REG - Legal & General Grp - Tender Offer - Maximum Acceptance Amount

Legal & GeneralAnnouncement

26/03/2025 07:16

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RNS Number : 1401C  Legal & General Group Plc  26 March 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) NO. 596/2014 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

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

 

 

 Legal & General Group Plc

(incorporated with limited liability in England with registered number
01417162)

announces the Maximum Acceptance Amount for the tender offer for its
£600,000,000 Fixed Rate Reset Subordinated Notes due 2045 (ISIN:
XS1310962839)

26 March 2025

On 25 March 2025, Legal & General Group Plc (the Offeror) announced an
invitation to holders of its outstanding £600,000,000 Fixed Rate Reset
Subordinated Notes due 2045 (ISIN: XS1310962839) (the "Notes") to tender their
outstanding Notes for purchase by the Offeror for cash up to the Maximum
Acceptance Amount (as defined below), subject as set out in the tender offer
memorandum dated 25 March 2025 (the "Tender Offer Memorandum") prepared by the
Offeror (such invitation, the "Offer").

The Offeror now announces the Maximum Acceptance Amount for the Offer.

The Offer is being made on the terms and subject to the satisfaction (or
waiver) of the New Financing Condition and the other conditions contained in
the Tender Offer Memorandum, and is subject to the offer restrictions set out
below and as more fully described in the Tender Offer Memorandum. Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum.

Following the pricing yesterday of the Offeror's proposed issuance of new
sterling-denominated Tier 2 notes (the "New Notes"), the Maximum Acceptance
Amount (being the maximum aggregate nominal amount of Notes the Offeror
proposes (subject to the satisfaction or waiver of the New Financing Condition
on or prior to the Settlement Date) to accept for purchase pursuant to the
Offer) has been set by the Offeror at £600,000,000 in aggregate nominal
amount of the Notes. The Offeror reserves the right, in its sole discretion,
to accept significantly less than (or none of) such amount of Notes for
purchase pursuant to the Offer.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for, participating in the Offer,
and to carefully consider all of the information contained therein before
making a decision whether to tender Notes pursuant to the Offer. Copies of the
Tender Offer Memorandum are (subject to distribution restrictions) available
from the Tender Agent as set out below.

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

 THE OFFEROR

 Legal & General Group Plc

 One Coleman Street

 London EC2R 5AA

 United Kingdom
 THE DEALER MANAGERS

 Banco Santander, S.A.                              Barclays Bank PLC

 Ciudad Grupo Santander,                            1 Churchill Place

 Edificio Encinar, Avenida de Cantabria s/n         London E14 5HP

 28660, Boadilla del Monte,                         United Kingdom

 Madrid, Spain

                                                    Telephone: +44 20 3134 8515

 Attention: Liability Management                    Attention: Liability Management Group

 Email: LiabilityManagement@gruposantander.com      Email: eu.lm@barclays.com

 Citigroup Global Markets Limited                   J.P. Morgan Securities plc

 Citigroup Centre                                   25 Bank Street

 Canada Square                                      Canary Wharf

 Canary Wharf                                       London E14 5JP

 London E14 5LB                                     United Kingdom

 United Kingdom                                     Telephone: +44 20 7134 2468

                                                    Attention: EMEA Liability Management Group

 Telephone: +44 20 7986 8969                        Email: liability_management_EMEA@jpmorgan.com

 Attention: Liability Management Group

 Email: liabilitymanagement.europe@citi.com

 Lloyds Bank Corporate Markets plc                  Merrill Lynch International

 33 Old Broad Street                                2 King Edward Street

 London EC2N 1HZ                                    London EC1A 1HQ

 United Kingdom                                     United Kingdom

 Telephone: +44 20 7158 1726 / 1719                 Telephone: +44 20 7996 5420

 Attention: Liability Management Group              Attention: Liability Management Team

 Email: lbcmliabilitymanagement@lloydsbanking.com   Email: dg.lm-emea@bofa.com
 THE TENDER AGENT
 Kroll Issuer Services Limited

 The News Building

 3 London Bridge Street

 London SE1 9SG

 United Kingdom

 Telephone: +44 20 7704 0880

 Attention: David Shilson

 Email: landg@is.kroll.com

 Offer Website: https://deals.is.kroll.com/landg

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) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK
MAR"), encompassing information relating to the Offer described above. For the
purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU)
No. 2016/1055 as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018, this announcement is made by Geoffrey Timms,
Group General Counsel at the Offeror.

