Tender Offer for 10.375% Senior Notes due 2015
Tender Offer for 10.375% Senior Notes due 2015
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
London, 6 September 2011. Taylor Wimpey plc (the "Company") hereby announces an invitation to the holders ("Noteholders") of its outstanding £250,000,000 10.375 per cent. Senior Notes due 2015 issued on 2 December 2010 (ISIN: XS0565386231 and Common Code: 56538623) (the "Notes") to tender Notes for purchase by the Company for cash at a price to be determined pursuant to a modified Dutch auction procedure, up to the Final Acceptance Amount described below (the "Offer"). The Offer is made upon the terms and subject to the conditions contained in the tender offer memorandum dated 6 September 2011 (the "Tender Offer Memorandum") prepared in connection with the Offer, and is subject to the offer and distribution restrictions set out below.
The purpose of the Offer is to reduce the Company's term borrowings and lower its interest costs following the disposal of its North American (US and Canada) homebuilding operations, which completed on 13 July 2011. The Company is therefore inviting all Noteholders (subject to the restrictions described in the Tender Offer Memorandum) to offer their Notes for sale to it on the terms set out in the Tender Offer Memorandum.
Pricing
The Purchase Price for Notes validly tendered and accepted for purchase will be determined pursuant to a modified Dutch auction procedure, as described in the Tender Offer Memorandum and shall not be less than 102 per cent. of the principal amount of the Notes outstanding (the "Minimum Price") and shall not be greater than 107 per cent. of the principal amount of the Notes outstanding (the "Maximum Price"). The Purchase Price will represent the lowest price (not less than the Minimum Price) that will allow the Company to purchase the Final Acceptance Amount of Notes. Notes tendered at a price above the Maximum Price will not be accepted for purchase.
Under this procedure, the Company will determine in its sole discretion the Purchase Price, taking into account the principal amount of Notes tendered and the prices at which such Notes are tendered or deemed to be tendered by tendering Noteholders. The Purchase Price will represent the lowest price (not less than the Minimum Price) that will allow the Company to purchase the Final Acceptance Amount of Notes (as defined below). If a Noteholder does not specify a price for any tendered Notes, the Noteholder will be deemed to have tendered such Notes in the Offer on a non-competitive basis and will be deemed to have specified the Minimum Price for such Notes as stated herein. Each such Noteholder will have priority for acceptance over tenders which are not on a non-competitive basis and will be deemed to accept whatever Purchase Price the Company determines for such Notes in accordance with the terms of the Offer.
The Company will also pay accrued and unpaid interest (if any) ("Accrued Interest Payment") on the Notes accepted for purchase to (but excluding) the date notified by the Company to the Noteholders on the Announcement of Offer Results (as defined below) (the "Settlement Date").
Key Terms of the Offer
As at the date hereof, the Company proposes to accept for purchase up to £60 million in aggregate principal amount outstanding of the Notes, although the Company reserves the right, in its sole discretion, to accept significantly less than or significantly more than such amount for purchase (the final amount accepted for purchase pursuant to the Offer being the "Final Acceptance Amount"). If Notes with an aggregate principal amount outstanding greater than the Final Acceptance Amount are validly tendered on a non-competitive basis, and not withdrawn, in the Offer, the Company will accept all Notes validly tendered on a non-competitive basis only, pro rated as described below. If Notes with an aggregate principal amount outstanding greater than the Final Acceptance Amount are validly tendered, and not withdrawn, in the Offer, other than as described in the preceding sentence, the Company will accept for purchase (A) first, all Notes validly tendered at purchase prices below the Purchase Price or on a non-competitive basis and (B) second, all Notes validly tendered at the Purchase Price on a pro rata basis.
