REG - British Land Co PLC - Final Results of Tender Offer

British LandAnnouncement

25/03/2025 13:45

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RNS Number : 1040C  British Land Co PLC  25 March 2025

The British Land Company PLC

Announces Final Results of Cash Tender Offer

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 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.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED 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 UNITED KINGDOM
(UK) DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(EUWA).

25 March 2025. Following its indicative results announcement released earlier
today (the Indicative Results Announcement), The British Land Company PLC
(LEI: RV5B68J2GV3QGMRPW209) (the Offeror) announces today the final results of
its separate invitations (each such invitation an Offer and, together, the
Offers) to holders of its outstanding (i) £330,000,000 5.264 per cent. First
Mortgage Debenture Bonds due 2035 (ISIN (bearer): XS0263451972 / ISIN
(registered): GB00B19ZSN13) (the 2035 Bonds) and (ii) £310,000,000 5.357 per
cent. First Mortgage Debenture Bonds due 2028 (ISIN (bearer): XS0263450909 /
ISIN (registered): GB00B19ZPK76) (the 2028 Bonds and, together with the 2035
Bonds, the Bonds) to tender their Bonds for purchase by the Offeror for cash
up to the Maximum Acceptance Amount, subject to the satisfaction (or waiver)
of the New Financing Condition.

The Offers were announced on 12 March 2025 and were made on the terms and
subject to the conditions contained in the tender offer memorandum dated 12
March 2025 (the Tender Offer Memorandum) prepared by the Offeror in connection
with the Offers. Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Tender Offer
Memorandum.

The Expiration Deadline for the Offers was 5.00 p.m. (London time) on 24 March
2025.

The Offeror in the Indicative Results Announcement confirmed that the New
Financing Condition has been satisfied.

Final Acceptance Amount

The Offeror announces that, in line with the terms and conditions outlined in
the Tender Offer Memorandum, it has decided in its sole and absolute
discretion to set the Final Acceptance Amount at £149,999,795 and accordingly
to accept valid tenders of Bonds pursuant to the relevant Offer on the basis
set out below.

Results of the Offer in respect of the 2035 Bonds

The Offeror has decided to accept for purchase all 2035 Bonds validly tendered
pursuant to the relevant Offer in full, with no pro rata scaling and the
Series Acceptance Amount in respect of the 2035 Bonds will therefore be
£78,162,500.

Final pricing for the Offer in respect of the 2035 Bonds took place at or
around 11.00 a.m. (London time) today. The cash purchase price the Offeror
will pay for 2035 Bonds validly tendered and accepted for purchase will be (i)
97.934 per cent. of the nominal amount of the relevant 2035 Bonds purchased on
the Bearer Settlement Date and (ii) 97.937 per cent. of the nominal amount of
the relevant 2035 Bonds purchased on the Registered Settlement Date. The
Offeror will also pay an Accrued Interest Payment in respect of the 2035 Bonds
accepted for purchase pursuant to the relevant Offer, as further described in
the Tender Offer Memorandum.

A summary of the final pricing of the Offer in respect of the 2035 Bonds
appears below:

             Series Acceptance Amount                  Benchmark Security Rate  Purchase Spread  Purchase Yield   Purchase Price for 2035 Bonds purchased on the Bearer Settlement Date  Purchase Price for 2035 Bonds purchased on the Registered Settlement Date  Scaling Factor
 2035 Bonds  £78,162,500 in aggregate nominal amount   4.726 per cent.          80 bps           5.526 per cent.  97.934 per cent. of the nominal amount                                 97.937 per cent. of the nominal amount                                     Not Applicable

The Settlement Date (i) in respect of those 2035 Bonds accepted for purchase
and held in a Clearing System is expected to be 27 March 2025 and (ii) in
respect of those 2035 Bonds accepted for purchase and held in certificated
form or in CREST is expected to be 8 April 2025.

On the relevant Settlement Date, payment of the relevant Purchase Price and
Accrued Interest Payment will be made to each relevant Bondholder whose 2035
Bonds have been accepted for purchase pursuant to the relevant Offer in the
manner described in the Tender Offer Memorandum.

Following settlement of the relevant Offer, the Offeror intends to cancel the
2035 Bonds purchased pursuant to the relevant Offer and, accordingly,
£251,837,500 in aggregate nominal amount of the 2035 Bonds will remain
outstanding.

