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Bradford&Bingley PLC (BBN)

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Wednesday 16 November, 2011

Bradford&Bingley PLC

Notice of Tender Offers and Additional Information

RNS Number : 2277S
Bradford & Bingley PLC
16 November 2011
 



NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON. (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

Bradford & Bingley announces Tender Offers and Proposals for certain Subordinated Securities

16 November 2011.  Bradford & Bingley plc (B&B) today announces its separate invitations to:

(i)            all holders (the Holders) of the Tender Securities (as defined below) to tender such Tender Securities for purchase by B&B for cash (each such invitation an Offer, and together the Offers); and

(ii)           all holders of Subordinated Notes (as defined below) to approve, by separate extraordinary resolutions, modifications to the Conditions of each Series (as defined below) of Subordinated Notes to provide for B&B to have the option to purchase (each a Subordinated Note Purchase Option) all, but not some only, of the Subordinated Notes of the relevant Series remaining (if any) on settlement of the relevant Offer (together the Subordinated Note Proposals).

In addition, B&B and Bradford & Bingley Capital Funding (Jersey) Limited (in its capacity as general partner of Bradford & Bingley Capital Funding L.P. (the Issuer), the General Partner) separately announce the invitation by the General Partner to holders of the outstanding Preferred Securities to approve certain modifications to the Limited Partnership Agreement establishing the Issuer to provide for B&B to have the option to purchase (together with each Subordinated Note Purchase Option, the Purchase Option) all, but not some only, of the Preferred Securities remaining (if any) on settlement of the relevant Offer (together with the Subordinated Note Proposals, the Proposals).

The Offers and the Proposals are being made on the terms and subject to the conditions contained in separate tender offer memoranda relating to (i) the Offers and the Proposals in respect of the Subordinated Notes and (ii) the Offer and the Proposal in respect of the Preferred Securities, each dated 16 November 2011 (the Tender Offer Memoranda and each a Tender Offer Memorandum), and are subject to the offer restrictions set out below and as are more fully described in the Tender Offer Memoranda.

Description of the Subordinated Notes

ISIN/

Common Code

Principal amount outstanding

Total Early Tender Consideration
(as a percentage of the principal amount outstanding of the relevant Subordinated Notes)

Purchase Price
(as a percentage of the principal amount outstanding of the relevant Subordinated Notes)

£125,000,000 6.625 per cent. Subordinated Notes due June 2023

XS0087993423 / 008799342

£30, 490,000

60.00 per cent.

58.00 per cent.

£125,000,000 7.625 per cent. Subordinated Notes due February 2010

XS0108194407 / 010819440

£27,746,000

62.00 per cent.

60.00 per cent.

£200,000,000 Fixed Rate Step-up Subordinated Notes due 12 December 2022

XS0159302255 / 015930225

£30,751,000

56.00 per cent.

54.00 per cent.

£150,000,000 Floating Rate Dated Subordinated Notes due March 2054

XS0215817718 / 021581771

£75,000,000

50.00 per cent

48.00 per cent.

£250,000,000 Fixed Rate/Floating Rate Callable Step-up Dated Subordinated Notes due January 2018

XS0276330643 / 027633064

£17,303,000

46.00 per cent.

44.00 per cent.

£250,000,000 5.625 per cent. Fixed Rate Step-up Undated Subordinated Notes

XS0167366433 / 016736643

£39,481,000

43.00 per cent.

41.00 per cent.

£200,000,000 6.00 per cent. Perpetual Subordinated Callable Step-up Notes

XS0181867309 / 018186730

£33,483,000

43.00 per cent.

41.00 per cent.

(together, the Subordinated Notes)

Description of the Preferred Securities

ISIN / Common Code

Limited partnership interest represented by outstanding Preferred Securities

Total Early Tender Consideration
(per £1,000 of limited partnership interest)

Purchase Price
(per £1,000 of limited partnership interest)

6.462 per cent. Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities Series A

XS0148804536 / 014880453

£46,323,000

£630, plus the Accrued Distribution Payment

£610

(the Preferred Securities and, together with the Subordinated Notes, the Tender Securities and each series of the Tender Securities, a Series)

Copies of each Tender Offer Memorandum are, subject to distribution restrictions, available from the Dealer Managers and the Tender and Information Agent, each of whose details is set out below.  Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memoranda.

