Montreal, Sept. 28, 2015 (GLOBE NEWSWIRE) — Northern Providence Investments (the “Company”) announced today that Hammersmith Camden Financial (“HCF”), a special purpose finance vehicle established by the Company for the purpose of issuing notes, bonds, and other debt securities, is considering, subject to market conditions, the issuance of investment grade sterling denominated senior secured notes due 2020 (the “Notes”).
The Notes will be issued under HCF’s €10,000,000,000 medium term note programme. The Notes will also be secured by, and payable solely from the cash flow generated by the collateralised assets of HCF. The collateralised assets are primarily comprised of highly liquid investment grade corporate debt. The Notes will be on a stand-alone basis, representing obligations solely of HCF, and are not expected to be insured or guaranteed by the Company or any other entity. The net proceeds of the Notes will be used for (i) general corporate purposes, (ii) the administration of the Notes, and (iii) to pay fees and expenses in connection with the offering of the Notes.
The Company also announced today that it will begin conducting investor meetings this week in connection with the proposed offering of the Notes. The investor meetings are part of a “non-deal roadshow” to garner investor appetite and are not designed to procure any sales. Following the investor meetings, the price, interest rate, additional distributors, and certain other issue terms relating to the Notes will be established. Fees to distributors will range between 60 and 120 basis points. The Notes are expected to be rated A1/A/A (Moody’s/S&P/Fitch) and have a spread in excess of 200 basis points over similarly structured debt instruments. Interest on the Notes will be paid quarterly and the closing of the Notes will occur in October 2015.
“In this low interest rate environment, the Notes are designed to target risk-averse investors who seek well-structured, high-yielding debt securities for their investment portfolios. As a result, we expect to see a high demand for the Notes,” said Peterson Frederick, Chairman and Interim Chief Executive Officer of Northern Providence Investments. “The Notes also highlight Northern Providence Investments’ multi-manager asset management firm, comprised of affiliated and unaffiliated global asset managers dedicated to improving global sustainability and providing a steady income of excess returns on a risk-adjusted basis,” added Mr Frederick.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.
In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any EEA member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures, including Directive 2010/73/EC, in any member state, the “Prospectus Directive”), this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive and must not be acted on or relied on by other persons in that member state.
The Notes will also be offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) in the United States, and outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been, and will not be, registered under the Securities Act. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction
This announcement contains “forward-looking statements”. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the satisfaction of customary closing conditions with respect to the offering of the Notes, prevailing market conditions, and the anticipated use of the net proceeds of the offering of the notes which could change as a result of market conditions or for other reasons, including corporate considerations and the impact of general economic, industry or political conditions in Europe or internationally. The words “expect”, “anticipate”, “continue”, “estimate”, “potentially”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify such forward-looking statements. These statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate under the circumstances.
Consequently, all of the forward-looking statements made in this announcement are qualified by these cautionary statements. The Company cannot assure that the proposed offering and the related transactions will be completed or, even if completed, that they will have the expected effect on the Company, its business or operations.
The Company does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this announcement, or to reflect the occurrence of unanticipated events.
This announcement is provided for information only. It does not purport to provide investment advice and should not be relied on for the purposes of any investment decision. It is not an offer to sell or the solicitation of an offer to purchase the securities mentioned above. Any such offer or solicitation can only be made by means of a prospectus or other offering document when it is available and only in those jurisdictions where it is permitted by law. An investment in the securities mentioned herein is speculative and is not suitable for all investors.
About Hammersmith Camden Financial
Hammersmith Camden Financial was established as a special purpose finance vehicle for the purpose of issuing the Notes (including any further notes or bonds issued) and other debt securities. HCF is owned and managed by a leading global independent trustee with operations in more than 80 countries.
About Northern Providence Investments
Northern Providence Investments is an asset management firm engaged in the business of acquiring, developing, and managing SRI (“Socially Responsible Investing”) investments. Northern Providence Investments’ is a multi-manager asset management business comprised of external affiliated and unaffiliated global asset managers that actively analyses, screens, and invests in companies that not only demonstrate financial, social, and environmental advantages, but also contribute to positive global sustainability.
For more information, contact:
Peterson Frederick, Chairman and Interim Chief Executive Officer
Northern Providence Investments, Investor Relations
1000 Rue de la Gauchetière, 24th Floor
Montreal, Quebec H3B 4W5