REG - Yorkshire B.S. - Tender Offer

BridgestoneAnnouncement

02/05/2023 11:00

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RNS Number : 1094Y  Yorkshire Building Society  02 May 2023

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN
OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT.

Yorkshire Building Society announces Tender Offer in respect of its
£275,000,000 Senior Non-Preferred Reset Notes due 2025 (ISIN: XS1982838275)
and proposed issue of new notes

2 May 2023. Yorkshire Building Society (the Society) announces today an
invitation to eligible holders of its outstanding £275,000,000 Senior
Non-Preferred Reset Notes due 2025 (ISIN: XS1982838275) (the Notes) to tender
any and all of their Notes for purchase by the Society for cash (the Offer),
subject to the satisfaction of the New Financing Condition (as defined below).

The Offer is being made on the terms and subject to the conditions (including
the New Financing Condition) contained in a tender offer memorandum dated 2
May 2023 (the Tender Offer Memorandum) prepared by the Society, and is subject
to the offer restrictions set out below and as more fully described in the
Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender and Information Agent as set out
below. Capitalised terms used in this announcement but not defined herein have
the meanings given to them in the Tender Offer Memorandum.

Summary of the Offer

 Description                                ISIN /                    Outstanding Nominal Amount  First Reset Date  Benchmark Security        Purchase Spread  Amount subject

of the Notes

to the Offer
                                            Common Code
 Senior Non-Preferred Reset Notes due 2025  XS1982838275 / 198283827  £275,000,000                18 April 2024     UKT 1% due 22 April 2024  140 bps          Any and all

(ISIN: GB00BFWFPL34)

Rationale for the Offer

The purpose of the Offer is to provide liquidity to holders and it is being
made as part of the Society's active management of its liability profile
whilst issuing New Notes (as defined below). The Society will continue to
manage its outstanding liabilities for value, including but not limited to
economic considerations, current and future regulatory value, relative funding
cost, rating agency considerations, regulatory developments and having regard
to the prevailing circumstances at the relevant time.

Notes purchased by the Society pursuant to the Offer are expected to be
cancelled and will not be re-issued or re-sold. Notes which have not been
validly submitted and/or accepted for purchase pursuant to the Offer will
remain outstanding.

Purchase Price and Accrued Interest

The Society will pay for any Notes validly tendered and accepted for purchase
by it pursuant to the Offer a purchase price (the Purchase Price) to be
determined at or around 11.00 a.m. (London time) on 11 May 2023 (the Pricing
Time) in the manner described in the Tender Offer Memorandum by reference to
the annualised sum (such annualised sum, the Purchase Yield) of (i) the
purchase spread of 140 bps (the Purchase Spread) and (ii) the Benchmark
Security Rate.

The Purchase Price will be determined in accordance with market convention and
expressed as a percentage of the nominal amount of the Notes accepted for
purchase pursuant to the Offer (rounded to the nearest 0.001 per cent., with
0.0005 per cent. rounded upwards), and is intended to reflect a yield to the
First Reset Date (being 18 April 2024) of the Notes on the Settlement Date
equal to the Purchase Yield. Specifically, the Purchase Price will equal (a)
the value of all remaining payments of principal and interest on the Notes up
to and including the First Reset Date, assuming all the Notes were redeemed at
their nominal amount on such date, discounted to the Settlement Date at a
discount rate equal to the Purchase Yield, minus (b) Accrued Interest.

The calculation of the Purchase Price will be determined by the Dealer
Managers (in consultation with the Society) at the Pricing Time and such
calculation will be final and binding on the relevant Noteholders, absent
manifest error.

The Society will also pay an Accrued Interest Payment in respect of Notes
accepted for purchase pursuant to the Offer.

New Financing Condition

The Society announced on 2 May 2023 its intention to issue new sterling
denominated senior non-preferred notes (the New Notes). Whether the Society
will accept for purchase any Notes validly tendered in the Offer and complete
the Offer is subject, without limitation, to the successful completion (in the
sole determination of the Society) of the issue of the New Notes (the New
Financing Condition).

The Society is not under any obligation to accept for purchase any Notes
tendered pursuant to the Offer. The acceptance for purchase by the Society of
Notes tendered pursuant to the Offer is at the sole discretion of the Society
and tenders may be rejected by the Society for any reason.

