Not for release, publication or distribution, directly or indirectly, in or into, or to any person located or resident in or at any address in, the United States of America or to any person located or resident in any other jurisdiction in which it would be unlawful to do so.
Aalst, Belgium, March 24, 2025 – Ontex Group NV (Euronext Brussels: ONTEX) ("Ontex"), a leading international developer and producer of personal care products for retailers and healthcare providers, announces the launch of an offering of €400 million in aggregate principal amount of euro-denominated fixed-rate senior notes due 2030 (the "Notes"), in a private placement to investors outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended. Ontex intends to use the net proceeds from the offering of the Notes to (i) partially repurchase its outstanding senior notes due 2026 (the "Existing Notes"), and (ii) pay related accrued interest, fees and expenses.
Important information
This document does not constitute an offer to sell or a solicitation of an offer to purchase the Existing Notes or any other securities, and shall not constitute an offer to sell or a solicitation of an offer to purchase in the United States or in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This document does not constitute a notice of redemption or satisfaction and discharge. Any such notice will be given in accordance with the terms of the indenture governing the Existing Notes.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offering of securities in the United States in connection with this transaction.
This press release does not constitute a prospectus within the meaning of EU Regulation 2017/1129 (the "Prospectus Regulation").
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investors in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of the following persons: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by EU Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to a retail investor in the EEA has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investors in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of the following persons: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by 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 UK has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
This press release and the offering memorandum related to the Notes are for distribution only to, and are directed solely at, (x) persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005, as amended (the "Order"), or (iii) are high net worth entities falling within Article 49(2) of the Order and (y) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This press release and the offering memorandum related to the Notes are directed only at relevant persons and must not be acted on or relied upon by persons who are not relevant persons. Any investment or investment activity to which this press release and the offering memorandum related to the Notes relate is available only to relevant persons and will be engaged in only with relevant persons.
The securities referred to herein are also not intended to be offered, sold, distributed or otherwise made available, and should not be offered, sold, distributed or otherwise made available, to any individual in Belgium qualifying as a "consumer" (consument/consommateur) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique) dated February 28, 2013, as amended (a "Belgian Consumer") and this press release, the offering memorandum related to the Notes or any other documents or materials relating to the offer have not been and shall not be distributed, directly or indirectly, in Belgium to Belgian Consumers.
Forward-Looking Statements
This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms as "believe", "expect", "anticipate", "may", "assume", "plan", "intend", "will", "should", "estimate", "risk" and or, in each case, their negatives, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding Ontex's or any of its affiliates’ intentions, beliefs or current expectations concerning, among other things, Ontex's or any of its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that Ontex's or any of its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if Ontex's or any of its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
The forward-looking statements and information contained in this announcement are made as of the date hereof and Ontex undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Ontex is a leading international developer and producer of baby, feminine and adult care products, both for retailers and the healthcare sector. Ontex’s innovative products are distributed in around 100 countries through retailers and healthcare providers. Employing some 7,000 people, Ontex has a presence in 14 countries, with its headquarters in Aalst, Belgium. Ontex is listed on Euronext Brussel and is a constituent of the Bel Mid® index. To keep up with the latest news, visit ontex.com or follow Ontex on LinkedIn.
