REG - Pension Ins Corp plc - PIC plc Announces Final Results of Tender Offers

HSBC HoldingsAnnouncement

13/11/2023 14:45

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RNS Number : 2723T  Pension Insurance Corporation PLC  13 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR
THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

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 UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

Pension Insurance Corporation plc announces final results of its tender offers
for its £300,000,000 6.50 per cent. Fixed Rate Subordinated Notes due 2024
and its £250,000,000 8.00 per cent. Fixed Rate Subordinated Notes due 2026

 

13 November 2023.

Pension Insurance Corporation plc (the Company) announces today the final
results of its separate invitations to holders of its outstanding (a)
£300,000,000 6.50 per cent. Fixed Rate Subordinated Notes due 2024 (ISIN:
XS1083983376) (the 2024 Notes); and (b) £250,000,000 8.00 per cent. Fixed
Rate Subordinated Notes due 2026 (ISIN: XS1523966197) (the 2026 Notes and,
together with the 2024 Notes, the Notes and each a Series) to tender their
Notes for purchase by the Company for cash (each an Offer and together the
Offers).

The Offers were announced on 6 November 2023 and were made on the terms and
subject to the conditions contained in the tender offer memorandum dated 6
November 2023 (the Tender Offer Memorandum) including, without limitation, the
satisfaction (or waiver) of the New Financing Condition.

Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 10
November 2023.

Final Acceptance Amount

The Company confirms that the Final Acceptance Amount is £300,000,000, to be
allocated between the 2024 Notes and the 2026 Notes as set out below.

2024 Notes

Subject to the satisfaction (or waiver) of the New Financing Condition, the
Company will accept for purchase 2024 Notes validly tendered pursuant to the
relevant Offer subject to pro rata scaling at a Pro-ration Factor of 51.779
per cent., as further described in the Tender Offer Memorandum. Accordingly,
the relevant Series Acceptance Amount is £97,374,000.

A summary of the final results of the Offer for the 2024 Notes appears below:

 Series Acceptance Amount  Pro-ration Factor  Purchase Price
 £97,374,000               51.779 per cent.   100.25 per cent.

2026 Notes

Subject to the satisfaction (or waiver) of the New Financing Condition, the
Company will accept for purchase all 2026 Notes validly tendered pursuant to
the relevant Offer with no pro rata scaling. Accordingly, the relevant Series
Acceptance Amount is £202,626,000.

The Company also confirms that the Purchase Price it will pay for the 2026
Notes validly tendered and accepted for purchase will be 104.265 per cent.
(based on a Settlement Date of 14 November 2023).

A summary of the final results of, and pricing for, the Offer for the 2026
Notes appears below:

 Series Acceptance Amount  Pro-ration Factor  Benchmark Security Rate  Purchase Spread  Purchase Yield   Purchase Yield   Purchase Price

                                                                                        (semi-annual)    (annual)
 £202,626,000              N/A                4.303per cent.           200 bps          6.303 per cent.  6.402 per cent.  104.265 per cent.

General

Subject to the satisfaction (or waiver) of the New Financing Condition, the
Settlement Date in respect of the Notes accepted for purchase pursuant to the
Offers is expected to be 14 November 2023. Following settlement of the Offers
and cancellation of the relevant Notes accepted for purchase pursuant to the
Offers, £202,626,000 in aggregate nominal amount of the 2024 Notes and
£47,374,000 in aggregate nominal amount of the 2026 Notes will remain
outstanding.

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

Barclays Bank PLC (Tel: +44 20 3134 8515; Attention: Liability Management
Group; Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com) ); Citigroup
Global Markets Limited (Tel: +44 20 7986 8969; Attention: Liability Management
Group; Email: liabilitymanagement.europe@citi.com
(mailto:liabilitymanagement.europe@citi.com) ); HSBC Bank plc (Tel: +44 20
7992 6237; Attention: Liability Management, DCM; Email: LM_EMEA@hsbc.com
(mailto:LM_EMEA@hsbc.com) ) and J.P. Morgan Securities plc (Tel: +44 20 7134
2468; Attention: EMEA Liability Management Group; Email:
liability_management_EMEA@jpmorgan.com
(mailto:liability_management_EMEA@jpmorgan.com) ) are acting as Dealer
Managers in respect of the Offers.

Kroll Issuer Services Limited (Tel: +44 20 7704 0880; Attention: Owen Morris;
Email: pic@is.kroll.com (mailto:pic@is.kroll.com) ; Offer Website:
https://deals.is.kroll.com/pic (https://deals.is.kroll.com/pic) ) is acting as
Tender Agent in respect of the Offer.

This announcement is made by Pension Insurance Corporation 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 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 the Implementing Technical Standards, this announcement is made by Louise
Inward, General Counsel at the Company.

LEI: M31AVDIX8NY21MAUQF46

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 comes are required by each of the Company, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any such
restrictions.

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