Rationale for the Offers and the Proposals

The rationale for (i) undertaking the Offers, (ii) proposing the adoption of the Proposals and (iii) subject to such adoption, B&B's current intention to purchase any Tender Securities of the relevant Series remaining (if any) following the settlement of the relevant Offer on the Settlement Date for the relevant Offer, is to generate shareholders' funds for B&B and to further strengthen the quality of B&B's capital base.  Each of the Offers and the purchase of Tender Securities remaining following the adoption of the Proposals would generate a profit for B&B, and thereby increase shareholders' funds.

The Offers and the Proposals have been discussed with services of the European Commission in view of its guidelines on burden-sharing, which include limitations as to the level, as a percentage of principal, at which pricing may be set.  After taking into account the relevant state aid decisions, the European Commission services did not raise concerns about the present transaction.

Details of the Offers

B&B will pay, on the relevant Settlement Date, for the Tender Securities of each Series accepted by it for purchase pursuant to the Offers, a cash purchase price as specified in the table set out above (in each case the Purchase Price and together the Purchase Prices).  In the case of the Preferred Securities only, B&B will also pay an Accrued Distribution Payment in respect of any Preferred Securities accepted by it for purchase pursuant to the relevant Offer.

Each Holder that either:

(a)           (i) validly tenders its Tender Securities by 10.00 a.m. (London time) on 13 December 2011 (and does not subsequently revoke such tender in the limited circumstances in which such revocation is permitted) and (ii) is a Retail Investor (as defined below) and confirms in the relevant Tender Instruction that it is a Retail Investor; or

(b)           does not confirm in the relevant Tender Instruction that it is a Retail Investor but validly tenders its Tender Securities by 4.00 p.m. (London time) on 30 November 2011 (and does not subsequently revoke such tender in the limited circumstances in which such revocation is permitted),

will receive an additional cash payment equal to 2.00 per cent. of the principal amount outstanding of such Subordinated Notes or of the limited partnership interest represented by the relevant Preferred Securities, as applicable, in each case in addition to the relevant Purchase Price and, in the case of the Preferred Securities, the Accrued Distribution Payment.

A Retail Investor is a Holder (a) (i) in the case of the Subordinated Notes, who holds less than £100,000 in aggregate principal amount outstanding of the Subordinated Notes of any Series or (ii) in the case of the Preferred Securities, whose limited partnership interest in the Issuer (as represented by such holder's Preferred Securities) is less than £100,000; (b) whose ordinary activities do not involve that person buying, selling, subscribing for or underwriting instruments such as the Subordinated Notes or the Preferred Securities for the purposes of a business carried out by that person; and (c) who it is reasonable to expect will not carry on the activities described in (b) above for the purposes of a business carried on by that person.

No amount will be paid by B&B, or any other person, pursuant to the Offers in respect of the Subordinated Notes in respect of any accrued interest or arrears of interest for any Subordinated Notes accepted by it for purchase pursuant to the Offers.

Details of the Proposals

B&B has also separately invited all holders of each Series of the Subordinated Notes to approve, among other things, certain modifications to the Conditions of the relevant Series of Subordinated Notes to insert the relevant Subordinated Note Purchase Option.  The General Partner has also separately invited the holders of the Preferred Securities to approve certain modifications to the Limited Partnership Agreement establishing the Issuer to insert the relevant Purchase Option.  Pursuant to each Purchase Option, B&B will have the option to purchase all, but not some only, of the Tender Securities of the relevant Series remaining (if any) on settlement of the relevant Offer at an optional purchase price equal to (a) in the case of the Subordinated Notes, the relevant Purchase Price for such Series and (b) in the case of the Preferred Securities, £610 per £1,000 of limited partnership interest represented by the relevant Preferred Securities plus Accrued Distributions in respect of such Preferred Securities.  In respect of the Subordinated Notes, no accrued interest or arrears of interest will be payable in respect of any such Subordinated Notes purchased pursuant to the relevant Purchase Option.

Notices (together the Notices) of separate meetings (together the Meetings) of the holders of the Tender Securities of each Series have been published on the date of this announcement.

The Meetings will each be held at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY, United Kingdom on 15 December 2011, in each case at the time specified in the Notices.