Allocation of the New Notes

When considering allocation of the New Notes, the Society may give preference
to those Noteholders who, prior to such allocation, have validly tendered (or,
if the New Issue Pricing Time occurs prior to the Expiration Deadline, have
given a firm indication to the Society or any Dealer Manager that they intend
to tender) their Notes pursuant to the Offer. Therefore, a Noteholder who
wishes to subscribe for New Notes in addition to tendering its Notes for
purchase pursuant to the Offer may be eligible to receive, at the sole and
absolute discretion of the Society, priority in the allocation of the New
Notes, subject to the issue of the New Notes and such Noteholder making a
separate application for the purchase of such New Notes to a Dealer Manager
(in its capacity as a joint lead manager of the issue of the New Notes) in
accordance with the standard new issue procedures of such joint lead manager.
However, the Society is not obliged to allocate the New Notes to a Noteholder
who has validly tendered or indicated a firm intention to tender the Notes
pursuant to the Offer and, if New Notes are allocated, the nominal amount
thereof may be less or more than the nominal amount of Notes tendered by such
holder and accepted by the Society pursuant to the Offer.

All allocations of the New Notes, while being considered by the Society as set
out above, will be made in accordance with customary new issue allocation
processes and procedures. In the event that a Noteholder validly tenders Notes
pursuant to the Offer, such Notes will remain subject to such tender and the
conditions of the Offer as set out in this announcement and the Tender Offer
Memorandum irrespective of whether that Noteholder receives all, part or none
of any allocation of New Notes for which it has applied.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
the Accrued Interest Payment pursuant to, the Offer, Noteholders must validly
tender their Notes for purchase by delivering, or arranging to have delivered
on their behalf, a valid Tender Instruction that is received by the Tender and
Information Agent by 4.00 p.m. (London time) on 10 May 2023 (unless extended,
re-opened, amended and/or terminated as provided in the Tender Offer
Memorandum) (the Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances
described in "Amendment and Termination" in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of no less than £100,000, being the minimum denomination of the
Notes, and may be submitted in integral multiples of £1,000 thereafter.

Indicative timetable for the Offer

The following sets out the expected times and dates of the key events relating
to the Offer. The times and dates below are indicative only and subject to
change.

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offer

 Announcement of Offer. Tender Offer Memorandum available from the Tender and     2 May 2023
 Information Agent. Commencement of the tender offer period.
 Expiration Deadline*

 Final deadline for receipt of valid Tender Instructions by the Tender and        4.00 p.m. on 10 May 2023
 Information Agent in order for Noteholders to be able to participate in the

 Offer.

 Pricing Time                                                                     At or around 11.00 a.m. on 11 May 2023

 Determination of the Benchmark Security Rate and calculation of the Purchase
 Yield and the Purchase Price.
 Announcement of Results

 Announcement of (i) whether the Society will accept (subject to satisfaction     As soon as reasonably practicable following the Pricing Time
 or waiver of the New Financing Condition on or prior to the Settlement Date)
 valid tenders of Notes for purchase pursuant to the Offer and, if so accepted,
 (ii) the aggregate nominal amount of the Notes accepted for purchase and (iii)
 the Benchmark Security Rate, the Purchase Yield and the Purchase Price.
 Settlement Date

 Subject to satisfaction or waiver of the New Financing Condition on or prior     15 May 2023
 to such date, payment of the Purchase Price and the Accrued Interest Payment
 in respect of the Notes accepted for purchase.

____

* Noteholders should note that the New Issue Pricing Time may fall prior to or
after the Expiration Deadline.

The Society 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 Society to so extend, re-open, amend and/or
terminate the Offer.

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, the Offer before the
deadlines specified in this announcement and the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for the
submission of Tender Instructions will be earlier than the relevant deadlines
specified above. For further information, see the section "Procedures for
Participating in the Offer" of the Tender Offer Memorandum.

Announcements

Unless stated otherwise, announcements in connection with the Offer will be
made by the Society by (i) publication through RNS; and (ii) the delivery of
notices to the Clearing Systems for communication to Direct Participants. Such
announcements may also be made (a) on the relevant Reuters Insider Screen
and/or (b) by the issue of a press release to a Notifying News Service. Copies
of all such announcements, press releases and notices can also be obtained
upon request from the Tender and Information Agent, the contact details for
which are set out below. Significant delays may be experienced where notices
are delivered to the Clearing Systems and Noteholders are urged to contact the
Tender and Information Agent for the relevant announcements during the course
of the Offer. In addition, Noteholders may contact the Dealer Managers for
information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for, participating in the Offer.

