Final Result of Tender Offer

Places for People Treasury PLC

06 December 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR OTHER PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

6 December 2023

Places for People Homes Limited and Places for People Treasury plc

announce final results of their cash tender offers

Places for People Homes Limited (PfP Homes) announces the final results of its invitation to holders of its outstanding £380,000,000 5.09 per cent. Secured Bonds due 2043 (with an expected maturity of 2024) (ISIN: XS0171888109) (the 2024 Bonds) and Places for People Treasury plc (PfP Treasury) announces the final results of its invitation to holders of its outstanding £400,000,000 2.875 per cent. Guaranteed Notes due 2026 (ISIN: XS1475716822) (the 2026 Bonds and, together with the 2024 Bonds, the Bonds and each a Series and all holders of such Bonds, the Bondholders) to tender their Bonds for purchase by PfP Homes or PfP Treasury, as the case may be, for cash (each such invitation, an Offer and together, the Offers).

The Offers were announced on 27 November 2023 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 27 November 2023 (the Tender Offer Memorandum) prepared by PfP Homes and PfP Treasury in connection with the Offers. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 5 December 2023.

New Financing Condition

PfP Homes and PfP Treasury confirm that the issue of the New Bonds settled on 6 December 2023, and therefore, the New Financing Condition has been satisfied.

Final Results and Pricing for the 2024 Bonds

As at the Expiration Deadline, £223,192,000 in aggregate nominal amount of the 2024 Bonds had been validly tendered for purchase pursuant to the Offer in respect of the 2024 Bonds.

PfP Homes has decided to accept for purchase all of the 2024 Bonds validly tendered pursuant to the Offer in respect of the 2024 Bonds.

Pricing for the Offer for the 2024 Bonds took place at or around 11.00 a.m. (London time) today. A summary of the final results of, and pricing for, the Offer for the 2024 Bonds appears below:

ISIN / Common Code	2024 Bonds Final Acceptance Amount	Benchmark Security Rate	Purchase Yield  (semi-annual)	Purchase Price1
XS0171888109 / 017188810	£223,192,000	4.873 per cent.	4.873 per cent.	100.130 per cent.
1         Expressed as a percentage of the nominal amount of the 2024 Bonds. Excludes accrued and unpaid interest which will also be paid.

Final Results and Pricing for the 2026 Bonds

As at the Expiration Deadline, £203,609,000 in aggregate nominal amount of the 2026 Bonds had been validly tendered for purchase pursuant to the Offer in respect of the 2026 Bonds.

PfP Treasury has decided to set the 2026 Bonds Final Acceptance Amount at £150,000,000. On the basis of such 2026 Bonds Final Acceptance Amount, PfP Treasury has decided to accept for purchase the 2026 Bonds validly tendered pursuant to the Offer in respect of the 2026 Bonds subject to pro rata scaling at a Scaling Factor of 73.4338 per cent., as further described in the Tender Offer Memorandum.

Pricing for the Offer for the 2026 Bonds took place at or around 11.00 a.m. (London time) today. A summary of the final results of, and pricing for, the Offer for the 2026 Bonds appears below:

ISIN / Common Code	2026 Bonds Final Acceptance Amount	Scaling Factor	Benchmark Security Rate	Purchase Yield (semi-annual)	Purchase Yield (annual)	Purchase Price1
XS1475716822 / 147571682	£150,000,000	73.4338 per cent.	4.192 per cent.	5.192 per cent.	5.259 per cent.	94.143 per cent.
1         Expressed as a percentage of the nominal amount of the 2026 Bonds. Excludes accrued and unpaid interest which will also be paid.

Settlement

The Settlement Date in respect of those Bonds accepted for purchase pursuant to the Offers is expected to be 8 December 2023. PfP Homes or PfP Treasury, as applicable, will also pay an Accrued Interest Payment in respect of the Bonds validly tendered and accepted for purchase by it pursuant to the relevant Offer(s).

Following settlement of the Offers and cancellation of the relevant Bonds accepted for purchase pursuant to the Offers, £1,317,000 in aggregate nominal amount of the 2024 Bonds and £250,000,000 in aggregate nominal amount of the 2026 Bonds will remain outstanding.

PfP Homes' right to redeem the 2024 Bonds that remain outstanding following settlement of the Offers

Under the terms and conditions of the 2024 Bonds, PfP Homes may, at its option, redeem all (but not some only) of the 2024 Bonds that remaining outstanding following settlement of the Offer in respect of the 2024 Bonds, having given the holders of the 2024 Bonds not less than 45 nor more than 60 days' notice at:

(a)     in the case of any redemption on or after 31 July 2024, the outstanding nominal amount of the 2024 Bonds; and

(b)     in the case of any redemption on an interest payment date falling before 31 July 2024, the higher of (i) the outstanding nominal amount of the 2024 Bonds and (ii) a price at which the Gross Redemption Yield (as defined in the terms and conditions of the 2024 Bonds) on the 2024 Bonds is equal to the Gross Redemption Yield on the relevant government stock, as further described in the terms and conditions of the 2024 Bonds,

and in each case together with accrued interest on the relevant 2024 Bonds.

At the date of this announcement it is the current intention of PfP Homes to exercise its option to redeem the 2024 Bonds on the next interest payment date falling on 31 January 2024. PfP Homes intends to release a further announcement, confirming its exercise of such option to redeem the 2024 Bonds, and setting out the information required by the terms and conditions of the 2024 Bonds, in due course.

Holders of the 2024 Bonds should note that in the event that PfP Homes decides to exercise its early redemption option in respect of the remaining 2024 Bonds (including any decision by PfP Homes to redeem the 2024 Bonds on the next interest payment date falling on 31 January 2024), the redemption price will be determined in accordance with the terms and conditions of the 2024 Bonds and so may be different from the Purchase Price specified above in respect of the 2024 Bonds purchased pursuant to the Offer in respect of the 2024 Bonds.

Barclays Bank PLC (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and HSBC Bank plc (Telephone: [phone]; Attention:  Liability Management, DCM; Email: [e-mail]) are acting as Dealer Managers for the Offers (in respect of the Offers as made to Relevant Bondholders only).  Kroll Issuer Services Limited (Telephone: [phone]; Attention: Owen Morris / Alessandro Zorza; Email: [e-mail]; Website: https://deals.is.kroll.com/placesforpeople)) is acting as Tender Agent.

This announcement is made by Places for People Homes Limited and Places for People Treasury plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offers described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Matt Cooper, Tax and Treasury Director at Places for People Treasury plc.

LEI of Places for People Homes Limited: 2138006VZYSUOICR2M02

LEI of Places for Places for People Treasury plc: 213800B9U45TFBXW5K67

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum.  No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement, the Tender Offer Memorandum or any other materials relating to the Offers in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement, the Tender Offer Memorandum or any other materials relating to the Offers comes are required by each of PfP Homes, PfP Treasury, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

 

END