Result of Tender Offer

Skipton Building Society

26 October 2023

 

Skipton Building Society announces results of its Tender Offer for its Regulated £600,000,000 Series 2019-1 Floating Rate Covered Bonds due 22 February 2024

NOT FOR RELEASE, PUBLICATION OR 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 (the United States) OR IN OR INTO OR TO ANY 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).

26 October 2023. Skipton Building Society (the Offeror) announces today the results of its invitation to holders of its outstanding Regulated £600,000,000 Series 2019-1 Floating Rate Covered Bonds due 22 February 2024 (ISIN: XS1969613055) (the Covered Bonds) to tender their Covered Bonds for purchase by the Offeror for cash subject to the satisfaction (or waiver) of the New Financing Condition (the Offer).

The Offer was announced on 18 October 2023 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 18 October 2023 (the Tender Offer Memorandum) prepared by the Offeror. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 25 October 2023. As at the Expiration Deadline, the Offeror had received valid tenders of £441,739,000 in aggregate nominal amount of the Covered Bonds for purchase pursuant to the Offer.

The Offeror announces that (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) it has decided to set the Final Acceptance Amount at £300,000,000 in aggregate nominal amount of the Covered Bonds, and on the basis of such Final Acceptance Amount it will accept for purchase Covered Bonds validly tendered for purchase pursuant to the Offer subject to a Scaling Factor of approximately 67.9253 per cent.

The Offeror will pay for the Covered Bonds accepted for purchase pursuant to the Offer a cash purchase price equal to 100.21 per cent. of the nominal amount of the relevant Covered Bonds, together with an Accrued Interest Payment.

Subject to the satisfaction (or waiver) of the New Financing Condition on or prior to such date, the expected Settlement Date for the Offer is 30 October 2023.

Following the Settlement Date, the Offeror intends to cancel the Covered Bonds purchased pursuant to the Offer. Accordingly, following settlement of the Offer and such cancellation, £300,000,000 in aggregate nominal amount of the Covered Bonds will remain outstanding.

Banco Bilbao Vizcaya Argentaria, S.A. (Attention: Liability Management; Telephone: [phone]; Email: [e-mail]); Bank of Montreal, London Branch (Attention: FIG DCM; Telephone: [phone]; Email: [e-mail]); Barclays Bank PLC (Attention: Liability Management Group; Telephone: [phone]; Email: [e-mail]); HSBC Bank plc (Attention: Liability Management, DCM; Telephone: [phone]; Email: [e-mail]) and NatWest Markets Plc (Attention: Liability Management; Telephone: [phone]; Email: [e-mail]) are acting as Dealer Managers and Kroll Issuer Services Limited (Attention: David Shilson / Alessandro Zorza; Telephone: [phone]; Email: [e-mail]; Website: https://deals.is.kroll.com/skipton) is acting as Tender Agent.

This announcement is released by Skipton Building Society 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 Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Anthony Chapman, Group Treasurer at the Offeror.

LEI of the Offeror: 66AGRETLUXS4YO5MUH35

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 and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Offeror, Skipton Covered Bonds Limited Liability Partnership, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

 

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