SD Worx Holding NV announces the early closing of its public offer to subscribe to bonds

24 May 2019

SD Worx Holding NV (the “Issuer”), with registered office at Antwerp (Belgium), announces the succesful placement of bonds with a term until 2026 (the “Bonds”). As the subscriptions for the Bond issuance have reached the maximum amount of the offer, namely €80 million, the subscription period was terminated early today at 5:30 p.m. CET. The issuance was very successful and was oversubscribed almost three times.

The Bonds will be issued on 11 June 2019 and admitted to trading on Euronext Growth Brussels (ISIN Code BE0002655364). The Bonds will have an interest rate of 3.80% per annum, payable on 11 June of each year, starting on 11 June 2020 until and including the maturity date on 11 June 2026.

Filip Dierckx, Chairman of the board of directors of SD Worx Holding NV, on the issue: “We would like to thank the investors for the confidence they have placed in us and look forward to the future with confidence. We are a healthy company that adapts to a rapidly changing market. With additional debt financing, we can continue our international growth story, including potential acquisitions, full focus on the digital transformation and the further investment in our products and services for our customers.”

Belfius, BNP Paribas Fortis and KBC Bank are acting in the capacity of Joint Bookrunners and Belfius is acting in the capacity of Global Coordinator and agent. The Issuer was advised by Freshfields Bruckhaus Deringer LLP and the Joint Bookrunners were advised by White & Case LLP.

This press release must be read together with the Prospectus dated 21 May 2019, which was approved by the FSMA (Financial Services and Markets Authority) on the same date, and which is available on the websites of the FSMA (https://www.fsma.be/en/prospectus-ems), the Issuer (www.sdworx.com/en/investor-relations), Belfius (www.belfius.be/sdworx2019), BNP Paribas Fortis (www.bnpparibasfortis.be/emissions) and KBC Bank (www.kbc.be/sdworx).

For more information, please contact:
Nils De Bremaeker
+32 3 220 28 11
nils.debremaeker@sdworx.com


IMPORTANT COMMUNICATION

THIS COMMUNICATION IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS FORBIDDEN UNDER APPLICABLE LAW.

This communication does not constitute an offer to sell or to subscribe to securities, or an invitation to make an offer to purchase securities or subscribe to securities, and securities shall not be sold or subscribed to in any jurisdiction in which such offer, invitation, sale or subscription would be illegal without advance subscription or qualification under the financial legislation of such jurisdiction.
The issue of, subscription to or purchase of securities is subject to special statutory or regulatory restrictions in certain jurisdictions. Persons who may be in possession of this communication or of Bonds must inform themselves about and comply with these restrictions in connection with the distribution of the Prospectus and the offer and sale of the Bonds. The Issuer is not liable in the event that there is a violation by any person of these restrictions.

No public offering shall be made of any securities, referred to in this document, in the United States. The securities referred to in this document have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any other supervisory authority of securities of any state or other jurisdiction of the United States. The securities referred to in this document will only be offered and sold to persons outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”) and may not be offered, sold or delivered in any other way, directly or indirectly, within the United States or to, or for the account of, U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

The securities referred to in this document have not been approved or rejected by the SEC, any other supervisory authority of securities of any state or other supervisory body of the United States, nor have these authorities assessed the appropriateness of this proposed offer or the adequateness or accuracy of this document. Any statement to the contrary is a criminal offence in the United States.

This document is not an offering document or prospectus in connection with an offering of securities by the Issuer. Investors may not accept an offering of securities that are mentioned in this document nor acquire them unless they do so on the basis of information contained in the Prospectus.