Further information

Questions and requests for assistance in connection with (i) the Offer may be
directed to the Dealer Managers, and (ii) the delivery of Tender Instructions
may be directed to the Tender and Information Agent, the contact details for
which are set out below:

 DEALER MANAGERS

Barclays Bank PLC                               HSBC Bank plc
 1Churchill Place

                       8Canada Square
 London E14 5HP

                       London E14 5HQ
 United Kingdom

                       United Kingdom

 Telephone: +44 20 3134 8515

                       Telephone: +44 20 7992 6237
 Attention: Liability Management Group

                       Attention: Liability Management, DCM
 Email: eu.lm@barclays.com

                         Email: LM_EMEA@hsbc.com

 NatWest Markets Plc                             UBS AG London Branch

                       5Broadgate
 250 Bishopsgate
 London EC2M 2QS

 United Kingdom
 London EC2M 4AA

 United Kingdom

                       Telephone: +44 20 7568 1121

 Attention: Liability Management Group

 Email: ol-liabilitymanagement-eu@ubs.com
 Telephone: +44 20 7678 5222

Attention: Liability Management

Email: liabilitymanagement@natwestmarkets.com
 TENDER AND INFORMATION AGENT
 Kroll Issuer Services Limited
 The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

 Telephone: +44 20 7704 0880

 Attention: Owen Morris

 Email: ybs@is.kroll.com

 Website : https://deals.is.kroll.com/ybs

TENDER AND INFORMATION AGENT

Kroll Issuer Services Limited
The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: +44 20 7704 0880

Attention: Owen Morris

Email: ybs@is.kroll.com

Website : https://deals.is.kroll.com/ybs

MARKET ABUSE REGULATION

This announcement is released by Yorkshire Building Society 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 in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the EUWA) (UK MAR), encompassing information relating
to the Offer and proposed new issue of Notes described above. For the purposes
of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055
as it forms part of domestic law in the United Kingdom by virtue of the EUWA,
this announcement is made by Duncan Asker, Director of Treasury of Yorkshire
Building Society.

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 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, 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. None of the Society, the
Dealer Managers or the Tender and Information Agent or any of their respective
directors, officers, employees, agents, advisers or affiliates has made or
will make any assessment of the merits and risks of the Offer or of the impact
of the Offer on the interests of Noteholders either as a class or individuals,
and none of them makes any recommendation whether Noteholders should tender
Notes pursuant to the Offer. None of the Society, the Dealer Managers or the
Tender and Information Agent (or any of their respective directors, officers,
employees, agents, advisers or affiliates) is providing Noteholders with any
legal, business, tax, financial, investment, accounting or other advice in
this announcement and/or the Tender Offer Memorandum and/or in connection with
the Offer. Noteholders should consult with their own advisers as they consider
appropriate to assist them in taking decisions with respect to the Offer,
including to determine whether they are legally permitted to tender Notes
pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute 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 the
Tender Offer Memorandum comes are required by each of the Society, the Dealer
Managers and the Tender and Information Agent to inform themselves about, and
to observe, any such restrictions.

No action has been or will be taken in any jurisdiction in relation to the New
Notes that would permit a public offering of securities and the minimum
denomination of the New Notes will be £100,000 and integral multiples of
£1,000.

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 this announcement and 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, or by
any person acting for the account or benefit of, 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.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy
or sell, or a solicitation of an offer to sell or buy, any Notes or other
securities in the United States. Securities may not be offered or sold in the
United States absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been, and will not
be, registered under the Securities Act or the securities laws of any state or
other jurisdiction of the United States, and may not be offered, sold or
delivered, directly or indirectly, in the United States or to, or for the
account or benefit of, any U.S. person (as defined in Regulation S of the
Securities Act).

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 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 the Offer from the United States. For the purposes of this and the above
two paragraphs, United States means the United States of America, its
territories and possessions, any state of the United States of America and the
District of Columbia.

Italy: None of the Offer, this announcement and the Tender Offer Memorandum or
any other documents or materials relating to the Offer has been or will be
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 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Noteholders or beneficial owners of the Notes that are located in
Italy 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. 20307 of 15 February 2018, 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
Notes and/or the Offer.

