REG - Pension Ins Corp plc - PIC plc Tender Offer Indicative Results

HSBC HoldingsAnnouncement

13/11/2023 11:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231113:nRSM2432Ta&default-theme=true

RNS Number : 2432T  Pension Insurance Corporation PLC  13 November 2023

IIIA: Pension Insurance Corporation plc announces indicative results of iTs
Tender Offers ACROSS TWO SERIES OF Subordinated NOTES

 

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.

13 November 2023 - Pension Insurance Corporation plc (the Company) announces
today the indicative results of its separate invitations to holders of its
outstanding (a) GBP300,000,000 6.50 per cent. Fixed Rate Subordinated Notes
due 2024 (ISIN: XS1083983376) (the 2024 Notes); and (b) GBP250,000,000 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.

 

Expected Series Acceptance Amounts

As at the Expiration Deadline, the Company had received valid tenders for
purchase pursuant to the Offers of: (i) GBP184,382,000 in aggregate nominal
amount of 2024 Notes; and (ii) GBP202,626,000 in aggregate nominal amount of
2026 Notes.

 

If the Company decides to accept Notes validly tendered pursuant to the
Offers, and the New Financing Condition is satisfied (or waived), the Company
expects that the Final Acceptance Amount will be GBP300,000,000  and each
Series Acceptance Amount and applicable Pro-ration Factor will be set as
follows:

 

 

Series/ Expected Series Acceptance Amount / Expected Pro-ration Factor

2024 Notes / GBP97,374,000 / 51.779 per cent.

2026 Notes / GBP202,626,000 / N/A

 

Noteholders should note that this is a non-binding indication of the level at
which the Company expects to set each Series Acceptance Amount and applicable
Pro-ration Factor.

 

Pricing for the Offer for the 2026 Notes will take place at or around 12.00
p.m. (London time) today (the 2026 Notes Pricing Time).  As soon as
reasonably practicable after the 2026 Notes Pricing Time, the Company will
announce whether (subject to the satisfaction (or waiver) of the New Financing
Condition on or prior to the Settlement Date) it will accept for purchase
Notes validly tendered in the Offers and, if so accepted, the Final Acceptance
Amount, each Series Acceptance Amount, the 2026 Notes Benchmark Security Rate,
the 2026 Notes Purchase Yield, the 2026 Notes Purchase Price and any
Pro-Ration Factors that will be applied to valid tenders of either Series, and
the aggregate nominal amount of each Series that will remain outstanding after
the Settlement Date.

 

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.

 

-- Dealer Managers --

Barclays Bank PLC: +44 20 3134 8515 / eu.lm@barclays.com
(mailto:eu.lm@barclays.com)

Citigroup Global Markets Limited: +44 20 7986 8969 /
liabilitymanagement.europe@citi.com
(mailto:liabilitymanagement.europe@citi.com)

HSBC Bank plc: +44 20 7992 6237 / LM_EMEA@hsbc.com (mailto:LM_EMEA@hsbc.com)

J.P. Morgan Securities plc: +44 20 7134 2468 /
liability_management_EMEA@jpmorgan.com
(mailto:liability_management_EMEA@jpmorgan.com)

 

 

-- Tender Agent --

Kroll Issuer Services Limited: +44 (0)20 7704 0880 / pic@is.kroll.com
(mailto:pic@is.kroll.com) / Tender Offer Website:
https://deals.is.kroll.com/pic (https://deals.is.kroll.com/pic)

 

**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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IODEAEFDFEEDFFA