REG - RCB Bonds PLC RCB Bonds PLC - BEL1 - Tender Offer for Belong 4.5% Bonds due 2026

InformaAnnouncement

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RNS Number : 0137L  RCB Bonds PLC  02 June 2025

DISCLAIMER - INTENDED ADDRESSEES

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 (THE UK MARKET ABUSE
REGULATION)

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 ANY OTHER
JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW)

2 June 2025

 

RCB Bonds PLC announces tender offer made by Belong Limited for

RCB Bonds PLC's £50,000,000 4.5 per cent. Bonds due 2026 secured on a loan to
Belong Limited

RCB Bonds PLC (the Issuer) today announces a tender offer made by Belong
Limited (a registered society under the Co-operative and Community Benefit
Societies Act 2014, registered in England and Wales with registered number and
suffix 27346R (the Offeror)) to the holders (the Bondholders) of the Issuer's
outstanding £50,000,000 4.5 per cent. bonds due 20 June 2026 secured on a
loan to the Offeror bearing ISIN: XS1821505259 (the Bonds) to tender such
Bonds for purchase by the Offeror for cash up to the Maximum Acceptance
Amount (as defined herein) subject to the satisfaction (or waiver) of the New
Financing Condition (as defined below) and the other conditions described in
the Tender Offer Memorandum (the Offer).

The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 2 June 2025 (the Tender Offer
Memorandum) prepared by the Offeror and communicated to the Bondholders by
the Issuer and is subject to the offer restrictions set out below and as more
fully described in the Tender Offer Memorandum (the Offer and Distribution
Restrictions).

Copies of the Tender Offer Memorandum are (subject to the Offer and
Distribution Restrictions) available from the Tender Agent on behalf of the
Issuer as set out below. Capitalised terms used in this announcement but not
defined have the meanings given to them in the Tender Offer Memorandum.

Summary

A summary of certain of the terms of the Offer appears below:

 Bonds                         £50,000,000 4.5 per cent. Bonds due 20 June 2026 secured on a loan to the
                               Offeror
 ISIN / Common Code            XS1821505259 / 1821505259
 Outstanding Principal Amount  £50,000,000
 Purchase Price                98.00 per cent.
 Maximum Acceptance Amount     The lower of (i) the gross proceeds of the New Bonds (excluding any Retained
                               New Bonds) (each as defined herein) to be issued divided by the Purchase Price
                               and (ii) £25 million in principal amount of the Bonds, subject to the right
                               of the Offeror to accept significantly more or significantly less than such
                               amount or to accept none of the Bonds for purchase

 

Indicative Timetable for the Offer

This is an indicative timetable showing one possible outcome for the timing of
the Offer based on the dates in the Tender Offer Memorandum. This timetable
is subject to change and dates and times may be extended or amended by the
Offeror in accordance with the terms of the Offer as described in the Tender
Offer Memorandum. Accordingly, the actual timetable may differ
significantly from the timetable below.

 Events                       Times and Dates
 Commencement of the Offer     2 June 2025
 Expiration Deadline          4.00 p.m. (London time) on 23 June 2025, subject to the right of the Offeror
                              in its sole and absolute discretion to extend or bring forward the Expiration
                              Deadline
 Allocation of the New Bonds  As soon as possible following the closing of the offer of the New Bonds on 30
                              June 2025 or such other time and date as agreed between the Issuer and the
                              Dealer Manager
 Announcement of Results      As soon as reasonably practicable following the allocation of the New Bonds
 Settlement Date              8 July 2025

 

The Offeror may, in its sole discretion, extend, re-open, amend, waive any
condition of and/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 Offeror to so extend, re-open, amend,
waive any condition of and/or terminate the Offer.

Bondholders are advised to check with any bank, securities broker, custodian,
trust company, direct participant or other intermediary through which they
hold Bonds when such intermediary would need to receive Tender Instructions
from a Bondholder in order for that Bondholder to be able to participate in,
or (in the limited circumstances in which revocation is permitted) revoke
their Tender Instruction to participate in, the Offer by the deadlines set
out above. The deadlines set by any such intermediary and each Clearing System
for the submission and revocation of Tender Instructions will be earlier than
the relevant deadlines set out above and in the Tender Offer Memorandum.

