Slaughter and May is advising Carillion plc (Carillion) on its offering of £170 million of convertible bonds due December 2019 (the Bonds).

The Bonds will be issued by Carillion Finance (Jersey) Limited, a wholly-owned subsidiary of Carillion incorporated in Jersey (the Issuer), and will be guaranteed by Carillion. The Bonds will be senior and unsecured obligations of the Issuer and Carillion and will be subject to a negative pledge. The Bonds will be issued at par and will carry a coupon of 2.50% per annum payable semi-annually in equal instalments in arrear. Subject to certain conditions, the Bonds will be convertible into fully paid ordinary shares of Carillion (the Ordinary Shares). Upon conversion of the Bonds, Carillion may elect to settle its obligations by way of delivery of Ordinary Shares, payment of a cash alternative amount or a combination of the two. Settlement and delivery of the Bonds are expected to take place on or around 19 December 2014 (the Closing Date). It is then intended that an application will be made for the Bonds to be listed on a recognised stock exchange after the Closing Date but prior to the first interest payment date.

BNP Paribas and Morgan Stanley acted as Joint Global Coordinators and Joint Bookrunners of the offering. Crédit Agricole Corporate and Investment Bank and The Royal Bank of Scotland plc acted as Joint Bookrunners. Barclays Bank plc, HSBC Bank plc and MUFJ acted as Co-Bookrunners.

CONTACTS

Financing: Mark Dwyer (partner), Steven Galbraith (partner), Ed Fife (partner), Harry Bacon (associate), Jack Pelzig (associate); Corporate: Kathy Hughes (partner); Tax: Steve Edge (partner), Edward Milliner (associate)