Statement re Debenture Stock Tender Offers and ...
NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES
OR ITALY (SEE OFFER AND DISTRIBUTION RESTRICTIONS BELOW)
This announcement is made in connection with the Offer and the Proposal (both
as defined in The Throgmorton Trust PLC Debenture Stock Tender Offer Memorandum
dated Thursday, 31 July 2008 and the T.T. Finance PLC Guaranteed Debenture
Stock Tender Offer Memorandum dated Thursday, 31 July 2008 (the "Tender Offer
Memoranda")).
The Throgmorton Trust PLC ("Throgmorton") has today announced an offer to
repurchase for cash any and all of its £19,118,645 12 5/16 per cent. Debenture
Stock 2010 of which £17,168,645 is outstanding (ISIN: GB0008908690) (the
"Throgmorton Stock"). T.T. Finance PLC ("T.T. Finance"), a wholly-owned
subsidiary of Throgmorton, has also today announced an offer to repurchase for
cash any and all of its outstanding £15,000,000 11 5/16 per cent. Guaranteed
Debenture Stock 2018 (ISIN: GB0008699992) (the "T.T. Finance Stock") (together
the "Stocks") (subject to offer restrictions - see below and as more fully
described in each respective tender offer memorandum prepared by Throgmorton
and T.T. Finance separately).
The Stocks represent expensive debt for Throgmorton and T.T. Finance (together
the "Companies") and, as Throgmorton's issued share capital has decreased as a
result of share buybacks, and is expected to decrease further as a result of
the proposed tender offer by Throgmorton to purchase up to 40 per cent. of its
issued shares and subsequent semi-annual tender offers and/or share buybacks,
the Stocks constitute greater, and thus relatively more expensive, gearing for
each of the Companies. Accordingly, the Boards of the Companies have determined
that it would be in the interests of both companies to repay the Stocks in
whole or in part.
The separate repurchase prices payable for each of the Stocks is expected to be
determined at or around 9.00 a.m., London time, (the "Pricing Time") on
Wednesday, 27 August 2008 (the "Pricing Date") in the manner described in each
of the Tender Offer Memoranda. The relevant repurchase price will be the lesser
of (i) the relevant Daily Official List Price minus Accrued Interest or (ii) a
price determined by the Dealer Manager at or around 09:00 a.m., London time, on
the Pricing Date in accordance with market convention (excluding accrued
interest) and is intended to reflect a yield to maturity of the stock on the
Settlement Date based on the sum of (a) the relevant mid-market benchmark
security rate and (b) +60 bps for the Throgmorton Stock and +50 bps for the
T.T. Finance Stock. The Companies will also pay accrued interest.
Each stockholder who validly tenders its stock by 12.00 noon, London time, on
Tuesday, 19 August 2008 (the "Early Tender Deadline") will receive a further
cash payment in addition to the relevant repurchase price and accrued interest,
and as additional consideration for its tender of the relevant stock accepted
for repurchase by each of the Companies separately pursuant to the relevant
offer. Stockholders will receive the difference between the amount payable for
the relevant stock at the relevant repurchase price and that which would be
payable for such stock at an effective repurchase price determined in
accordance with market convention (excluding accrued interest) and the terms of
the offers by reference to the sum of an effective repurchase spread of +50 bps
for the Throgmorton Stock and an effective repurchase spread of +40 bps for the
T.T. Finance Stock, and the relevant mid-market benchmark security rate.
Each offer begins today and expires at 12.00 noon, London time, on Friday, 22
August 2008 (the "Expiration Deadline"), unless the periods for the offers are
extended or re-opened or the offers are terminated. In order to be eligible to
receive the relevant repurchase price, stockholders must validly tender their
stock before the Expiration Deadline, by delivering, or arranging to have
delivered on their behalf, a valid Tender Instruction that is received by the
Registrar by the Expiration Deadline.