Rationale for the Offer

The Offeror is seeking to refinance some or all of a loan (the Loan) made by
the Issuer from the proceeds of the issue of the Bonds. The Issuer has
accordingly made an offer to issue new sterling-denominated 7.50 per cent.
bonds due 7 July 2030 and secured on a loan to the Offeror (the New Bonds)
under a prospectus dated 2 June 2025 (the New Bonds Prospectus). The proceeds
of the New Bonds, if issued, will be advanced as a new loan to the Offeror
(the New Loan). The Offeror will use some or all of the proceeds of the New
Loan to purchase Bonds validly tendered and accepted for purchase in
accordance with this Offer.

As further described below, if insufficient investors (including insufficient
holders of the Bonds) subscribe for New Bonds the Offeror will not be able to
purchase all Bonds tendered and may have to accept either only a proportion of
Bonds tendered or none at all.

The Bonds purchased by the Offeror shall be immediately surrendered to or to
the order of the Issuer for cancellation. Following such surrender, a
principal amount of the Loan equal to the principal amount of the Bonds being
surrendered shall be deemed to be prepaid.

Details of the Offer

Purchase Price, Purchase Amount and Accrued Interest

The Offeror will pay, for Bonds validly tendered and accepted by it for
purchase pursuant to the Offer, a cash purchase price equal to 98.00 per
cent. (the Purchase Price) of the principal amount of the relevant Bonds (the
Purchase Amount).

The Offeror will, in addition to the Purchase Amount, also pay an Accrued
Interest Payment in respect of Bonds accepted for purchase pursuant to the
Offer.

Maximum Acceptance Amount and Scaling

If the Offeror decides to accept any Bonds for purchase pursuant to the Offer,
it proposes that the aggregate principal amount of Bonds it will accept for
purchase pursuant to the Offer will be equal to the lower of (i) the gross
proceeds of the New Bonds (excluding any Retained New Bonds) (as defined in
the Tender Offer Memorandum) to be issued divided by the Purchase Price and
(ii) £25 million in principal amount of the Bonds (the Maximum Acceptance
Amount) although the Offeror reserves the right, in its sole and absolute
discretion, to accept significantly more or significantly less than such
amount, or to accept none of such Bonds, for purchase pursuant to the Offer
(the final aggregate principal amount accepted for purchase pursuant to the
Offer being the Final Acceptance Amount).

Subject to the Priority of Acceptance as described below, tenders of Bonds may
be pro-rated as set out in the Tender Offer Memorandum. The Final Acceptance
Amount will be announced with the results of the Offer.

New Financing Condition

The Issuer announced today its intention to issue the New Bonds, subject to
market conditions. The New Bonds Prospectus prepared by the Issuer in
connection with the proposed issue of the New Bonds is available to eligible
investors for viewing on the Issuer's website at https://rcb-bonds.com/bonds/
new-issues.

Whether the Offeror will accept for purchase any Bonds validly tendered in
the Offer is subject, without limitation, to the successful completion (in
the sole determination of the Offeror) of the issue of the New Bonds (the New
Financing Condition). If the New Financing Condition is not met, the Offeror
may not accept any Bonds for purchase.

The New Financing Condition may not be met if insufficient investors
(including insufficient holders of the Bonds) subscribe for New Bonds. See
"Allocation of the New Bonds" below.

Even if the New Financing Condition is satisfied, the Offeror is not under
any obligation to accept for purchase any Bonds tendered pursuant to the
Offer.

