REG - Kennedy Wilson EU - Tender Offer

Kennedy-Wilson HoldingsAnnouncement

04/11/2022 09:00

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RNS Number : 2903F  Kennedy Wilson Europe Real Estate  04 November 2022

Kennedy Wilson Europe Real Estate Limited Announces Tender Offer for its
EUR550,000,000 3.250 per cent. Notes due 2025

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

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 TO ANY
U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (the Securities Act)) OR INTO ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).

4 November 2022.  Kennedy Wilson Europe Real Estate Limited (the Offeror)
announces today its invitation to holders of its EUR550,000,000 3.250 per
cent. Notes due 2025 (ISIN: XS1321149434) (the Notes) to tender their Notes
for purchase by the Offeror for cash (the Offer).  The Offer is being made on
the terms and subject to the conditions contained in the tender offer
memorandum dated 4 November 2022 (the Tender Offer Memorandum) prepared by the
Offeror, 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 Agent 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:

 

 Description of the Notes                       ISIN/ Common Code         Outstanding Nominal Amount  Purchase Price  Maximum Acceptance Amount
 EUR550,000,000 3.250 per cent. Notes due 2025  XS1321149434 / 132114943  EUR550,000,000              82 per cent.    Subject as set out in the Tender Offer Memorandum, up to EUR150,000,000 in

               aggregate nominal amount

Rationale for the Offer

The purpose for the Offer is to provide liquidity to those holders whose Notes
are accepted. Simultaneously, the Offer will enable the Offeror to optimise
its balance sheet structure and future interest expense, whilst maintaining a
prudent approach to liquidity.  Notes purchased by the Offeror pursuant to
the Offer will be cancelled and will not be re-issued or re-sold.

Details of the Offer

Purchase Price

The Offeror will pay for Notes accepted by it for purchase pursuant to the
Offer a price equal to 82 per cent. of the nominal amount of the relevant
Notes (the Purchase Price).

Accrued Interest

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

For the avoidance of doubt, in respect of the interest payment date for the
Notes falling on 12 November 2022, all Noteholders will receive an interest
payment in respect of the Notes they hold in accordance with the terms and
conditions of the Notes. In addition, Noteholders whose Notes are accepted for
purchase pursuant to the Offer will receive an Accrued Interest Payment in
respect of the period from (and including) the immediately preceding interest
payment date for the Notes (i.e., 12 November 2022) to (but excluding) the
Settlement Date.

Final Acceptance Amount and pro rata scaling

The Offeror proposes to accept for purchase pursuant to the Offer up to
EUR150,000,000 in aggregate nominal amount of the Notes (the Maximum
Acceptance Amount), although the Offeror reserves the right, in its sole and
absolute discretion, to accept significantly more or significantly less than
(or none of) such amount for purchase pursuant to the Offer (the final
aggregate nominal amount of Notes accepted for purchase pursuant to the Offer
being the Final Acceptance Amount).

If the aggregate nominal amount of Notes validly tendered for purchase
pursuant to the Offer is greater than the Final Acceptance Amount, Notes may
be accepted for purchase on a pro rata basis, as fully described in the Tender
Offer Memorandum.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
Accrued Interest Payment pursuant to, the Offer, Noteholders must validly
tender their Notes by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the Tender Agent by
5.00 p.m. (CET) on 10 November 2022.  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 nominal amount
of Notes of no less than EUR100,000, being the minimum denomination of the
Notes, and may be submitted in integral amounts of EUR100,000 thereafter.

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

Indicative Timetable for the Offer

 Events                                                                           Times and Dates

                                                                                  (All times are CET)
 Commencement of the Offer

 Offer announced.  Tender Offer Memorandum available from the Offer Website       Friday, 4 November 2022
 and from the Tender Agent.
 Expiration Deadline

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in   5.00 p.m. on
 order for Noteholders to be able to participate in the Offer.

                                                                                  Thursday, 10 November 2022
 Announcement of Results

 Announcement of whether the Offeror will accept valid tenders of Notes           As soon as reasonably practicable on Friday, 11 November 2022
 pursuant to the Offer and, if so accepted, the Final Acceptance Amount and
 details of any pro rata scaling.
 Settlement Date

 Expected Settlement Date for the Offer.                                          Wednesday, 16 November 2022

 Payment of the Purchase Price and Accrued Interest for any Notes accepted for    (which is three Business Days following the announcement of results)
 purchase and settlement of such purchases.

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.

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.  The
deadlines set by any such intermediary and each Clearing System for the
submission and withdrawal of Tender Instructions will be earlier than the
relevant deadlines set out above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be
made (i) by publication through RNS and (ii) by the delivery of notices to the
Clearing Systems for communication to Direct Participants.  Such
announcements may also be found on the relevant Reuters Insider Screen and be
made 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 Noteholders are urged to contact the Tender Agent for the
relevant announcements during the course of the Offer.  In addition,
Noteholders may contact the Dealer Manager 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.

J.P. Morgan Securities plc (Telephone: +44 20 7134 2468; Attention: Liability
Management; Email: liability_management_EMEA@jpmorgan.com) is acting as Dealer
Manager for the Offer and Kroll Issuer Services Limited (Telephone: +44 20
7704 0880; Attention: Thomas Choquet; Email: kennedywilson@is.kroll.com; Offer
Website: https://deals.is.kroll.com/kennedywilson
(https://deals.is.kroll.com/kennedywilson) ) is acting as Tender Agent.

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 is released by the Offeror 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
United Kingdom domestic law by virtue of the EUWA (UK MAR), encompassing
information relating to the Offer described above. For the purposes of UK MAR
and the Implementing Technical Standards, this announcement is made by Padmini
Singla, General Counsel, Europe of the Offeror.

LEI Number: 213800WIL553Z1T6DZ52

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
content of this announcement, 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
Offeror, the Dealer Manager or the Tender Agent or any of their respective
directors, employees or affiliates makes any recommendation whether
Noteholders should tender Notes pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and/or 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 Dealer Manager and the Tender Agent to
inform themselves about, and to observe, any such restrictions.  Neither this
announcement nor the Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the 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 the Dealer Manager or any of the Dealer Manager's
affiliates is 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 jurisdictions.

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 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.

Each Noteholder participating in the Offer will represent that it or any
beneficial owner of the Notes or any person on whose behalf such person is
acting is not a U.S. person (as defined in Regulation S under the Securities
Act) or located and/or resident in the United States and will not be located
and/or resident in the United States at the time of the submission of its
Tender Instruction. For the purposes of this and the above paragraph, 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 documents 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. Accordingly, Holders or beneficial owners of the Notes that are
located in Italy can tender 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.

United Kingdom.  The communication 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, 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, as amended
(the Financial Promotion Order)) or persons who are within Article 43(2) of
the Financial Promotion Order, or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order. Any investment or
investment activity to which this announcement, the Tender Offer Memorandum
and any other documents or materials relating to the Offer relate 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 Offer is not being made, directly or indirectly, to the public
in France (other than to qualified investors).  This announcement, the Tender
Offer Memorandum 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, as amended and in
accordance with Articles L.411-1 and L.411-2 of the French Code monétaire et
financier and applicable regulations thereunder. Neither this announcement nor
the Tender Offer Memorandum has been or will be submitted for clearance to or
approved by the Autorité des marches financiers.

 

 

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