REG - Imperial Brands Fin - Tender Offer Update - Results and Pricing
09/07/2024 18:15
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RNS Number : 7472V Imperial Brands Finance PLC 09 July 2024
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA").
July 9, 2024
Imperial Brands Finance PLC (formerly known as Imperial Tobacco Finance PLC)
announces early results, increase in Maximum Acceptance Amount and pricing of
its tender offer
Imperial Brands Finance PLC (the "Offeror") announces today the early results
and pricing of its previously announced tender offer (the "Offer") for its
outstanding US$1,500,000,000 4.250% Notes due 2025 (the "Notes"), issued by
the Offeror and guaranteed by Imperial Brands PLC (formerly known as Imperial
Tobacco Group PLC, the "Guarantor", and, together with its subsidiaries, the
"Group"). The terms and conditions of the Offer are described in an offer to
purchase dated June 24, 2024 (the "Offer to Purchase"). Capitalized terms not
otherwise defined in this announcement have the same meaning as assigned to
them in the Offer to Purchase.
The Early Tender Deadline for the Offer was 5:00 p.m. (New York City time) on
July 8, 2024. Pursuant to the terms of the Offer, the deadline to withdraw
tendered Notes expired at the Early Tender Deadline and all Notes validly
tendered prior to the Early Tender Deadline may no longer be withdrawn. The
Offeror hereby announces that, as of the Early Tender Deadline, the aggregate
principal amount of Notes that had been validly tendered and not validly
withdrawn pursuant to the Offer (the "Early Tender Amount") was as set out in
the table below.
The pricing of the Offer took place at or around 10:00 a.m., New York City
time today (the "Price Determination Date"). The table below also sets forth
certain pricing information regarding the Offer as of the Price Determination
Date.
Additionally, the Offeror hereby announces its decision to increase the
Maximum Acceptance Amount from US$500,000,000 to US$550,000,000. All
references in the Offer to Purchase to the Maximum Acceptance Amount shall be
deemed to refer to such amount, as so increased. For the avoidance of doubt,
the Early Tender Deadline is not being extended and has expired.
The Offeror hereby announces its intention to accept (subject to the
satisfaction or waiver of the conditions of the Offer), on the Early
Settlement Date, such Notes tendered at or prior to the Early Tender Deadline
in the amount equal to the Maximum Acceptance Amount, subject to the Scaling
Factor set out in the table below.
Description of Notes (CUSIP/ISIN) Early Tender Amount Early Acceptance Amount Scaling Factor Principal Amount Outstanding after Acceptance Reference Yield Fixed Spread (basis points)((1)) Early Tender Offer Consideration((1)) Tender Offer Consideration
US$1,500,000,000 4.250 per cent. Notes due 2025 US$ 599,998,000 US$ 0.897015 US$ 5.032% 35 US$988.81 per US$1,000 US$958.81 per US$1,000
550,000,000
950,000,000
(Rule 144A: 453140AF2/
US453140AF21
Reg S: G4721VNU4/
USG4721VNU46)
(1) For the avoidance of doubt, the Early Tender Premium (US$30 per US$1,000)
is already included within the Early Tender Offer Consideration (calculated
using the Fixed Spread over the Reference Yield as described in the Offer to
Purchase) and is not in addition to the Early Tender Offer Consideration. In
addition, Noteholders whose Notes are accepted for purchase will also receive
Accrued Interest on such Notes.
Although the Offer will finally expire at 5:00 p.m. (New York City time) on
July 23, 2024, unless extended by the Offeror (such time and date, as the same
may be extended, the "Expiration Deadline"), as the aggregate principal amount
of Notes tendered at or prior to the Early Tender Deadline was greater than
the Maximum Acceptance Amount, no Notes tendered after the Early Tender
Deadline will be accepted for purchase. Because the Offer was
oversubscribed as at the Early Tender Deadline, the Offeror intends to accept
for purchase Notes tendered at or prior to the Early Tender Deadline on a
prorated basis. If such proration and rounding down would result in Notes in a
principal amount of less than the Minimum Denomination being returned to a
Noteholder, then the Offeror, in its sole and absolute discretion, intends to
purchase all of such Noteholder's validly tendered Notes, without applying
proration.
The settlement date for the Notes validly tendered on or prior to the Early
Tender Deadline and accepted for purchase the Offeror is expected to be July
11, 2024, unless extended by the Offeror (the "Early Settlement Date").
Noteholders whose Notes are accepted for purchase will also receive Accrued
Interest on such Notes.
Noteholders are advised to read carefully the Offer to Purchase for full
details of and information on the procedures for participating in the Offer.
Further information
Noteholders may access the Offer to Purchase at
https://www.gbsc-usa.com/imperial/ (https://www.gbsc-usa.com/imperial/) .
Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers:
Questions and requests for assistance in connection with the tender of Notes
including requests for a copy of the Offer to Purchase may be directed to:
Dealer Managers
Merrill Lynch International Mizuho Securities USA LLC
2 King Edward Street 1271 Avenue of the Americas
London EC1A 1HQ
New York, NY 10020
United Kingdom
United States of America
Attention: Liability Management Group Attention: Liability Management
Telephone (Europe): +44 207 996 5420
Telephone (Europe): +34 91 790 7559
Telephone (U.S. Toll Free): +1 (888) 292-0070
Telephone (U.S. Toll Free): +1 (866) 271-7403
Telephone (U.S.): +1 (980) 387-3907
Telephone (U.S.): +1 (212) 205-7736
Email: DG.LM-EMEA@bofa.com
Email: FI-DCM-LiabilityManagement@mizuhogroup.com
Information Agent:
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Attention: Corporate Actions
Bankers and Brokers call: +1 (212) 430-3774
Toll free: +1 (855) 654-2015
Website: https://www.gbsc-usa.com/imperial/
(https://www.gbsc-usa.com/imperial/)
Depositary Agent:
Global Bondholder Services Corporation
By facsimile (For Eligible Institutions only): +1 (212) 430-3775/3779
Confirmation: +1 (212) 430-3774
Email: contact@gbsc-usa.com (mailto:contact@gbsc-usa.com)
NOTICE AND DISCLAIMER
This press release is neither an offer to purchase, nor a solicitation of an
offer to sell the Notes or any other securities. The Offeror is making the
Offer only by, and pursuant to, the terms of the Offer to Purchase. The Offer
is not being made in any jurisdiction in which the making of or acceptance
thereof would not be in compliance with the securities laws, blue sky laws or
other laws of such jurisdiction. None of the Offeror, the Dealer Managers or
the Information & Depositary Agent is making any recommendation as to
whether Noteholders should tender or refrain from tendering their Notes in
response to the Offer or how much they should tender. Each Noteholder must
make his, her or its own decision as to whether to tender or refrain from
tendering Notes and, if a Noteholder determines to tender, as to how many
Notes to tender.
This announcement must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important information which
should be read carefully before any decision is made with respect to the
Offer. If any Noteholder is in any doubt as to the contents of the Offer to
Purchase or the action it should take, it is recommended to seek its own
legal, accounting and financial 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
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 such
Notes pursuant to the Offer.
UK MARKET ABUSE REGULATION
This announcement is released by the Offeror 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 as it forms part of UK
domestic law by virtue of the EUWA ("UK MAR"), encompassing information
relating to the Offer described above. For the purposes of UK MAR and Article
2 of the binding technical standards published by the Financial Conduct
Authority in relation to MAR as regards Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Matthew Slade, Director of the
Offeror.
FORWARD-LOOKING INFORMATION
This announcement contains certain forward-looking statements that reflect the
Offeror's intent, beliefs or current expectations about the future and can be
recognized by the use of words such as "expects," "will," "anticipate," or
words of similar meaning. These forward-looking statements are not guarantees
of any future performance and are necessarily estimates reflecting the best
judgment of the senior management of the Offeror and involve a number of risks
and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. As a consequence, these
forward-looking statements should be considered in light of various important
factors that could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements, which include,
without limitation, the risk factors set forth in the Offer to Purchase. The
Offeror cannot guarantee that any forward-looking statement will be realized,
although they believe they have been prudent in their respective plans and
assumptions. Achievement of future results is subject to risks, uncertainties
and assumptions that may prove to be inaccurate. Should known or unknown risks
or uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those anticipated,
estimated or projected. The Offeror undertakes no obligation to update
publicly or release any revisions to these forward-looking statements to
reflect events or circumstances or to reflect the occurrence of unanticipated
events, except as required by applicable law.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an offer or 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 offer or invitation or for
there to be such participation under applicable laws. The distribution of this
announcement and the Offer to Purchase in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement or the
Offer to Purchase comes are required by each of the Offeror, the Dealer
Managers and the Information & Depositary Agent to inform themselves about
and to observe any such restrictions.
United Kingdom
The communication of this announcement, the Offer to Purchase and any other
documents or materials relating to the Offer are 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, persons in the United Kingdom other than (i) to
those persons in the United Kingdom falling within the definition of
investment professionals (as defined by Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Financial
Promotion Order")), (ii) to those persons falling within Article 43(2) of the
Financial Promotion Order, or (iii) to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
France
This announcement, the Offer to Purchase and any other documents or offering
materials relating to the Offer may not be distributed in the Republic of
France except to qualified investors (investisseurs qualifiés) as defined in
Article 2(e) of the Prospectus Regulation. This announcement and the Offer to
Purchase have not been and will not be submitted for clearance to the
Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Offer to Purchase or any other
documents or materials relating to the Offer has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società e la
Borsa ("CONSOB"), pursuant to applicable 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 February 24, 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended (the "Issuers' Regulation"). The Offer is also being carried out in
compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.
Noteholders or beneficial owners of the Notes that are located in Italy can
tender the Notes through authorized 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. 20307 of
February 15, 2018, 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.
General
The Offer does not constitute an offer to buy or the solicitation of an offer
to sell Notes in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities or other laws require
the Offer to be made by a licensed broker or dealer and any of the Dealer
Managers or, where the context so requires, any of their respective affiliates
is such a licensed broker or dealer in that jurisdiction, the Offer shall be
deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate
(as the case may be) in such jurisdiction.
Each Noteholder participating in the Offer will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in "Procedures for Participating in the Offer" in the
Offer to Purchase. 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 Offeror, the Guarantor, the Dealer Managers and the Information
& Depositary Agent reserves the right, in their absolute discretion, to
investigate, in relation to any tender of Notes for purchase pursuant to an
Offer, whether any such representation given by a Noteholder is correct and,
if such investigation is undertaken and as a result the Offeror determines
(for any reason) that such representation is not correct, such tender may be
rejected.
Please see the Offer to Purchase for certain other important information on
offer restrictions applicable to the Offer.
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