Where Notes validly tendered pursuant to the Offer are to be accepted on a pro rata basis, each such tender will be scaled by a factor (a "Scaling Factor") based on: (i) the Final Acceptance Amount less the aggregate principal amount outstanding of the Notes that have been validly tendered and accepted for purchase and are not subject to acceptance on a pro rata basis (if any); divided by (ii) the aggregate principal amount outstanding of the Notes that have been validly tendered and are subject to acceptance on a pro rata basis. In the event of such pro rata allocations, the Company will only accept tenders of Notes subject to scaling to the extent such scaling will not result in the relevant Noteholder transferring Notes to the Company in an aggregate principal amount outstanding of less than £100,000 (the "Original Minimum Denomination").
The Offer begins on 6 September 2011 (the "Launch Date") and expires at 4.00 p.m., London time, on 13 September 2011 (the "Expiration Deadline"), unless the period for the Offer is extended or reopened or the Offer is amended or terminated. The relevant deadline set by any intermediary or Clearing Systems (as defined in the Tender Offer Memorandum) will be earlier than this deadline. In order to be eligible to have their Notes accepted for repurchase by the Company, Noteholders must validly tender their Notes by the Expiration Deadline by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction (as defined in the Tender Offer Memorandum) that is received by Lucid Issuer Services Limited (the "Tender Agent") by the Expiration Deadline. An announcement as to whether and if so, to what extent, the Company will accept tendered Notes for repurchase is currently expected to be made as soon as reasonably practicable after noon (London time) on 14 September 2011 (the "Announcement of Offer Results"). The expected settlement date for the Offer is 16 September 2011.
Subject to applicable law and as provided in the Tender Offer Memorandum, the Company may, in its sole discretion, extend, re-open, amend or terminate the Offer at any time before the Announcement of Offer Results and may, in its sole discretion, waive any of the conditions to the Offer either before or after such Announcement of Offer Results. Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.
Further Information
The Offer is described in full in the Tender Offer Memorandum which is available from the Tender Agent. The Royal Bank of Scotland plc is the Dealer Manager for the Offer. Requests for information in relation to the Offer should be directed to:
THE DEALER MANAGER
The Royal Bank of Scotland plc
135 Bishopsgate
London
EC2M 3UR
United Kingdom
Telephone: +44 (0) 20 7085 4634
Attention: Liability Management
Email: liabilitymanagement@rbs.com
Requests for copies of the Tender Offer Memorandum, for information in relation to the procedures for tendering Notes in the Offer and the submission of Tender Instructions should be directed to:
THE TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Tel: +44 20 7704 0880
Attention: Yves Theis / Thomas Choquet
Email: tw@lucid-is.com
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 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 Notes 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 Notes in the Offer. None of the Company, The Royal Bank of Scotland plc or Lucid Issuer Services Limited makes any recommendation whether Noteholders should tender Notes in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. 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 Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
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. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes 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 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. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes 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 holder of Notes participating in the Offer will represent that it is not located in the United States and it is not participating in the Offer from the United States, or that it is acting on a non-discretionary basis for a principal that is located outside the United States and that is not giving an order to participate in the 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 Offer, the Tender Offer Memorandum or any other documents or materials relating to the Offer has 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 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, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes may tender their Notes 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 September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
United Kingdom
None of the Offer, the Tender Offer Memorandum or any other documents or materials relating to the Offer has been 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, and are only for circulation to persons outside the United Kingdom or to persons within 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 "Order")) or within Article 43 of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.
Insofar as the communication of the Tender Offer Memorandum and any other documents or materials relating to the Offer is made to or directed at investment professionals (as defined in Article 19(5) of the Financial Promotion Order), it is made to or directed at persons having professional experience in matters relating to investments, and any investment or investment activity to which it relates is available only to such persons or will be engaged in only with such persons and persons who do not have professional experience in matters relating to investments should not rely upon it.
General
The Tender Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) 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 the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or its affiliate, as the case may be, on behalf of the Company in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations may be rejected. Each of the Company, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Noteholder's responsibility for the representations made by it), to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender may be rejected.
This information is provided by RNS
Latest directors dealings
- 6 hours ago Johnson Matthey
- 8 hours ago Galliford Try
- 8 hours ago Galliford Try
- 8 hours ago Centrica
- 8 hours ago Smith & Nephew