At each Meeting, the holders of the relevant Series will be asked to consider and, if thought fit, pass, in the case of the Subordinated Notes, an extraordinary resolution or, in the case of the Preferred Securities, a resolution, as set out in the relevant Notice (each a Resolution), which will provide, among other things, the necessary authorisation to enable the implementation of the relevant Proposal. 

Any Holder who does not wish, or is not able, to tender its Tender Securities for purchase pursuant to the relevant Offer may be eligible to receive an amount equal to (a) in the case of the Subordinated Notes, 2.00 per cent. of the principal amount outstanding of such Subordinated Notes or (b) in the case of the Preferred Securities, £20 per £1,000 of limited partnership interest represented by the Preferred Securities held by them (the Voting Fees).

In order to be eligible to receive the relevant Voting Fee, such Holders must deliver, or arrange to have delivered on their behalf, a valid Voting Only Instruction in respect of the relevant Proposal, specifying whether the relevant Holder wishes the votes attributable to its Tender Securities to be voted in favour of or against such Proposal, that is received by the Tender and Information Agent by (a) in the case of any such Holder that is a Retail Investor and confirms in the relevant Voting Only Instruction that it is a Retail Investor, 10.00 a.m. (London time) on 13 December 2011 or (b) in the case of any such Holder that does not confirm in the relevant Voting Only Instruction that it is a Retail Investor, 4.00 p.m. (London time) on 30 November 2011. 

Where payable, the Voting Fees will be paid by B&B in the circumstances described in the relevant Tender Offer Memoranda to relevant Holders on the relevant Settlement Date in the same manner as the payment of the relevant Purchase Price is made to eligible Holders (subject to the right of B&B to amend such date of payment to follow any adjourned Meeting, if required, and otherwise as set out in the Tender Offer Memoranda).

By submitting a Tender Instruction in respect of the relevant Offer or submitting a Voting Only Instruction in respect of the relevant Proposal, Holders will give instructions for the appointment of a representative as their proxy to vote (i) in the case of Tender Instructions, in favour of, or (ii) in the case of Voting Only Instructions, in favour of or against (as specified in the relevant Voting Only Instruction) the relevant Resolution at the relevant Meeting.  It will not be possible to validly tender Tender Securities in the Offers or to validly submit Voting Only Instructions in the Proposals without at the same time giving such instructions.

Tender Instructions

In order to participate in the relevant Offers, Holders must validly tender their Tender Securities by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender and Information Agent by 10.00 a.m. (London time) on 13 December 2011

General

Tender Instructions and Voting Only Instructions will be irrevocable except in the limited circumstances described in the relevant Tender Offer Memorandum.

Before making a decision whether to tender Tender Securities pursuant to the relevant Offer or otherwise participate in the relevant Proposal, Holders should carefully consider all of the information in the relevant Tender Offer Memorandum and, in particular, the factors set out under the heading "Risk Factors and Other Considerations", which include the information set out in the Annex to this announcement relating to the repricing of the working capital facility between HM Treasury and B&B.

Indicative Timetable for the Offers and the Proposals

Events

Times and Dates

Commencement of the Offers and the Proposals

16 November 2011

Early Tender Deadline

4.00 p.m. (London time) on 30 November 2011

Expiration Deadline

10.00 a.m. (London time) on

13 December 2011

Meetings

From 12.00 noon (London time) on 15 December 2011

Announcement of Results

Announcement of the results of the Meetings, and as to whether or not B&B will accept valid tenders of Tender Securities of any Series pursuant to the relevant Offer.

If B&B announces that it will accept valid tenders of Tender Securities of a Series for purchase pursuant to the relevant Offer and the Resolution in respect of the relevant Series is passed, the Supplemental Trust Deed or Amendment and Restatement Agreement (as applicable) is executed in respect of the relevant Series and B&B in its sole discretion decides to exercise the Purchase Option in respect of the relevant Series immediately, notice of such exercise of the relevant Purchase Option will also be given to Holders at such time.

 

As soon as reasonably practicable after the Meetings on 15 December 2011

Settlement Date

Expected Settlement Date.

 

19 December 2011

The immediate exercise of the Purchase Option relating to any Series by B&B if the relevant Resolution is passed at the relevant Meeting and the Supplemental Trust Deed or Amendment and Restatement Agreement (as applicable) is executed in respect of such Series is only one option available to B&B and B&B may choose to exercise the Purchase Option at a later date or not at all. 

