Tender Offer - Mortgage Debenture Bonds
The British Land Company PLC
Launches 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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
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.
30 November 2017. The British Land Company PLC (the Offeror) announces today 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 and (ii) £310,000,000 5.357 per cent. First Mortgage Debenture Bonds due 2028 (together, the Bonds and each a Series) to tender their Bonds for purchase by the Offeror for cash.
The Offers are being 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, and is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. Bondholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from (i) where the relevant Bonds are held in certificated form or CREST, the Receiving Agent and (ii) where the relevant Bonds are held in Euroclear or Clearstream, Luxembourg (each a Clearing System), the Tender Agent, contact details for each of which are set out below. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.
A summary of certain terms of the Offers appear below:
|
Description of |
ISINs / |
Outstanding |
Benchmark Security** |
Purchase |
Amount subject to the relevant Offer |
|
£110,000,000 5.0055 per cent. First Mortgage Amortising Debenture Bonds due 2035 |
ISIN (bearer): |
£97,369,988.62 |
4.75 per cent. UK Treasury Gilt due December 2030 (ISIN: GB00B24FF097) |
130 bps |
Any and all |
|
£310,000,000 5.357 per cent. First Mortgage Debenture Bonds due 2028 |
ISIN (bearer): |
£300,153,040 |
6 per cent. UK Treasury Gilt due December 2028 (ISIN: GB0002404191) |
125 bps |
Subject as set out in the Tender Offer Memorandum, an aggregate nominal amount of up to £100,000,000 |
* The outstanding nominal amount of the 2035 Bonds in the table above represents the outstanding nominal amount of the 2035 Bonds as amortised (by operation of any applicable pool factor or otherwise) in accordance with the terms and conditions of the 2035 Bonds, as further described in the Tender Offer Memorandum.
** The Purchase Price that the Offeror will pay for any Bonds of a Series validly tendered and accepted for purchase pursuant to the relevant Offer will be determined in the manner described in the Tender Offer Memorandum on the basis of the relevant Benchmark Security Rate, the Purchase Spread for such Series (as set out in the table above) and the Settlement Date. For information purposes only, the Tender Offer Memorandum sets out hypothetical Purchase Prices for different Benchmark Security Rates on the basis of the expected Settlement Date. Bondholders should note that the actual Purchase Prices determined in the manner described in the Tender Offer Memorandum could differ significantly from those hypothetical Purchase Prices.
Rationale for the Offers
The Offers are part of the Offeror's liability management activities. Any Bonds purchased by the Offeror pursuant to the Offers will be cancelled and will not be re-issued or re-sold.
Purchase Prices and Accrued Interest
In respect of each Series, the Offeror will pay for any Bonds of the relevant Series validly tendered and accepted for purchase by the Offeror pursuant to the relevant Offer a cash purchase price for such Bonds (such price, in respect of each Series, a Purchase Price) to be determined at or around 11.00 a.m. (London time) on 13 December 2017 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the sum (such sum in respect of each Series, the Purchase Yield) of:
(i) the relevant Purchase Spread specified in the table above; and
(ii) the relevant Benchmark Security Rate.
Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount (or, in the case of the 2035 Bonds, the (amortised) nominal amount) of the Bonds of the relevant Series accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to maturity of the Bonds of the relevant Series on the Settlement Date based on the relevant Purchase Yield. Specifically, the Purchase Price applicable to the Bonds of a particular Series will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including the scheduled maturity date of the relevant Series, discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) any Accrued Interest for such Series.
The Offeror will also pay Accrued Interest in respect of any Bonds accepted for purchase pursuant to the relevant Offer(s).
Any and All Offer for 2035 Bonds
If the Offeror decides to accept any 2035 Bonds for purchase pursuant to the relevant Offer, the Offeror intends to accept for purchase all of the 2035 Bonds that are validly tendered in full, with no pro rata scaling (the final nominal amount of 2035 Bonds accepted for purchase pursuant to the relevant Offer being the 2035 Bonds Acceptance Amount).
Capped Offer for 2028 Bonds
If the Offeror decides to accept any 2028 Bonds for purchase pursuant to the relevant Offer, the Offeror currently proposes to accept for purchase an aggregate nominal amount of 2028 Bonds of up to £100,000,000, although the Offeror reserves the right in its sole discretion to accept significantly less than or significantly more than (or none of) such amount for purchase pursuant to the relevant Offer (the final nominal amount of 2028 Bonds accepted for purchase pursuant to the relevant Offer being the 2028 Bonds Acceptance Amount).
If the Offeror accepts any 2028 Bonds for purchase pursuant to the relevant Offer and the aggregate nominal amount of 2028 Bonds validly tendered is greater than the 2028 Bonds Acceptance Amount, the Offeror intends to accept such 2028 Bonds for purchase on a pro rata basis, as further described in the Tender Offer Memorandum.
Tender Instructions
Different procedures apply for the submission of Tender Instructions in respect of (a) Bonds held in certificated form, (b) Bonds held in CREST and (c) Bonds held in a Clearing System.
