Indicative 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 indicative results of their cash tender offers

Places for People Homes Limited (PfP Homes) announces the indicative 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 indicative 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 subject to the New Financing Condition (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.

Indicative (Non-Binding) Results 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.

If PfP Homes decides to accept valid tenders of any 2024 Bonds for purchase (subject to the satisfaction (or waiver) of the New Financing Condition) pursuant to the Offer in respect of the 2024 Bonds, PfP Homes will accept for purchase (subject to the satisfaction (or waiver) of the New Financing Condition) all of the validly tendered 2024 Bonds in full, with no pro rata scaling.

Indicative (Non-Binding) Results 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.

If PfP Treasury decides to accept valid tenders of any 2026 Bonds for purchase (subject to the satisfaction (or waiver) of the New Financing Condition) pursuant to the Offer in respect of the 2026 Bonds, PfP Treasury expects to set the 2026 Bonds Final Acceptance Amount at £150,000,000. On the basis of such 2026 Bonds Final Acceptance Amount, PfP Treasury expects to accept for purchase (subject to the satisfaction (or waiver) of the New Financing Condition) 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.

Bondholders should note that this is a non-binding indication of the level at which PfP Treasury expects to set the 2026 Bonds Final Acceptance Amount and the resulting Scaling Factor.

Pricing and New Financing Condition

Final pricing for the Offers will take place at or around 11.00 a.m. (London time) today, 6 December 2023 (the Pricing Time). As soon as reasonably practicable after the Pricing Time, PfP Homes and PfP Treasury will announce whether (subject to the satisfaction (or waiver) of the New Financing Condition) valid tenders of Bonds will be accepted pursuant to either or both of the Offers and, if so accepted, each Benchmark Security Rate, each Purchase Yield, each Purchase Price, the 2024 Bonds Final Acceptance Amount, the 2026 Bonds Final Acceptance Amount and any Scaling Factor in respect of valid tenders of 2026 Bonds (if applicable). 

Subject to the satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of any Bonds accepted for purchase pursuant to the Offers is expected to be 8 December 2023.

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