Liquid Intelligent Technologies to launch US$180 million tap issue of its US$550 million 8½% Senior Secured Notes due 2022


Liquid Intelligent Technologies Financing PLC, part of the leading pan-African telecoms group Liquid Intelligent Technologies, has today announced its intention to launch a tap issue of its 8½% Senior Secured Notes due 2022 with a nominal value of US$180 million (the “New Notes”).

The New Bonds are to be issued on the same terms (save for the issue price) as, and will form a single series with, the US$550 million 8½% Senior Secured Notes due 2022 issued by Liquid Intelligent Technologies Financing PLC on July 13, 2017 (the “Original Notes”)

The net proceeds of the New Notes will be used for the repayment of certain existing indebtedness and for general corporate purposes, intended to support Liquid Intelligent Technologies as it continues to expand its network capabilities and service offering across Africa. Through a combination of organic growth and acquisition, Liquid Intelligent Technologies has built Africa’s largest independent fibre network, stretching over 50,000km and connecting more countries on a single network than any other.

The new financing is also expected to help deliver long-term benefits to Liquid Intelligent Technologies’s growing number of enterprise, carrier and retail customers, which currently include over 93,200 customers across 13 countries of operation. Liquid Intelligent Technologies serves businesses of all sizes through an extended service offering, which includes integrated software, cloud, hosting and connectivity capabilities.

The New Notes are expected to be rated Ba3 (stable) by Moody’s, and B+ (stable) by Fitch. Relevant stabilisation regulations including FCA/ICMA apply.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of any securities referred to herein is being made in the United States.

This announcement may not be distributed, directly or indirectly, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute or form part of an offer to sell or issue, or any solicitation of an offer to buy or subscribe for, any securities referred to herein in the United States or in any other jurisdiction. The offer and the distribution of this announcement and other information In connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other Information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is directed only at (I) persons who are outside the United Kingdom or (ii) persons with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (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 (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.

Neither this announcement, nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Australia, Canada, Hong Kong, Japan, South Africa or Singapore or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. The securities referred to herein have not been and will not be qualified under the applicable securities laws of Australia, Canada, Hong Kong, Japan, South Africa or Singapore and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Hong Kong, Japan, South Africa or Singapore or to any national, resident or citizen of Australia, Canada, Hong Kong, Japan, South Africa or Singapore.

None the Joint Lead Managers and Joint Bookrunners or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Forward-looking statements

This announcement contains statements that constitute forward-looking statements, beliefs or opinions, including statements relating to business, financial condition and results of operations of Liquid Intelligent Technologies. These statements may be identified by words such as “expect”, “believe”, “estimate”, “plan”, “target”, or “forecast” and similar expressions or the negative thereof; or by the forward-looking nature of discussions of strategy, plans or intentions; or by their context. All statements regarding the future involve known and unknown risks and uncertainties and various factors could cause actual future results, performance or events to differ materially from those described or implied in these statements. Such forward-looking statements are based on numerous assumptions regarding Liquid’ present and future business strategies as well as the environment in which Liquid Intelligent Technologies expects to operate in the future. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and Liquid Intelligent Technologies does not accept any responsibility for the accuracy of the opinions expressed in this announcement or the underlying assumptions. Past performance Is not an indication of future results and past performance should not be taken as a representation that trends or activities underlying past performance will continue in the future. The forward-looking statements in this document speak only as at the date of this announcement and Liquid Intelligent Technologies and its affiliates expressly disclaim any obligation or undertaking to review or release any updates or revisions to these forward-looking statements to reflect any change in Liquid Intelligent Technologies’s expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this announcement or to update or to keep current any other information contained in this document or to provide any additional information in relation to such forward-looking statements, unless required to do so by applicable law.

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