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.
April 11, 2024
Puma Energy Launches U.S.-Dollar Denominated Senior Notes
Puma International Financing S.A. (the “Issuer”) is pleased to announce the launch of an offering of U.S.-dollar denominated 5-year (non-call two) Senior Notes (the “Senior Notes”), which are being offered in accordance with Rule 144A and Regulation S. The Senior Notes will be fully and unconditionally guaranteed on a senior basis by Puma Energy Holdings Pte. Ltd. (together with the Issuer and its subsidiaries, “Puma Energy”). The Issuer intends to use the proceeds of the offering to refinance a portion of the Issuer’s outstanding 5.000% senior USD notes due 2026 (the “Existing Notes”). In conjunction, the Issuer has also announced a capped tender offer (the “Tender Offer”) of the Existing Notes. The Tender Offer is conditional upon the successful closing of the Senior Notes offering.
Puma Energy is a global energy company and one of the largest independent fuel distributors in the world present in 37 countries, primarily across its two core regions Latin America and Africa, rated (Ba3 (Stable)) by Moody’s and (BB (Stable)) by Fitch.
FCA/ICMA stabilisation applies.
Cautionary Statement
MiFID II/UK MiFIR professionals/ECPs-only/No PRIIPs KID. Manufacturer target market (MIFID II/UK MiFIR 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 the European Economic Area or the United Kingdom.
This announcement contains inside information as defined in the Market Abuse Regulation (EU) 596/2014 (including as it forms part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)) (“Market Abuse Regulation”) and is disclosed in accordance with the Issuer’s obligations under the Market Abuse Regulation.
This announcement is not being made in, and copies of it may not be distributed or sent into, any jurisdiction where distribution would be unlawful.
The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Issuer does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States. Accordingly, the Senior Notes are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.
This announcement does not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This announcement is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (iii) high net worth companies, 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”). 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.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Regulation (EU) 2017/1129 (as amended), and any relevant implementing measure in the relevant Member State of the European Economic Area (the “Prospectus Regulation”). The offer and sale of the Senior Notes will be made pursuant to an exemption under the Prospectus Regulation, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.
Statements of intent in this announcement shall not constitute a notice of redemption under the indenture governing the Existing Notes. Any such notice, if made, will only be made in accordance with the provisions of the relevant indenture.
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 Puma Energy 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.
NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES. NOTHING IN THIS ANNOUNCEMENT CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.