The Companies will also separately be inviting all stockholders to approve a
proposal to amend the terms and conditions of each of the Stocks to provide the
Companies the option to redeem each of the Stocks early on the terms and
subject to the conditions contained in each of the Tender Offer Memoranda. Each
proposal will be considered at a meeting of the relevant stockholders to be
held at the offices of BlackRock Investment Management (UK) Limited, 33 King
William Street, London, EC4R 9AS on Tuesday, 26 August 2008 at 10.00 a.m.,
London time, in the case of the Throgmorton Stock, and 10.15 a.m., London time,
in the case of the T.T. Finance Stock. Notice of each meeting will be posted
today to each of the relevant stockholders at such stockholder's registered
address in the United Kingdom or such other address supplied by such
stockholder to each of the Companies for the giving or serving of notice.
At separate meetings, stockholders will be invited to consider and, if thought
fit, pass an extraordinary resolution in respect of the relevant stock, as set
out in the notice. The extraordinary resolution provides for the terms and
conditions of the relevant stock to be amended by the insertion of a new
provision by which Throgmorton or T.T. Finance may separately redeem all (and
not some only) of the relevant stock outstanding at any time, upon giving not
less than one and not more than 21 Business Days' notice.
The early redemption amount at which the relevant stock will be redeemed on
such early redemption together with accrued interest will be determined in a
similar manner to that described in the Tender Offer Memoranda for the
determination of the amounts payable for the repurchase of the relevant stock
at the repurchase price pursuant to the offer which is the lesser of (i) the
relevant Daily Official List Price minus Accrued Interest or (ii) a price
determined by the Dealer Manager at or around 09:00 a.m., London time, on the
Pricing Date in accordance with market convention (excluding accrued interest)
and the terms of the offers by reference to the sum of (a) the relevant
mid-market benchmark security rate and (b) +60 bps for the Throgmorton Stock
and +50 bps for the T.T. Finance Stock. Stockholders should refer to the
relevant draft supplemental trust deeds for full details of the manner in which
the early redemption amount will be determined.
Stockholders who are ineligible for the relevant offer or who do not wish to
tender stock in the offer may also be eligible to receive an identical amount
to those holders tendering by the Early Tender Deadline, which will be paid in
the circumstances described in the relevant Tender Offer Memorandum subject to
the relevant extraordinary resolution being passed, by delivering, or arranging
to have delivered on their behalf, a valid Voting Only Instruction that is
received by the Registrar by the Early Tender Deadline (and not revoked).
If the relevant extraordinary resolution is passed at the first meeting and
Throgmorton or T.T. Finance, in its sole discretion, chooses to exercise the
separate issuer calls immediately, the amounts payable by Throgmorton or T.T.
Finance for the relevant stock redeemed pursuant to the issuer call will be the
same as the amounts payable by Throgmorton or T.T. Finance for equal nominal
amounts of the relevant stock repurchased at the repurchase price pursuant to
the relevant offer (including in each case the amounts payable in respect of
accrued interest).
The settlement date for each offer is expected to be Wednesday, 3 September
2008. If the relevant extraordinary resolution is passed at the first meeting
and Throgmorton or T.T. Finance, in its sole discretion, chooses to exercise
the relevant issuer call immediately, this will also be the date on which the
Companies redeem all of the outstanding Stock that has not been repurchased by
it pursuant to the offer.
The relevant offers and the separate proposals are being made on the terms and
subject to the conditions contained in the relevant Tender Offer Memoranda.
Under the offers and the separate proposals, all Tender Instructions and Voting
Only Instructions delivered by the Early Tender Deadline will be irrevocable
except in certain limited circumstances. By tendering the relevant stock in the
offer, stockholders will appoint the Chairman of the meeting as their proxy to
vote in favour of the extraordinary resolution at the meeting.
