14/4/21 7:37pm
Z1P announces A$400 million senior convertible notes offering to accelerate global expansion
Zip Co Limited ACN 139 546 428 (ASX: Z1P) (“Zip” or the “Company”) announced it has today launched an offering of A$400m senior unsecured convertible notes due 2028 (the “Notes”), (the “Offering”). The Notes are convertible into fully paid ordinary shares of Zip (the “Ordinary Shares”).
Zip Co-founder and COO, Peter Gray said:
“We are very excited to welcome a new group of global investors to the Zip ecosystem, embracing our journey and mission to be the first payment choice everywhere and every day.
The additional capital from this Offering will support the active pursuit of both core and international growth opportunities, as Zip becomes a truly global BNPL player, leveraging our very strong momentum and the worldwide shift away from the broken credit card, towards a better, fairer digital alternative”.
The Offering is being marketed to eligible investors with the final terms and conditions of the Notes to be determined via a book-build process expected to be completed prior to market open tomorrow. A summary of the key terms and conditions of the Notes is set out in the Appendix of this announcement.
It is intended that the proceeds of the Offering (net of commissions, professional fees and other administrative expenses) will be used to drive growth in core markets, expand into new regions and for general corporate purposes.
It is intended that the Notes will be listed on the Official List of the Singapore Exchange Securities Trading Limited (“SGX-ST”). Conversion of the Notes will be physically settled by the issuance of new Ordinary Shares.
Jarden Australia Pty Limited (“Jarden”) and Merrill Lynch Equities (Australia) Limited (“MLEA”) are acting as Joint Lead Managers (“JLMs”) on the Offering.
In connection with the Offering, to facilitate some or all of the hedging activity that may be executed in relation to the Notes:
- Jarden intends to sell ordinary shares (the “Delta Placement”) to facilitate some or all of the hedging activity that may be executed in relation to the Notes; the manner of conducting the Delta Placement will be determined by Jarden, in consultation with Zip. The clearing price per Ordinary Share under the Delta Placement will be used as the reference share price for the Notes.
- One of the founders of Zip (“Stock Lender”) intends to enter into a stock lending agreement with Merrill Lynch International (the “Stock Borrower”) pursuant to which the Stock Lender will lend a certain number of Ordinary Shares to the Stock Borrower, and the Stock Borrower will be required to return the borrowed Ordinary Shares to the Stock Lender pursuant to the terms of the agreement (“Stock Borrow Facility”)
Co-founders Larry Diamond and Peter Gray have expressed an intention to sell a small portion of their holdings (up to 1.5 million and 0.5 million Ordinary Shares respectively). Proceeds from the sale will be used primarily to fund their respective tax liabilities. This sale is intended to be executed in conjunction with the Delta Placement.
An independent sub-committee of the Board has determined that it was in the best interests of Zip’s shareholders to enable this transaction.
Release approved by the Chief Executive Officer on behalf of the Board.
Disc: I hold....Trading Halt remains....
