REG - Lloyds Of London - The Society of Lloyd’s announces a Tender Offer
05/12/2022 10:00
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RNS Number : 5809I Lloyds Of London 05 December 2022
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).
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 IN OR
INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
The Society of Lloyd's announces a Tender Offer
5 December 2022
The Society of Lloyd's (the Company) announces today invitations to holders of
the Company's outstanding £500,000,000 4.750 per cent. Fixed Rate
Subordinated Notes due 30 October 2024 (the Notes) to tender their Notes for
purchase by the Company for cash (such invitation the Offer).
The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 5 December 2022 (the Tender Offer
Memorandum) prepared by the Company 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 of the Offer
Description ISIN / Outstanding Nominal Amount Benchmark Security Purchase Spread Maximum Acceptance Amount
of the Notes
Common Code
£500,000,000 4.750 per cent. Fixed Rate Subordinated Notes due 2024 XS1130913558 / 113091355 £500,000,000 2.75 per cent. UK Treasury Gilt due 7 September 2024 (ISIN: GB00BHBFH458) 200 bps £250,000,000
Rationale for the Offer
The Offer is being made to optimise the Company's capital structure and debt
maturity profile. Notes purchased by the Company pursuant to the Offer will be
cancelled and will not be re-issued or re-sold. Notes which have not been
validly submitted and accepted for purchase pursuant to the Offer will remain
outstanding
Purchase Price and Accrued Interest
The Company will pay, on the Settlement Date, for Notes validly tendered and
accepted for purchase by it pursuant to the Offer a purchase price for such
Notes (the Purchase Price) to be determined at or around 1.00 p.m. (London
time) (the Pricing Time) on 12 December 2022 (the Pricing Date) in the manner
described in the Tender Offer Memorandum by reference to the annualised sum
(such sum, the Purchase Yield) of (i) the purchase spread of 200 bps (the
Purchase Spread) and (ii) the Benchmark Security Rate.
The Purchase Price will be determined in accordance with market convention and
expressed as a percentage of the nominal amount of the Notes accepted for
purchase pursuant to the Offer (rounded to the nearest 0.001 per cent., with
0.0005 per cent. rounded upwards) and is intended to reflect a yield to the
maturity date of the Notes on the Settlement Date based on the Purchase Yield.
Specifically, the Purchase Price will equal (a) the value of all remaining
payments of principal and interest on the Notes up to and including the
scheduled maturity date of the Notes (being 30 October 2024), discounted to
the Settlement Date at a discount rate equal to the Purchase Yield, minus (b)
Accrued Interest.
The Company will also pay an Accrued Interest Payment in respect of any Notes
accepted for purchase pursuant to the Offer.
Final Acceptance Amount and Pro-ration
Final Acceptance Amount
If the Company decides to accept any validly tendered Notes for purchase
pursuant to the Offer, the Company proposes that the aggregate nominal amount
of Notes it will accept for purchase will be no greater than £250,000,000
(the Maximum Acceptance Amount) although the Company reserves the right, in
its sole discretion, to accept significantly less than such amount for
purchase pursuant to the Offer (the final aggregate amount of Notes accepted
for purchase pursuant to the Offer being the Final Acceptance Amount).
Pro-ration
If the Company decides to accept any validly tendered Notes for purchase
pursuant to the Offer and the aggregate nominal amount of Notes validly
tendered for purchase pursuant to the Offer is greater than the Final
Acceptance Amount, the Company intends to accept such Notes for purchase on a
pro rata basis such that the aggregate nominal amount of Notes accepted for
purchase pursuant to the Offer is no greater than the Final Acceptance Amount.
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
4.00 p.m. (London time) on 9 December 2022, unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer Memorandum (the
Expiration Deadline). See "Procedures for Participating in the Offer" in the
Tender Offer Memorandum.