In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to the relevant Offer, a Bondholder should, by no later than 5.00 p.m. (London time) on 12 December 2017 (the Expiration Deadline):
(a) where such Bondholder's Bonds are held in certificated form, deliver, or arrange to have delivered on its behalf, to the Receiving Agent (for receipt by the Receiving Agent by the Expiration Deadline): (i) a valid, completed Tender Instruction Form (in the form posted to holders of certificated Bonds together with the Tender Offer Memorandum and available from the Receiving Agent on request), and (ii) the certificate or certificates for the Bonds which are the subject of such Tender Instruction Form;
(b) where such Bondholder's Bonds are held in CREST, send (or, in the case of CREST sponsored members, procure that their CREST sponsor sends) a TTE Instruction to EUI, which must be properly authenticated in accordance with EUI's specifications, containing the relevant information set out in "Procedures for Participating in the Offers - TTE Instructions, for Bonds held in CREST", and settled before the Expiration Deadline; and
(c) where such Bondholder's Bonds are held in a Clearing System, deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid, completed Clearing System Tender Instruction that is received by the Tender Agent by the Expiration Deadline.
Tender Instructions must be submitted in respect of a minimum nominal amount (or, in the case of the 2035 Bonds, the original minimum 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) of Bonds of the relevant Series of no less than (i) where the relevant Bonds are held in certificated form or in CREST, £1 or (ii) where the relevant Bonds are held in a Clearing System, £1,000 in nominal amount, being the applicable minimum denominations of each Series, and may thereafter be submitted in integral multiples of £1 or £1,000, respectively. A separate Tender Instruction must be completed in respect of each Series and, in the case of Bonds held in a Clearing System, each beneficial owner.
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Indicative Timetable for the Offers
|
Events |
|
Times and Dates (all times are London time) |
|
Commencement of the Offer |
|
Thursday, 30 November 2017 |
|
Expiration Deadline |
|
5.00 p.m. on Tuesday, 12 December 2017 |
|
Announcement of Indicative Results |
|
As soon as reasonably practicable on Wednesday, 13 December 2017 |
|
Pricing Time |
|
At or around 11.00 a.m. (London time) on Wednesday, 13 December 2017 |
|
Announcement of Acceptance and Final Results |
|
As soon as reasonably practicable after the Pricing Time (expected to be on Wednesday, 13 December 2017) |
|
Settlement Date |
|
Expected to be Wednesday, 20 December 2017 |
Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication through RNS (http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html), and (ii) in the case of Bonds held in a Clearing System, by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and/or by the issue of a press release to a Notifying News Service. The Offeror may, in its absolute discretion, also give notice by any other means it considers appropriate, including without limitation by the posting of notices to the registered addresses of Bondholders (in the case of Bonds held in certificated form or in CREST). Copies of all such announcements, press releases and notices can also be obtained upon request from the Receiving Agent and the Tender Agent, the contact details for which are set out below. Significant delays may be experienced where notices are sent by post or are delivered to the Clearing Systems and Bondholders are urged to contact the Receiving Agent or Tender Agent, as applicable, for the relevant announcements during the course of the Offers. In addition, Bondholders may contact the Dealer Managers for information using the contact details below.
The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Offeror to extend, re-open, amend, waive any condition of and/or terminate the Offer.
Bondholders (including any beneficial owner holding Bonds through another Registered Bondholder) 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 Offers before the relevant deadlines specified above. The deadlines set by any such intermediary, each Clearing System and CREST for the submission of Tender Instructions may be earlier than the relevant deadlines specified above. Holders of Bonds in certificated form are also advised to ensure that, where any documents are posted to the Receiving Agent, they allow sufficient time to ensure receipt of such documents by the Receiving Agent by the relevant deadline.
Bondholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offer.
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.
Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers.
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: |
Questions and requests for assistance in connection with the delivery of Tender Instructions for Bonds held in certificated form or in CREST may be directed to 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.
Questions and requests for assistance in connection with the delivery of Tender Instructions for Bonds held in Euroclear or Clearstream, Luxembourg may be directed to 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
This announcement is released by The British Land Company 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 (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. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial 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 for purchase pursuant to an Offer. The Dealer Managers are acting exclusively for the Offeror and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and will not be responsible to anyone other than the Offeror for providing the protections afforded to customers of the Dealer Managers or for advising any other person in connection with the Offers. None of the Offeror, the Dealer Managers, the Receiving Agent and the Tender Agent, nor any of their respective directors, employees or affiliates, makes any recommendation as to whether Bondholders should tender Bonds for purchase pursuant to the Offers.
Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Bonds (and tenders of Bonds for purchase pursuant to the Offers will not be accepted from any Bondholder) in any circumstances in which such offer or solicitation is unlawful. In any jurisdiction where securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in 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 Offeror in such jurisdiction.
OFFER AND DISTRIBUTION RESTRICTIONS
United States
The Offers are 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. 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 Offers 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 Memorandum and any other documents or materials relating to the Offers 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. Any purported tender of Bonds in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds 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 be invalid and will not be accepted.
Each Bondholder participating in an Offer will represent that it is not located in the United States and is not participating in such 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 such Offer from the United States. 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 Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been 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 Italy as exempted offers 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. Accordingly, Bondholders or beneficial owners of the Bonds that are located in Italy can tender Bonds for purchase pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the 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.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds or the Offers.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order) (which includes an existing creditor of the Offeror and, therefore, includes the Bondholders) or within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offers 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, in each case acting on their own account and 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 Offers. Neither this announcement nor the Tender Offer Memorandum has been, or will be, submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Belgium
None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have 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 / Autorité des services marchés financiers) and, accordingly, the Offers 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 as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (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, 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 Offers. 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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