Global University Systems announces the launch of its offering of £75 million senior secured notes due 2020

Global University Systems B.V. ("GUS") announces today that it intends to launch the issue of £75 million senior secured notes due 2020 through Lake Bridge International PLC (the "Issuer"). The notes are additional to, and will be treated as one single class with, the Issuers £234.4 million aggregrate principal amount of 8.000% senior secured notes due 2020 that were issued on 23 July 2015. The proceeds of the offering will primarily be used (i) to pay the consideration for certain acquisitions in 2016, including those of Arden University Limited and I.B.A.T. Limited: (ii) to pay fees and expenses relating to this offering and the outstanding bridge facility and (iii) to repay the outstanding amounts drawn under the bridge facility.

GUS is a leading private higher education provider offering accredited academic undergraduate and postgraduate degrees, vocational and professional qualifications and language courses delivered at institutions in the United Kingdom, Germany, Canada and Singapore and worldwide through an online platform.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities in the Unites States, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”).  The securities may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the company and management, as well as financial statements. This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.

This press release may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of GUS or the Issuer about further events and financial performance. Although GUS and the Issuer believe that these views and assumptions are reasonable, the statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the 

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) 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 (the “FSMA”)) in connection with the issue or sale of any notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

No action has been taken in any jurisdiction (including the United States) by GUS or the Issuer that would result in a public offering of the notes or the possession, circulation or distribution of any offering circular or any other material relating to the Issuer or the notes in any jurisdiction where action for such purpose is required.

In connection with the issuance of the notes, the stabilizing manager (or any person acting on behalf of the stabilizing manager) may over-allot notes or effect transactions with a view to supporting the market price of the notes at a level higher than that which might otherwise prevail.  However, there is no assurance that the stabilizing manager (or any person acting on behalf of the stabilizing manager) will undertake stabilization action.  Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the notes and 60 days after the date of the allotment of the notes.  Any stabilization action or over-allotment must be conducted by the stabilizing manager (or person acting on behalf of the stabilizing manager) in accordance with all applicable laws and rules.

 

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

 

 

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