Tender Instructions will be irrevocable except in the limited circumstances
described in "Amendment and Termination" in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of no less than £100,000, being the minimum denomination for the
Notes, and may thereafter be submitted in integral multiples of £1,000.
Indicative Timetable for the Offer
Events Times and Dates
(All times are London time)
Commencement of the Offer Monday 5 December 2022
Offer announced. Tender Offer Memorandum available on the Offer Website and
from the Tender Agent.
Expiration Deadline 4.00 p.m. on Friday 9 December 2022
Final deadline for receipt of valid Tender Instructions by the Tender Agent in
order for Noteholders to be able to participate in the Offer.
Announcement of Indicative Results
Announcement by the Company of the aggregate nominal amount of Notes validly Prior to the Pricing time on the Pricing Date
tendered in the Offer, together with a non-binding indication of the level at
which it expects to set the Final Acceptance Amount and (if applicable)
indicative details of the Pro-ration Factor that will apply in the event that
the Company decides to accept valid tenders of Notes pursuant to the Offer.
Pricing Time
Determination of the Benchmark Security Rate, the Purchase Yield and the At or around 1.00 p.m. on Monday 12 December 2022
Purchase Price on the Pricing Date.
Announcement of Final Results and Pricing
Announcement of whether the Company will accept valid tenders of Notes As soon as reasonably practicable after the Pricing Time on Monday 12 December
pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the 2022
Benchmark Security Rate, the Purchase Yield, the Purchase Price, (if
applicable) the Pro-ration Factor that will be applied to valid tenders of
Notes and the aggregate nominal amount of Notes that will remain outstanding
after the Settlement Date.
Settlement Date Tuesday 13 December 2022
The expected Settlement Date for the Offer.
The above times and dates are indicative only and subject to the right of the
Company to extend, re-open, amend, waive any condition of and/or terminate the
Offer (subject to applicable law and as provided in the Tender Offer
Memorandum). 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 before the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for the
submission of Tender Instructions will be earlier than the relevant deadlines
specified above. See "Procedures for Participating in the Offer" 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 made on the relevant Reuters Insider Screen and 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.
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 below.
Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention: Liability
Management Group; Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com) ) is
acting as Dealer Manager for the Offer.
Kroll Issuer Services Limited (Telephone: + 44 20 7704 0880; Attention: Harry
Ringrose; Email: lloyds@is.kroll.com; Offer Website:
https://deals.is.kroll.com/lloyds (https://deals.is.kroll.com/lloyds) ) is
acting as Tender Agent for the Offer.
This announcement is released by The Society of Lloyd's and contains
information that qualified or may have qualified as inside information for the
purposes of Article 7 of the Onshored 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 Offer described above. For the purposes of MAR and
the Implementing Technical Standards, this announcement is made on behalf of
The Society of Lloyd's by Burkhard Keese, Chief Financial Officer at The
Society of Lloyd's.
LEI Number: 213800O2FTUPFGPH3J11
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 the Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial 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 Company, 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 come(s) are
required by each of the Company, the Dealer Manager 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 a solicitation of an offer to sell the Notes (and tenders of Notes in the
Offer will not be accepted from any Noteholders) in any circumstances in which
such offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an 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, such
Offer shall be deemed to be made by such Dealer Manager or such affiliate, as
the case may be, on behalf of the Company in such jurisdiction.
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 or to any U.S. Person (as
defined in Regulation S of the United States Securities Act of 1933, as
amended (each a U.S. Person)). 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 any U.S. Person. Accordingly, copies of this 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 a U.S.
Person. 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, a
U.S. Person, by any person acting for the account or benefit of a U.S. Person,
or by 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 is not a
U.S. Person, 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 and is not a U.S. Person. 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 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 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 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 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 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 only qualified
investors are eligible to participate in the Offer. Neither this announcement
nor the Tender Offer Memorandum has been and will not be submitted for
clearance to nor approved by the Autorité des Marchés Financiers.
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