Final Results of Cash Tender Offer
The British Land Company PLC
Announces Final Results of Cash Tender Offer
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 IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
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.
13 December 2017. Following its indicative results announcement released earlier today (the Indicative Results Announcement), The British Land Company PLC (the Offeror) announces today the final results of its separate invitations (each such invitation an Offer and, together, the Offers) to holders of its outstanding (i) £110,000,000 5.0055 per cent. First Mortgage Amortising Debenture Bonds due 2035 (ISIN (bearer): XS0276843603 / ISIN (registered): GB00B1J01F91) (the 2035 Bonds) and (ii) £310,000,000 5.357 per cent. First Mortgage Debenture Bonds due 2028 (ISIN (bearer): XS0263450909 / ISIN (registered): GB00B19ZPK76) (the 2028 Bonds and, together with the 2035 Bonds, the Bonds) to tender their Bonds for purchase by the Offeror for cash.
The Offers were announced on 30 November 2017 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 30 November 2017 (the Tender Offer Memorandum) prepared by the Offeror 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 5.00 p.m. (London time) on 12 December 2017.
Results of the Offer in respect of the 2035 Bonds
The Offeror has decided to accept for purchase all 2035 Bonds validly tendered pursuant to the relevant Offer in full, with no pro rata scaling, and the 2035 Bonds Acceptance Amount will therefore be £1,634,954.
Final pricing for the Offer in respect of the 2035 Bonds took place at or around 11.00 a.m. (London time) today. The cash purchase price the Offeror will pay for 2035 Bonds validly tendered and accepted for purchase will be 124.046 per cent. of the (amortised) nominal amount of the relevant 2035 Bonds. The Offeror will also pay an Accrued Interest Payment in respect of the 2035 Bonds accepted for purchase pursuant to the relevant Offer.
A summary of the final pricing of the Offer in respect of the 2035 Bonds appears below:
|
|
2035 Bonds Acceptance Amount |
Benchmark Security Rate |
Purchase Spread |
Purchase Yield |
Purchase Price |
|
2035 Bonds |
£1,634,954 in aggregate nominal amount |
1.463 per cent. |
130 bps |
2.763 per cent. per annum |
124.046 per cent. of the (amortised) nominal amount |
The Settlement Date in respect of those 2035 Bonds accepted for purchase is expected to be 20 December 2017. On the Settlement Date, payment of the relevant Purchase Price and Accrued Interest Payment will be made to each Bondholder whose 2035 Bonds have been accepted for purchase pursuant to the relevant Offer in the manner described in the Tender Offer Memorandum.
Following settlement of the relevant Offer, £108,359,046 in aggregate nominal amount of the 2035 Bonds (£95,922,678.29 in aggregate (amortised) nominal amount of the 2035 Bonds) will remain outstanding.
Results of the Offer in respect of the 2028 Bonds
The Offeror has decided to set the 2028 Bonds Acceptance Amount at £82,520,407 and, therefore, it accepts for purchase all 2028 Bonds validly tendered pursuant to the relevant Offer in full, with no pro rata scaling.
Final pricing for the Offer in respect of the 2028 Bonds took place at or around 11.00 a.m. (London time) today. The cash purchase price the Offeror will pay for 2028 Bonds validly tendered and accepted for purchase will be 125.173 per cent. of the nominal amount of the relevant 2028 Bonds. The Offeror will also pay an Accrued Interest Payment in respect of the 2028 Bonds accepted for purchase pursuant to the relevant Offer.
A summary of the pricing of the Offer in respect of the 2028 Bonds appears below:
|
|
2028 Bonds Acceptance Amount |
Benchmark Security Rate |
Purchase Spread |
Purchase Yield |
Purchase Price |
|
2028 Bonds |
£82,520,407 in aggregate nominal amount |
1.306 per cent. |
125 bps |
2.556 per cent. per annum |
125.173 per cent. of the nominal amount |
The Settlement Date in respect of those 2028 Bonds accepted for purchase is expected to be 20 December 2017. On the Settlement Date, payment of the relevant Purchase Price and Accrued Interest Payment will be made to each Bondholder whose 2028 Bonds have been accepted for purchase pursuant to the relevant Offer in the manner described in the Tender Offer Memorandum.
Following settlement of the relevant Offer, £217,632,633 in aggregate nominal amount of the 2028 Bonds will remain outstanding.
General
Lloyds Bank plc and The Royal Bank of Scotland plc (trading as NatWest Markets) are acting as Dealer Managers for the Offers, Link Asset Services, a trading name of Link Market Services Limited, is acting as Receiving Agent and The Bank of New York Mellon, London Branch is acting as Tender Agent:
|
The Dealer Managers |
|
|
Lloyds Bank plc 10 Gresham Street London EC2V 7AE |
The Royal Bank of Scotland plc (trading as NatWest Markets) 250 Bishopsgate London EC2M 4AA |
|
Telephone: +44 (0) 20 7158 1721 Email: liability.management@lloydsbanking.com |
Telephone: +44 (0) 20 7678 5282 Email: liabilitymanagement@natwestmarkets.com Attention: |
The Receiving Agent
Link Asset Services, a trading name of Link Market Services Limited
Corporate Actions
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Telephone: +44 (0) 371 664 0321
Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
The Tender Agent
The Bank of New York Mellon, London Branch
One Canada Square
London, E14 5AL
Telephone: +44 (0) 1202 689 644
Email: debtrestructuring@bnymellon.com
Attention:
Debt Restructuring Services
Note: The 2035 Bonds Acceptance Amount (being the aggregate nominal amount of 2035 Bonds accepted for purchase pursuant to the relevant Offer) is expressed in original nominal amount ignoring any subsequent amortisation (by operation of any applicable pool factor or otherwise) in accordance with the terms and conditions of the 2035 Bonds.
This announcement is released by The British Land Company PLC (LEI Number: RV5B68J2GV3QGMRPW209) 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 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Chris Grigg, Chief Executive Officer for The British Land Company PLC.
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 the Offeror, the Dealer Managers, the Receiving Agent and the Tender Agent to inform themselves about, and to observe, any such restrictions.
This information is provided by RNS
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