Facility agreement & proposed
22 November 2010
TAYLOR WIMPEY PLC - £100 MILLION FACILITY AGREEMENT AND LAUNCH OF PROPOSED £250 MILLION SENIOR NOTES OFFERING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, DISTRIBUTE OR PUBLISH THIS DOCUMENT
Taylor Wimpey plc announces £100 million facility agreement and launch of proposed £250 million senior notes offering
Further to our announcement on 16 November 2010 in relation to the new £950,000,000 credit facility (the "New Facilities"), Taylor Wimpey plc ("Taylor Wimpey") is pleased to announce that it has entered into a committed £100,000,000 facility agreement with Prudential/M&G UK Companies Financing Fund LP (the "Fund Facility").
In addition, Taylor Wimpey announces today its intention to raise an aggregate principal amount of approximately £250,000,000 through the issue of new sterling-denominated fixed rate notes, subject to market conditions, with an expected maturity of 5 years (the "Notes"). The New Facilities together with the Fund Facility and the Notes will extend Taylor Wimpey's debt maturity profile.
As we announced on 16 November 2010, Taylor Wimpey's New Facilities are conditional on Taylor Wimpey obtaining additional debt capital market instruments in a minimum aggregate amount of £350,000,000. The £100,000,000 proceeds of the Fund Facility when advanced following satisfaction of certain conditions precedent will represent a debt capital market instrument for the purposes of the New Facilities. The Notes together with the Fund Facility represent the last step in Taylor Wimpey's refinancing process.
The Notes will rank pari passu with the New Facilities and the Fund Facility. The Notes will be guaranteed by Taylor Wimpey UK Limited on a shortfall basis.
The proceeds of the Notes, together with the proceeds of the Fund Facility and initial utilisations under the New Facilities will be used to prepay existing bank debt and redeem existing private placement notes and variable rate bonds together with any applicable make-whole or breakage amounts after taking into account any mandatory prepayments. In order to satisfy the repayment requirements of the existing financing arrangements the debt will be issued in the form of notes which constitute debt securities.
The Notes will be offered only to institutional investors outside the United States and applications will be made for the admission of the Notes to listing on the Official List of the UK Listing Authority and to trading on the Professional Securities Market of the London Stock Exchange.
Taylor Wimpey has applied to be rated by Moody's and Standard & Poor's. Ratings announcements are expected to be released shortly by the respective rating agencies.
The Royal Bank of Scotland plc and Barclays Capital will act as Global Co-ordinators and Joint Physical Bookrunners for the offering of the Notes. Lloyds TSB Corporate Markets and HSBC will act as Joint Bookrunners.
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DISTRIBUTION RESTRICTIONS
This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to purchase or subscribe for the Notes in the United States, Canada, Australia, Japan or any jurisdiction in which such offers, sales or solicitation would be unlawful prior to registration or qualification under the relevant securities laws of any such jurisdiction and is not intended to provide the basis for any credit or other evaluation of the Notes.
The Notes may not be offered or sold in the United States or to, or for the account or benefit of, US persons unless they are registered or exempt from registration under the US Securities Act of 1933, as amended (the "US Securities Act"). Taylor Wimpey is not making a public offer of the Notes in the United States.
In particular, the Securities have not been, and will not be, registered under the US Securities Act, and may not be offered, sold or transferred directly or indirectly within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws. The Securities are being offered and sold outside the United States in accordance with Regulation S under the US Securities Act. The Securities will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Canada, Australia, Japan or any other jurisdiction where the extension or availability of the Securities (and any other transaction contemplated thereby) would breach any applicable law. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, Canada, Australia, Japan or any other jurisdiction if to do so would breach any applicable law, or require registration thereof in such jurisdiction. No public offering of the Securities is being made in the United States. In addition, any relevant securities registration or other clearances have not been and will not be made or obtained with or from the relevant authorities in any other jurisdiction except the United Kingdom.
This communication is not being distributed to or directed at persons other than persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of section 19 of the Financial Services and Markets Act 2000 ("FSMA") by us. In addition, no person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received by it in connection with the issue or sale of the Notes other than in circumstances in which section 21(1) of FSMA does not apply to us.
For further information please contact:
Taylor Wimpey plc Tel: +44 (0) 20 7355 8109
Peter Redfern, Group Chief Executive
Ryan Mangold, Group Finance Director
Jonathan Drake, Investor Relations
Finsbury Tel: +44 (0) 20 7251 3801
Faeth Birch
Andrew Dowler
This information is provided by RNS
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