Tender Offer - £200m 6.75% Bonds due 2020
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 (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
The British Land Company PLC Announces Tender Offer in respect of its
£200,000,000 6.75% First Mortgage Debenture Bonds due 2020, of which £169,634,000 in aggregate nominal amount is currently outstanding
24 November 2015. The British Land Company PLC (the Company) announces today its invitation to holders of its £200,000,000 6.75% First Mortgage Debenture Bonds due 2020 (ISIN: XS0085945037), of which £169,634,000 in aggregate nominal amount is currently outstanding (the Bonds) to tender their Bonds for purchase by the Company for cash (the Offer). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 24 November 2015 (the Tender Offer Memorandum) prepared by the Company, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Rationale for the Offer
The Offer is part of the Company's liability management activities. Bonds purchased by the Company pursuant to the Offer will be cancelled and will not be re-issued or re-sold.
Details of the Offer
The Company will pay for Bonds accepted by it for purchase pursuant to the Offer a price (the Purchase Price) to be determined at or around 11:00 a.m. (London time) on 2 December 2015 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the annualised sum (such sum, the Purchase Yield) of a purchase spread of +95 basis points (the Purchase Spread) and the Benchmark Security Rate.
The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Bonds accepted for purchase pursuant to the Offer, and is intended to reflect a yield to maturity of the Bonds on the Settlement Date based on the Purchase Yield.
The Company will also pay an Accrued Interest Payment in respect of Bonds accepted for purchase pursuant to the Offer.
A summary of certain of the terms of the Offer appears below:
|
Description of the Bonds |
ISIN/ |
Outstanding |
Benchmark Security |
Purchase Spread |
Amount subject to the Offer |
|
£200,000,000 6.75% First Mortgage Debenture Bonds due 2020 |
XS0085945037 / 008594503
|
£169,634,000 |
4¾ per cent. UK Treasury Gilt due March 2020 (ISIN: GB00B058DQ55) |
+95 bps |
Any and all |
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and the Accrued Interest Payment pursuant to, the Offer, Bondholders must validly tender their Bonds by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 1 December 2015 (subject to the right of the Company to extend, re-open, amend and/or terminate the Offer).
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in multiples of £1,000 of the nominal amount of the Bonds.
Indicative Timetable for the Offer
|
Events |
|
Times and Dates (All times are London time) |
|
Commencement of the Offer |
|
|
|
Offer announced. Tender Offer Memorandum available from the Tender Agent. |
|
24 November 2015 |
|
Expiration Deadline |
|
|
|
Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Bondholders to be able to participate in the Offer. |
|
4.00 p.m. on 1 December 2015 |
|
Pricing Time |
|
|
|
Determination of the Benchmark Security Rate, Purchase Yield and Purchase Price. |
|
At or around 11:00 a.m. on 2 December 2015 |
|
Announcement of Results and Pricing |
|
|
|
Announcement of whether the Company will accept valid tenders of Bonds pursuant to the Offer and, if so accepted, the aggregate nominal amount of the Bonds accepted for purchase, the Benchmark Security Rate, the Purchase Yield and the Purchase Price. |
|
As soon as reasonably practicable after the Pricing Time |
|
Settlement Date |
|
|
|
Payment of the Purchase Price and Accrued Interest Payments for the Bonds accepted for purchase and the settlement of such purchases. |
|
4 December 2015 |
The Company may, in its sole discretion, extend, re-open, amend and/or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum). The above times and dates are subject to the right of the Company to so extend, re-open, amend and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum).
Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines set out above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be made by (i) publication through RNS and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made (a) on the relevant Reuters Insider Screen and (b) by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Bondholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Bondholders may contact the Dealer Managers for information using the contact details below.
Bondholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
Barclays Bank PLC and The Royal Bank of Scotland plc are acting as Dealer Managers for the Offer and The Bank of New York Mellon is acting as Tender Agent.
Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.
|
The Dealer Managers |
|
|
Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom
Telephone: +44 20 3134 8515 Attention: Liability Management Group Email: eu.lm@barclays.com |
The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom
Telephone: +44 20 7085 3781 Attention: Liability Management Email: liabilitymanagement@rbs.com |
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.
|
The Tender Agent |
|
The Bank of New York Mellon, London Branch |
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Bondholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Bonds pursuant to the Offer. None of the Company, the Dealer Managers and the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates makes any recommendation whether Bondholders should tender Bonds pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
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 comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Bonds (and tenders of Bonds in the Offer will not be accepted from Bondholders) in any circumstances 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 either of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.
In addition to the representations referred to below in respect of the United States, each Bondholder participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Tender Offer Memorandum.
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 of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Bonds 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 or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this announcement and the Tender Offer Memorandum 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 (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by, or by any person acting for the account or benefit of, a U.S. Person or 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 be invalid and will not be accepted.
Each Bondholder participating in the Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and is not a U.S. Person. For the purposes of this and the above paragraph, United States means 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 and the District of Columbia.
Italy. None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy (Italy) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Bondholders or beneficial owners of the Bonds that are located in Italy can tender Bonds for purchase in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France. The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer. Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.
Belgium. None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten / Financial Services and Markets Authority) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids. Accordingly, the Offer may not be advertised and will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
This information is provided by RNS
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