Allocation of New Bonds

As set out in the New Bonds Prospectus, when considering allocation of the New
Bonds, the Issuer may give preference to those Bondholders who, prior to such
allocation, have validly tendered or have given a firm intention to the
Offeror or the Dealer Manager that they intend to tender their Bonds for
purchase pursuant to the Offer. Therefore, a Bondholder who wishes to
subscribe for New Bonds in addition to tendering its existing Bonds for
purchase pursuant to the Offer may be eligible to receive, at the sole and
absolute discretion of the Issuer, priority in the allocation of the New
Bonds, subject to the issue of the New Bonds and such Bondholder making a
separate application for the purchase of such New Bonds to the Dealer Manager
(in its capacity as manager of the issue of the New Bonds) in accordance with
the standard new issue procedures of the Dealer Manager or as otherwise
provided for in the New Bonds Prospectus. Any such preference will, subject to
the sole and absolute discretion of the Issuer, be applicable up to the
aggregate nominal amount of Bonds tendered or firmly intended to be tendered
by such Bondholder pursuant to the Offer. However, the Issuer is not obliged
to allocate any New Bonds to a Bondholder who has validly tendered or
indicated a firm intention to tender its Bonds for purchase pursuant to the
Offer and, if New Bonds are so allocated, the nominal amount thereof may be
less or more than the nominal amount of Bonds tendered by such Bondholder and
accepted for purchase by the Offeror pursuant to the Offer. Any such
allocation will also, among other factors, take into account the minimum
denomination of the New Bonds (which will be £100).

Existing Bondholders should note that the allocation of the New Bonds is
expected to take place after the Expiration Deadline for the Offer. Any
Bondholder who wishes to subscribed for New Bonds in addition to tendering
their Bonds for purchase pursuant to the Offer should provide, as soon as
practicable, to the Offeror or the Dealer Manager, an indication of its firm
intention to tender its Bonds for purchase and the principal amount of the
Bonds that it intends to tender pursuant to the Offer.

Priority of Acceptance

Bondholders who have subscribed for New Bonds in addition to tendering their
Bonds for purchase pursuant to the Offer can receive Priority of Acceptance
(over those who have not subscribed for New Bonds) through the use of an
Acceptance Code for the acceptance of their Bonds in the Offer.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Amount and
the Accrued Interest Payment pursuant to, the Offer, Bondholders must validly
tender their Bonds by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the Tender Agent by
4.00 p.m. (London time) on 23 June 2025, 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 the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum principal amount
of Bonds of no less than £100, being the minimum denomination of the Bonds,
and may be submitted in integral multiples of £100 thereafter. Tender
Instructions which relate to a principal amount of Bonds of less than £100
will be rejected.

A separate Tender Instruction must be completed on behalf of each beneficial
owner.

Tender Instructions may be submitted as Tender Only Instructions or as Tender
and Priority Acceptance Instructions.

When submitting a Tender Only Instruction via the relevant Clearing System, a
Bondholder (or the relevant Direct Participant on its behalf) must follow the
procedures described in the Clearing System Notice as being applicable to
"Option 1 - Tender Only Instructions".

When submitting a Tender and Priority Acceptance Instruction via the relevant
Clearing System, a Bondholder (or the relevant Direct Participant on its
behalf) must follow the procedures described in the Clearing System Notice as
being applicable to "Option 2 - Tender and Priority Acceptance Instructions".

See "Procedures for Participating in the Offer" in the Tender Offer
Memorandum for further information.

Announcement of Results

Unless stated otherwise, announcements in connection with the Offer will be
made by the Issuer (i) by publication via the Regulatory News Service operated
by the London Stock Exchange plc and (ii) by the delivery of notices to the
Clearing Systems and Euroclear UK & International Limited for
communication to Direct Participants. Such announcements may also be made on
the relevant Informa IGM Insider Screen and/or 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 Agent, the
contact details for which are below. Significant delays may be experienced
where notices are delivered to the Clearing Systems and Bondholders are urged
to contact the Tender Agent for the relevant announcements during the course
of the Offer. In addition, Bondholders may contact the Dealer Manager for
information using the contact details below.

