REG - Annington Funding - Annington Announces Tender Offer Final Results
05/02/2024 13:45
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RNS Number : 0581C Annington Funding PLC 05 February 2024
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF
THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED (EUWA).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN 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) OR TO ANY U.S. PERSON OR IN OR
INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT
ANNINGTON FUNDING PLC ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER
5 February 2024. Annington Funding plc (the "Offeror") hereby announces the
final results of its invitation to Noteholders of its outstanding
£625,000,000 2.646 per cent. Notes due 12 July 2025 (ISIN: XS1645518496),
issued by the Offeror and guaranteed by Annington Limited, Annington Property
Limited and Annington Homes Limited (together, the "Guarantors" and each a
"Guarantor") (the "Notes") to tender such Notes for purchase by the Offeror
for cash (the "Offer"), as further provided in the tender offer memorandum
dated 26 January 2024 (the "Tender Offer Memorandum").
The Offer was announced on 26 January 2024.
The Offer is subject to the conditions set out in the Tender Offer Memorandum
prepared in connection with the Offer and is subject to the offer and
distribution restrictions set out therein. Capitalised terms used in this
announcement and not otherwise defined have the meanings given to them in the
Tender Offer Memorandum.
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 2
February 2024.
As announced earlier today, as at the Expiration Deadline, £312,261,000 in
aggregate principal amount of Notes had been validly tendered pursuant to the
Offer.
Results of the Offer
Final pricing for the Offer in respect of the Notes took place at or around
11.00 a.m. (London time) today, 5 February 2024. The Offeror hereby announces
it has decided to accept for purchase validly tendered Notes in an aggregate
principal amount of £312,261,000, being the "Final Acceptance Amount".
Following the Expiration Deadline, the Offeror also hereby announces that it
has decided to accept for purchase Notes validly tendered pursuant to the
Offer as set out below and without any Scaling Factor.
Description of the Notes Aggregate principal amount of Notes accepted for purchase* Benchmark Benchmark Rate Purchase Spread Purchase Price Purchase Yield
£625,000,000 2.646 per cent. Notes due 12 July 2025 £312,261,000 0.625 per cent. UK Treasury Gilt due June 2025 (ISIN: GB00BK5CVX03) 4.498% +90bps 96.262% 5.398%
In accordance with the provisions of the Tender Offer Memorandum, the Purchase
Price in respect of the Notes has been calculated based on the Maturity Date.
The Purchase Price and Accrued Interest Payments will be paid to Noteholders
whose Notes are accepted for purchase by the Offeror on the Settlement Date,
which is expected to occur on 7 February 2024.
Following settlement of the Offer, £169,269,000 in principal amount of the
Notes will remain outstanding.
Further Information
A complete description of the terms and conditions of the Offer is set out in
the Tender Offer Memorandum. Barclays Bank PLC and Goldman Sachs International
are acting as the Dealer Managers for the Offer. Kroll Issuer Services Limited
is acting as Tender Agent.
Questions and requests for assistance in connection with the Offer may be
directed to:
THE DEALER MANAGERS
Barclays Bank PLC Goldman Sachs International
1 Churchill Place Plumtree Court
London E14 5HP 25 Shoe Lane
United Kingdom London EC4A 4AU
United Kingdom
Telephone: + 44 20 3134 8515 Telephone: +44 20 7774 4836
Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com) Email: liabilitymanagement.eu@gs.com (mailto:liabilitymanagement.eu@gs.com)
Attention: Liability Management Group Attention: Liability Management Group
THE TENDER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Tel: +44 207 704 0880
Attention: Owen Morris
Email: annington@is.kroll.com (mailto:annington@is.kroll.com)
Tender Offer Website: https://deals.is.kroll.com/annington/
(https://deals.is.kroll.com/annington/)
Each Noteholder is solely responsible for making its own independent appraisal
of all matters as such Noteholder deems appropriate (including those relating
to the Offer, the Notes, the Offeror and the Guarantors) and each Noteholder
must make its own decision, based upon its own judgement and having obtained
advice from such financial, accounting, legal and tax advisers as it may deem
necessary, as to whether to tender any or all of its Notes for purchase
pursuant to the Offer.
None of the Dealer Managers, the Tender Agent or any of their respective
directors, officers, employees, agents or affiliates assumes any
responsibility for the accuracy or completeness of the information concerning
the Offer contained in this announcement or in the Tender Offer Memorandum.
None of the Dealer Managers, the Tender Agent, the Offeror, the Guarantors or
any of their respective directors, officers, employees, agents or affiliates
is acting for any Noteholder, or will be responsible to any Noteholder for
providing any protections which would be afforded to its clients or for
providing advice in relation to the Offer, and accordingly none of the Dealer
Managers, the Tender Agent, the Guarantors or any of their respective
directors, officers, employees, agents or affiliates assumes any
responsibility for any failure by the Offeror to disclose information with
regard to the Offeror or the Notes which is material in the context of the
Offer and which is not otherwise publicly available.
None of the Dealer Managers, the Tender Agent, the Offeror, the Guarantors or
any of their respective directors, officers, employees, agents or affiliates
makes any representation or recommendation whatsoever regarding the Offer, or
any recommendation as to whether Noteholders should tender Notes in the Offer.
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 Noteholder is in any doubt as to the
contents of this announcement or 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, immediately from its
stockbroker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser.
MAR
This announcement is released by Annington Funding 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 as it forms
part of domestic law of the United Kingdom by virtue of the EUWA ("MAR"). For
the purposes of MAR this announcement is made by Stephen Leung, Director, on
behalf of Annington Funding plc.
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