, “estimate”, “predict”, “forecast”, “project”, “potential”, “continue”, “may”, “will”, “could”, “should”, and similar expressions or the negatives of these expressions are intended to identify forward looking statements. By their nature, forward looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward looking statements are not guarantees of future performance. You should not place undue reliance on these forward looking statements.