Subject to applicable law and as provided in the separate Tender Offer
Memoranda, the Companies may, in their sole discretion, extend, re-open, amend,
waive any condition of or terminate the offers or the separate proposals, as
applicable, at any time. Eligible stockholders are advised to read the
relevant Tender Offer Memoranda carefully for full details of and information
on the procedures for participating in the offer.
Stockholders should contact the following for further information:
The Dealer Manager:
UBS Investment Bank at 1 Finsbury Avenue, London EC2M 2PP, Attention: Liability
Management Group, Tel: +44 20 7567 7480.
The Registrar:
Capita Registrars, The Registry at 34 Beckenham Road, Beckenham, Kent BR3 4TU,
Tel: 0871 664 0321.
A copy of the Tender Offer Memorandum is available for inspection at the
Document Viewing Facility of the Financial Services Authority, 25 The North
Colonnade, London E14 5HS.
DISCLAIMER This announcement must be read in conjunction with the relevant
Tender Offer Memorandum. This announcement and the relevant Tender Offer
Memorandum contain important information which should be read carefully before
any decision is made with respect to the Offer and/or the Proposal. If you are
in any doubt as to the action you should take, you are recommended to seek your
own financial advice, including as to any tax consequences, from your
stockbroker, bank manager, solicitor, accountant or other independent financial
adviser. Any individual or company whose relevant stock is held on its behalf
by a broker, dealer, bank, custodian, trust company or other nominee must
contact such entity if it wishes to tender the relevant stock in the Offer or
participate in the Proposal. None of the Company, UBS Limited or Alliance
Assurance Trust Company Limited makes any recommendation whether stockholders
should tender the relevant stock in the Offer or participate in the Proposal.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer Memoranda in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or the Tender Offer Memoranda comes are required by the
Company and the Dealer Manager to inform themselves about and to observe any
such restrictions. Neither this announcement nor the Tender Offer Memoranda
constitutes an offer to buy or a solicitation of an offer to sell the relevant
stock, and tenders of the relevant stock in the Offer will not be accepted from
stockholders in any jurisdiction in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and the Dealer
Manager is such a licensed broker or dealer in such jurisdictions, the Offer
shall be deemed to be made on behalf of the Company by the Dealer Manager.
United States
The Offer is 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 (including,
without limitation, facsimile transmission, telex, telephone, email and other
forms of electronic transmission) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, and the
relevant stock may not be tendered in the Offer 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 this
announcement, the Tender Offer Memoranda and any other documents or materials
relating to the Offer are not being, and must not be, directly or indirectly,
mailed or otherwise transmitted, distributed or forwarded in or into the United
States or to persons located or resident in the United States. Any purported
tender of the relevant stock in the Offer resulting directly or indirectly from
a violation of these restrictions will be invalid and tenders of Stock 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 not be accepted. For the
purposes of this paragraph, United States means the United States of America,
its territories and possessions, any state of the United States of America and
the District of Columbia.
Italy
The Offer is not being made in the Republic of Italy (Italy). The Offer, this
announcement and the Tender Offer Memorandum have not been submitted to the
clearance procedure of the Commissione Nazionale per le Società e la Borsa
(CONSOB) pursuant to Italian laws and regulations. Accordingly, stockholders
are notified that, to the extent stockholders are resident and/or located in
Italy, the Offer is not available to them and they may not tender the relevant
stock in the Offer and, as such, any Tender Instructions received from such
persons shall be ineffective and void, and none of this announcement, the
Tender Offer Memoranda or any other documents or materials relating to the
Offer or the relevant stock may be distributed or made available in Italy.
The Offer is not being made and this announcement and the Tender Offer
Memoranda are not being distributed to the public in the United Kingdom, France
or Belgium. In such jurisdictions, only the following persons may participate
in the Offer and receive this announcement and the Tender Offer Memorandum (as
more fully set out in the Tender Offer Memoranda):
United Kingdom (investment professionals and persons within Article 43(2) or
otherwise of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005) / France (certain qualified investors and providers of portfolio
management investment services) / Belgium (institutional investors).
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