LEI Number: 213800JH9QQWHLO99821

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
contents of this announcement and/or the Tender Offer Memorandum, or is unsure
of the impact of the Offer or the action it should take, it is recommended to
seek its own financial, legal and other advice, including in respect of any
financial, accounting, regulatory, legal and tax consequences, immediately
from its broker, bank, solicitor, accountant or other independent financial,
tax or legal adviser.  Noteholders should consult with their own advisers as
needed to assist them in making an investment decision and to advise them
whether they are legally permitted to tender Notes for cash.  Any individual
or company whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must contact such
entity if it wishes to tender such Notes pursuant to the Offer.

The Dealer Managers are acting exclusively for the Offeror and no one else in
connection with the arrangements described in this announcement and the Tender
Offer Memorandum and will not be responsible to any Noteholder for providing
any protections which would be afforded to clients of the Dealer Managers or
for providing advice in relation to the Offer. None of the Offeror, the Dealer
Managers or the Tender Agent (or any director, officer, employee, agent,
adviser or affiliate of any such person) has made or will make any assessment
of the merits and risks of the Offer or of the impact of the Offer on the
interests of the Noteholders, either as a class or as individuals, and none of
them makes any representation or recommendation whatsoever regarding the
Offer, or any recommendation as to whether Noteholders should tender Notes in
the Offer. None of the Offeror, the Dealer Managers or the Tender Agent (or
any of their respective directors, officers, employees agents or affiliates)
is providing Noteholders with any legal, business, tax, investment or other
advice in this announcement and/or the Tender Offer Memorandum, and none of
the Offeror, the Dealer Managers or the Tender Agent (or any of their
respective directors, officers, employees, agents, advisers or affiliates)
will have any liability or responsibility in respect thereof.

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 come(s) are
required by each of the Offeror, the Dealer Managers and the Tender Agent to
inform themselves about, and to observe, any such restrictions.

Nothing in this announcement nor the Tender Offer Memorandum constitutes an
offer to buy or the solicitation of an offer to sell 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 any Dealer Manager or any of the Dealer
Managers' respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager
or affiliate, as the case may be, on behalf of the Offeror in such
jurisdiction.

Nothing in this announcement and/or the Tender Offer Memorandum or the
electronic transmission hereof or thereof constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States or any
other jurisdiction. No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of securities.
The minimum denomination of the New Notes will be £100,000.

In addition to the representations referred to below in respect of the United
States, each Noteholder participating in the Offer will also be deemed to give
certain representations in respect of the other jurisdictions referred to
below and generally as set out in "Procedures for Participating in the Offer"
in the Tender Offer Memorandum.  Any tender of Notes for purchase pursuant to
the Offer from a Noteholder that is unable to make these representations will
not be accepted.  Each of the Offeror, each Dealer Manager and the Tender
Agent reserves the right, in its absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Offer, whether
any such representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Offeror determines (for any
reason) that such representation is not correct, such tender shall not be
accepted.

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 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
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 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 under the Securities Act (each a "U.S. Person")). Securities may
not be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act.  The New
Notes 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, in the
United States or to, or for the account or benefit of, U.S. Persons.

Each Noteholder 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
two 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.
Noteholders or beneficial owners of the Notes that are located in Italy can
tender some or all of their Notes 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
Notes and/or the Offer.

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.
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 (the "Financial Promotion Order")) or persons who are
within Article 43 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in the
Republic of France ("France").  This announcement, the Tender Offer
Memorandum and any other document or material relating to the Offer may be
distributed in France only to qualified investors (investisseurs qualifiés)
as defined in Article 2(e) of Regulation (EU) No. 2017/1129. None of this
announcement, the Tender Offer Memorandum or any other such document or
material has been or will be submitted for clearance to, nor approved by, the
Autorité des marchés financiers.

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