The acceptance by B&B of Tender Securities tendered in an Offer is not dependent on the relevant Resolution being passed or the exercise of the relevant Purchase Option by B&B.  However, if a Meeting is adjourned, B&B and (in respect of the Proposal in respect of the Preferred Securities) the General Partner may choose, in their sole discretion and without limiting their right to otherwise extend, re-open, amend, waive any condition of or terminate the Offers or the Proposals as provided in the Tender Offer Memoranda, to amend the terms and conditions of the Offers and the Proposals to provide for the Settlement Date to take place after such adjourned Meeting on the same basis as for the original Meetings. 

Holders of Subordinated Notes and/or Preferred Securities are advised to check with any bank, securities broker or other intermediary through which they hold Tender Securities when such intermediary would need to receive instructions from such holder in order for that holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the relevant Offer or Proposal before the deadlines specified in the relevant Tender Offer Memorandum.  The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions and Voting Only Instructions (as applicable) will be earlier than the relevant deadlines specified above. 

Announcements

Subordinated Notes

In the case of the Subordinated Notes and unless stated otherwise (and subject to the provisions of the trust deeds constituting the Subordinated Notes of each Series), all announcements in connection with the relevant Offers and/or Proposals will be made by publication through RNS.  Announcements may also be (i) found on the relevant Reuters Insider Screen, (ii) made by the delivery of notices to the Clearing Systems for communication to Direct Participants and (iii) made by the issue of a press release to a Notifying News Service.  Copies of all announcements, notices and press releases can also be obtained from the Tender and Information Agent, the contact details for which are below.

Preferred Securities

In the case of Preferred Securities and unless stated otherwise, all other announcements in connection with the relevant Offer and/or Proposal will be made by (i) publication on the website of the Luxembourg Stock Exchange (www.bourse.lu) and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants.  Such announcements may also be found on the relevant Reuters Insider Screen and be made by the issue of a press release to a Notifying News Service.  The General Partner and B&B may, in their absolute discretion, also give notice by any other means they consider appropriate.  Copies of all such announcements, press releases and notices can also be obtained from the Tender and Information Agent, the contact details for which are below.

Holders of Subordinated Notes and/or Preferred Securities are advised to read carefully the relevant Tender Offer Memorandum for full details of, and information on, the procedures for participating in the relevant Offers and/or the relevant Proposals.

Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc are acting as Dealer Managers in relation to the Offers and the Proposals and Lucid Issuer Services Limited is acting as Tender and Information Agent.

Questions and requests for assistance in connection with the Offers and/or the Proposals may be directed to the Dealer Managers.

The Dealer Managers

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Telephone: +44 20 7545 8011

Attention: Liability Management Group

Email: liability.management@db.com

The Royal Bank of Scotland plc

135 Bishopsgate

London EC2M 3UR

United Kingdom

Telephone: +44 20 7085 8056

Attention: Liability Management Group

Email: liabilitymanagement@rbs.com

Questions and requests for assistance in connection with the delivery of Tender Instructions or Voting Only Instructions may be directed to the Tender and Information Agent.

The Tender and Information Agent

Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

United Kingdom

Telephone: +44 20 7704 0880
Attention: Yves Theis / David Shilson

Email: bradbi@lucid-is.com

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memoranda.  This announcement and the Tender Offer Memoranda contain important information which should be read carefully before any decision is made with respect to any Offer or Proposal.  If any holder of Subordinated Notes and/or Preferred Securities is in any doubt as to the action it should take or is unsure of the impact of the implementation of any Proposal or Resolution to be proposed at a Meeting, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.  Any individual or company whose Tender Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Tender Securities pursuant to the relevant Offer(s) or otherwise participate in the relevant Proposal(s).  None of B&B, the General Partner, Bradford & Bingley Capital Funding (Jersey) Limited (in its corporate capacity, B&BCF(J)), the Dealer Managers, the Tender and Information Agent or The Law Debenture Trust Corporation p.l.c. makes any recommendation whether holders should tender their Tender Securities pursuant to the relevant Offer(s) or otherwise participate in the relevant Proposal(s).



OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and/or the Tender Offer Memoranda in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or a Tender Offer Memorandum comes are required by each of B&B, the General Partner, B&BCF(J), the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.  None of this announcement or the Tender Offer Memoranda constitutes an offer to buy or a solicitation of an offer to sell the Tender Securities (and tenders of Tender Securities in any Offer will not be accepted from holders) in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of B&B in such jurisdiction.