United Kingdom: This announcement and the Tender Offer Memorandum have been
issued by Yorkshire Building Society of Yorkshire House, Yorkshire Drive,
Bradford, West Yorkshire BD5 8LJ, United Kingdom, which is authorised by the
Prudential Regulation Authority (the PRA) and regulated by the PRA and the
Financial Conduct Authority (the FCA). This announcement is directed, and the
Tender Offer Memorandum is being distributed, only to existing holders of the
Notes, and is only addressed to such existing holders in the United Kingdom
where they would (if they were clients of the Society) be per se professional
clients or per se eligible counterparties of the Society within the meaning of
the FCA rules. Neither this announcement nor the Tender Offer Memorandum is
addressed to or directed at any persons who would be retail clients within the
meaning of the FCA rules and any such persons should not act or rely on it.
Recipients of this announcement and the Tender Offer Memorandum should note
that the Society is acting on its own account in relation to the Offer and
will not be responsible to any other person for providing the protections
which would be afforded to clients of the Society or for providing advice in
relation to the Offer.

In addition, the communication of this announcement and the Tender Offer
Memorandum and any other documents or materials relating to the Offer 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, as amended. 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 the definition of
investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial
Promotion Order)) or persons who are within Article 43 of the Financial
Promotion Order or any other persons to whom it may otherwise lawfully be made
under the Financial Promotion Order (together, relevant persons). Any
investment or investment activity to which this announcement and the Tender
Offer Memorandum relates is available only to relevant persons and will be
engaged in only with relevant persons (and is subject to other restrictions
referred to in the Financial Promotion Order).

France: The Tender Offer Memorandum, this announcement and any other document
or material relating to the Offer have only been and shall only be distributed
in France to qualified investors as defined in Article 2(e) of Regulation (EU)
2017/1129. The Tender Offer Memorandum and this announcement have not been nor
will they be submitted for clearance to nor approved by the Autorité des
Marchés Financiers.

Belgium: Neither this announcement nor the Tender Offer Memorandum nor any
other documents or materials relating to the Offer 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 et marchés financiers) and, accordingly, the
Offer 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 Offer may not be
advertised and the Offer will not be extended, and neither this announcement
nor the Tender Offer Memorandum nor any other documents or materials relating
to the Offer (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 Offer. 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.

Switzerland: None of the Tender Offer Memorandum, this announcement or any
other offering or marketing material relating to the Notes constitutes a
prospectus as such term is understood pursuant to article 652a or article 1156
of the Swiss Code of Obligations or a listing prospectus within the meaning of
the listing rules of the SIX Swiss Exchange or any other regulated trading
facility in Switzerland.

None of the Tender Offer Memorandum, this announcement or any other offering
or marketing material relating to the Notes have been, or will be, filed with
or approved by any Swiss regulatory authority.

None of the Tender Offer Memorandum, this announcement or any other offering
or marketing material relating to the Notes may be publicly distributed or
otherwise made publicly available in Switzerland. The Tender Offer Memorandum
is personal to the recipient only and not for general circulation in
Switzerland.

General: Neither this announcement nor the Tender Offer Memorandum constitutes
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 any Dealer Manager or any of its respective
affiliates is such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made by such Dealer Manager or such affiliate, as
the case may be, on behalf of the Society in such jurisdiction.

New Notes: Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the base prospectus dated
31 March 2023 in connection with the Society's £5,000,000,000 Note Programme
(the Prospectus) and the final terms in respect of the New Notes, pursuant to
which the New Notes are intended to be issued, and no reliance is to be placed
on any representations other than those contained in the Prospectus. Subject
to compliance with all applicable securities laws and regulations, the
Prospectus is expected to be available from the joint lead managers for the
new issue on request. The New Notes are not being, and will not be, offered or
sold in the United States. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from the
registration requirements of, the United States Securities Act of 1933, as
amended (the Securities Act). The New Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any state or
other jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act).

Compliance information for the New Notes: MiFID II and UK MiFIR product
governance - eligible counterparties and professional clients only (all
distribution channels). PRIIPs Regulation and UK PRIIPs Regulation - no sales
to EEA or UK retail investors; no key information document has been or will be
prepared.

 

 

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