The Issuer will announce the Offeror's decision of whether to accept (subject
to satisfaction (or waiver) of the New Financing Condition on or prior to the
Settlement Date) valid tenders of Bonds pursuant to the Offer and, if so, the
aggregate principal amount of Bonds accepted for purchase pursuant to the
Offer, the Maximum Acceptance Amount, the Final Acceptance Amount, the amount
of Priority Bonds and Tender Only Bonds accepted and the pro-ration factor for
the Priority Bonds or Tender Only Bonds, if applicable, as soon as reasonably
practicable following the allocation of the New Bonds.

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

 Dealer Manager
 Allia C&C Ltd                  Henrietta Podd  +44 20 3039 3460

 Tender Agent
 Kroll Issuer Services Limited  Owen Morris     +44 20 7704 0880

                                                belong@is.kroll.com (mailto:belong@is.kroll.com)

                                                https://deals.is.kroll.com/belong

Questions and requests for assistance in connection with (i) the Offer may be
directed to the Dealer Manager and (ii) the delivery of Tender Instructions
may be directed to the Tender Agent, the contact details for each of which are
set out above.

This announcement contains information that qualified or may have qualified
as inside information for the purposes of Article 7 of the UK Market Abuse
Regulation, encompassing information relating to the Offer described above.
For the purposes of the UK Market Abuse Regulation, this announcement is made
by John Tattersall, Chair, RCB Bonds PLC.

LEI Number: 21380081925ENBZ6KM68

 

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 Bondholder is in any doubt as to 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 Bonds 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 Bonds pursuant to the Offer. None of
the Offeror, the Issuer, the Dealer Manager or the Tender Agent makes any
recommendation whether Bondholders should tender Bonds pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

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 Offeror, the Issuer, the Dealer Manager and the Tender Agent to
inform themselves about, and to observe, any such restrictions.

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 Bonds 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, 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 Bonds in the Offer resulting directly
or indirectly from a violation of these restrictions will be invalid and any
purported tender of Bonds 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 of
securities for sale in the United States or to U.S. persons (as defined in
Regulation S of the Securities Act). 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 New Bonds 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.

Each Bondholder participating in the Offer will represent that it is not
located in the United States and 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
paragraphs, United States means 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.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any
other document or materials relating to the Offer have 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. Bondholders or beneficial owners of the Bonds that are located in
Italy can tender their Bonds for purchase 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 Bonds or the Offer.

United Kingdom

The communication by the Issuer of this announcement, 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 (the FSMA). 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 is
exempt from the restriction on financial promotions under section 21 of the
FSMA on the basis that it is only directed at and may be communicated to (1)
persons who have professional experience in matters relating to investments,
being investment professionals as defined in Article 19 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the FPO); (2)
persons who fall within Article 43 of the FPO ("Members and creditors of
certain bodies corporate"); (3) persons who fall within Article 49 of the FPO
("high net worth companies, unincorporated associations etc."); or (4) any
other persons to whom these documents and/or materials may lawfully be
communicated. This communication is being made by the Issuer. Any investment
or investment activity to which the Tender Offer Memorandum relates is
available only to such persons or will be engaged only with such persons and
other persons should not rely on it.

France

The Offer is not being made, directly or indirectly, to the public in the
Republic of France. This announcement, the Tender Offer Memorandum and any
other offering material relating to the Offer may not be distributed in the
Republic of France except to qualified investors as defined in Article 2(e)
of Regulation (EU) 2017/1129 (the Prospectus Regulation). The Tender Offer
Memorandum has not been submitted for clearance to the Autorité des Marchés
Financiers.

Belgium

The Offer is not being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer within the
meaning of Article I.1, 2° of the Belgian Code of Economic Law, as amended
from time to time (a Belgian Consumer) and this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the Offer have not
been and shall not be distributed, directly or indirectly, in Belgium to
Belgian Consumers.

General

Neither this announcement nor the Tender Offer Memorandum constitutes an
offer to buy or the solicitation of an offer to sell Bonds (and tenders of
Bonds in the Offer will not be accepted from Bondholders) 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 the Dealer Manager or its
affiliates are such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made by the Dealer Manager or such affiliate, as
the case may be, on behalf of the Offeror in such jurisdiction.

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