United States.  The Offers are not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Tender Securities may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States.  Accordingly, copies of the Tender Offer Memoranda and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. persons or any persons located or resident in the United States.  Any purported tender of Tender Securities in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Tender Securities made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.  Each holder of Tender Securities participating in an Offer will represent that it is not a U.S. person, it is not located in the United States and it is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate in such Offer from the United States. For the purposes of this paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy.  None of this announcement, the Offers, the Tender Offer Memoranda or any other document or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  The Offers are being carried out in Italy as exempted offers, pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Italian Financial Services Act) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the Italian Issuer's Regulation).

The Offers are not available to investors located in Italy that do not qualify as qualified investors (investitori qualificati), as defined pursuant to Article 100 of the Italian Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Italian Issuer's Regulation (Ineligible Italian Investors).  Ineligible Italian Investors may not tender Tender Securities in the Offers, and none of this announcement, the Tender Offer Memoranda or any other documents or materials relating to the Tender Securities or the Offers may be distributed or made available to Ineligible Italian Investors.  Holders or beneficial owners of the Tender Securities that are located in Italy and qualify as qualified investors (investitori qualificati) can tender Tender Securities for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

United Kingdom. This announcement and the Tender Offer Memoranda have been issued by Bradford & Bingley plc (B&B) of Croft Road, Crossflatts, Bingley, West Yorkshire BD16 2UA, United Kingdom, which is authorised and regulated by the Financial Services Authority (the FSA) of 25 The North Colonnade, Canary Wharf, London E14 5HS, United Kingdom.  Recipients of this announcement and/or the Tender Offer Memoranda should note that B&B is acting on its own account in relation to the Offers and the Proposals and will not be responsible to any other person for providing the protections which would be afforded to clients of B&B or for providing advice in relation to any Offer or Proposal.

In addition, the communication of this announcement, the Tender Offer Memoranda, the Notices and any other documents or materials relating to the Offers and the Proposals has not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials as a financial promotion must only be made in the United Kingdom to a person or persons falling within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order) (which includes an existing creditor of B&B and, therefore, includes the Holders) or within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Jersey.  Nothing in this announcement, the relevant Tender Offer Memorandum, nor anything communicated to holders of Preferred Securities by B&B or the General Partner, the Dealer Managers or the Tender and Information Agent, is intended to constitute or should be construed as advice on the merits of relevant Offer or the relevant Proposal or the exercise of any rights in connection with Preferred Securities or the relevant Offer or the relevant Proposal for the purposes of the Financial Services (Jersey) Law 1998, as amended.

Belgium.  None of this announcement, the Tender Offer Memoranda or any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten / Financial Services and Markets Authority) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, each as amended or replaced from time to time.  Accordingly, the Offers may not be advertised and the Offers will not be made, and none of this announcement, the Tender Offer Memoranda or any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than Euroclear Bank S.A./N.V. or "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account.  Insofar as Belgium is concerned, this announcement and the Tender Offer Memoranda have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers.  Accordingly, the information contained in this announcement and the Tender Offer Memoranda may not be used for any other purpose or disclosed to any other person in Belgium.

France.  The Offers are not being made, directly or indirectly, to the public in the Republic of France (France).  None of this announcement, the Tender Offer Memoranda or any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers.  Neither this announcement nor the Tender Offer Memoranda have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.



ANNEX

Repricing of Working Capital Facility between HM Treasury and B&B as Borrower (the WCF)

At the time of The Bradford and Bingley plc Transfer of Securities and Property etc. Order 2008, a priority for HM Treasury was to stabilise the liquidity and capital position of B&B and the interest rate on the WCF at that time was set at a level to facilitate this (being the Bank of England's base rate plus 1.5 per cent.).  However, HM Treasury has the option to vary the interest rate on the WCF to reflect a commercial charge.  B&B's cash flow and capital position are now stronger and, accordingly, HM Treasury gave notice of an increase in the rate payable on the WCF to take effect from 1 August 2011 (to the Bank of England's base rate plus 5 per cent.).  The revised rate has increased interest payable from B&B to HM Treasury by £124m during the remainder of 2011, thereby reducing expected profits in the second half of the year by the same amount.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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