Pricing of Senior Secured Floating Rate Notes

1 February 2021

Arrow Global Group PLC

Pricing of €75.0 Million Senior Secured Floating Rate Notes Due 2026

Arrow Global Group PLC (together with its subsidiaries, “Arrow Global“) today announces that Arrow Global Finance plc (the “Issuer“), its indirect wholly-owned subsidiary, priced an institutional private placement of €75,000,000 aggregate principal amount of senior secured notes due 2026 (the “Notes“) at an issue price of 99% on 29 January 2021.  The Notes are expected to be issued on February 12, 2021 (the “Issue Date“).

The Notes will be guaranteed by Arrow Global Guernsey Holdings Limited, an indirect wholly-owned subsidiary of Arrow Global Group PLC, and certain of its subsidiaries.

The Notes will be issued pursuant to an indenture dated as of March 15, 2018 (the “Indenture“) and will form a single series, under the Indenture, with the Issuer’s existing €285,000,000 senior secured floating rate notes due 2026 (the “Existing Notes“) for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase, except with respect to the first interest payment date and the issue price.

The proceeds from the transaction of €74,250,000 less transaction fees and expenses will be used to partially repay drawings under Arrow Global’s £285,000,000 multi-currency revolving credit facility.

The issue of the Notes and partial repayment of the revolving credit facility will extend the maturity profile of Arrow Global’s debt with no impact on gross borrowings or leverage. In addition, the level of liquidity headroom will increase by the partial repayment of the revolving credit facility, with the weighted average cost of debt increasing marginally from 3.7% to 3.8%.

Commenting on the transaction, Matt Hotson, Group CFO said:

“We would like to thank bond investors for their continuing support.  We are delighted to have priced this transaction, successfully extending the duration of our debt on attractive terms.”

For further information:

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This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.

The Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), 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 and in accordance with applicable state securities laws. Accordingly, the Notes and the related guarantees are being offered and sold in the United States only to qualified institutional buyers, as defined in Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. There is no assurance that the offering will be completed. If the offering is completed, it will be completed on the terms set forth in this pricing announcement.

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) have 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“), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, (iii) are outside the United Kingdom or (iv) 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 securities 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.

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 investor in the European Economic Area (“EEA“). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II“), (ii) a customer within the meaning of Directive 2016/97/EU (the “Insurance Distribution Directive“), 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 Regulation (EU) 2017/1129 (the “Prospectus Regulation“). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation“) for offering or selling the Notes or otherwise making them available to retail investors 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 investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (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 (as amended, “EUWA“); (ii) a customer within the meaning of the provisions of 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 United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation or an offer to the public and, in particular, this announcement shall not be considered an “offer of securities to the public” for purposes of the Luxembourg law on prospectus for public offering dated 10 July 2005.

This announcement contains certain forward-looking statements with respect to certain of Arrow Global’s current expectations and projections about future events, including in relation to the amount of the offering. These statements, which sometimes use words such as “intend,” “proposed,” “plan,” “expect,” and words of similar meaning, reflect the directors’ beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information contained in this announcement is subject to change without notice and, except as required by applicable law, Arrow Global does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings or other measures of performance of Arrow Global for the current or future financial years will necessarily match or exceed the historical or published earnings or other measures of performance of Arrow Global.

Neither the content of Arrow Global’s websites nor any website accessible by hyperlinks on Arrow Global’s websites is incorporated in, or forms part of, this announcement.

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