Results of the Offer in respect of the 2028 Bonds

The Offeror has decided to accept for purchase the 2028 Bonds validly tendered
pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor
of 78.996 per cent., as further described in the Tender Offer Memorandum and
the Series Acceptance Amount in respect of the 2028 Bonds will therefore be
£71,837,295.

Final pricing for the Offer in respect of the 2028 Bonds took place at or
around 11.00 a.m. (London time) today. The cash purchase price the Offeror
will pay for 2028 Bonds validly tendered and accepted for purchase will be (i)
100.550 per cent. of the nominal amount of the relevant 2028 Bonds purchased
on the Bearer Settlement Date and (ii) 100.544 per cent. of the nominal amount
of the relevant 2028 Bonds purchased on the Registered Settlement Date. The
Offeror will also pay an Accrued Interest Payment in respect of the 2028 Bonds
accepted for purchase pursuant to the relevant Offer, as further described in
the Tender Offer Memorandum.

A summary of the final pricing of the Offer in respect of the 2028 Bonds
appears below:

             Series Acceptance Amount                  Benchmark Security Rate  Purchase Spread  Purchase Yield   Purchase Price for 2028 Bonds purchased on the Bearer Settlement Date  Purchase Price for 2028 Bonds purchased on the Registered Settlement Date  Scaling Factor
 2028 Bonds  £71,837,295 in aggregate nominal amount   4.307 per cent.          85 bps           5.157 per cent.  100.550 per cent. of the nominal amount                                100.544 per cent. of the nominal amount                                    78.996 per cent.

The Settlement Date (i) in respect of those 2028 Bonds accepted for purchase
and held in a Clearing System is expected to be 27 March 2025 and (ii) in
respect of those 2028 Bonds accepted for purchase and held in certificated
form or in CREST is expected to be 8 April 2025.

On the relevant Settlement Date, payment of the relevant Purchase Price and
Accrued Interest Payment will be made to each relevant Bondholder whose 2028
Bonds have been accepted for purchase pursuant to the relevant Offer in the
manner described in the Tender Offer Memorandum.

Following settlement of the relevant Offer, the Offeror intends to cancel the
2028 Bonds purchased pursuant to the relevant Offer and, accordingly,
£145,795,338 in aggregate nominal amount of the 2028 Bonds will remain
outstanding.

General

Lloyds Bank Corporate Markets plc and NatWest Markets Plc are acting as Dealer
Managers for the Offers, MUFG Corporate Markets, is acting as Receiving Agent
and Kroll Issuer Services Limited is acting as Tender Agent:

The Dealer Managers

(in respect of the Offers as made to Institutional Bondholders)

 Lloyds Bank Corporate Markets plc                               NatWest Markets Plc

 10 Gresham Street                                               250 Bishopsgate

 London EC2V 7AE                                                 London EC2M 4AA

 United Kingdom                                                  United Kingdom
 Telephone: +44 (0) 20 7158 1719/1726                            Telephone: +44 (0) 20 7678 5222

 Email: LBCMLiabilityManagement@lloydsbanking.com Attention:     Email: NWMLiabilityManagement@natwestmarkets.com  Attention:

Liability Management, Commercial Banking
Liability Management

 

The Receiving Agent

MUFG Corporate Markets

Corporate Actions, Central Square

29 Wellington Street

Leeds LS1 4DL

United Kingdom

Telephone: 0371 664 0321

Calls are charged at the standard geographic rate and will vary by provider.

Calls outside the United Kingdom will be charged at the applicable
international rate.

The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding
public holidays in England and Wales. Please note that MUFG Corporate Markets
cannot provide any financial, accounting, regulatory, legal or tax advice and
calls may be recorded and monitored for security and training purposes.

The Tender Agent

 

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

 

Telephone: +44 207 704 0880

Email: britishland@is.kroll.com

Attention: Scott Boswell

Offer website: https://deals.is.kroll.com/britishland

This announcement is released by The British Land Company 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 (MAR) as it
forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing
information relating to the Offers 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 Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by David Walker, Chief Financial
Officer for The British Land Company PLC.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire any securities is being made
pursuant to this announcement. 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 come(s) are required by the Offeror, the Dealer Managers, the
Receiving Agent and the Tender Agent to inform themselves about, and to
observe, any such restrictions. The Offers have now expired.

 

 

 

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