REG - Principality Bld Soc - Tender Offer

Lloyds BankingAnnouncement

11/07/2023 13:45

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RNS Number : 6748F  Principality Building Society  11 July 2023

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 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, AS AMENDED
(the EUWA).

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, OR AT ANY ADDRESS 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 AND 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 IN OR INTO
ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.

 

PRINCIPALITY BUILDING SOCIETY ANNOUNCES THE RESULTS

OF ITS CASH TENDER OFFER

11 July 2023. Further to its announcements dated 3 July 2023 and 5 July 2023,
Principality Building Society (the Offeror) announces today the results of its
invitation to holders of its outstanding £300,000,000 2.375 per cent. Notes
due 23 November 2023 (ISIN: XS1722899165) (the Notes) to tender their Notes
for purchase by the Offeror for cash subject to the satisfaction (or waiver)
of the New Issue Condition (as defined in the Tender Offer Memorandum (as
defined below)) and the other conditions described in the Tender Offer
Memorandum  (such invitation, the Offer).

The Offer was made on the terms and subject to the conditions contained in the
tender offer memorandum dated 3 July 2023 (the Tender Offer Memorandum)
prepared by the Offeror in connection with the Offer. Capitalised terms used
but not otherwise defined in this announcement shall have the meanings given
to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 10 July
2023.

The Offeror received valid tenders of £244,785,000 in aggregate nominal
amount of the Notes for purchase pursuant to the Offer.

The Offeror announces that it has decided to set the Final Acceptance Amount
at £244,785,000 and, therefore, subject to the satisfaction (or wavier) of
the New Issue Condition on or prior to the Settlement Date, it will accept for
purchase all Notes validly tendered pursuant to the Offer in full, with no pro
rata scaling.

The Purchase Price the Offeror will pay for those Notes validly tendered and
accepted for purchase pursuant to the Offer is 98.80 per cent. of their
nominal amount, and the Offeror will also pay an Accrued Interest Payment in
respect of such Notes.

Subject to the satisfaction of the New Issue Condition, settlement of the
purchase of the relevant Notes pursuant to the Offer is expected to take place
on 13 July 2023, after which £55,215,000 in aggregate nominal amount of the
Notes will remain outstanding.

Barclays Bank PLC (Telephone: +44 (0) 20 3134 8515; Attention: Liability
Management Group; Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com) ), BNP
Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability Management Group;
Email: liability.management@bnpparibas.com
(mailto:liability.management@bnpparibas.com) ) and Lloyds Bank Corporate
Markets plc (Telephone: +44 (0) 207 158 1726 / 3939; Attention: Liability
Management Group; Email: LBCMLiabilityManagement@lloydsbanking.com
(mailto:LBCMLiabilityManagement@lloydsbanking.com) ) are acting as Joint
Dealer Managers for the Offer.

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Jacek
Kusion; Email: principality@is.kroll.com (mailto:principality@is.kroll.com) ;
Offer Website: https://deals.is.kroll.com/principality
(https://deals.is.kroll.com/principality) ) is acting as Tender Agent for the
Offer.

---

MARKET ABUSE REGULATION: This announcement is released by Principality
Building Society 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 party 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 Iain Mansfield, Chief Financial
Officer of Principality Building Society.

Legal Entity Identifier (LEI) of Principality Building Society:
2138003CSNVJEPFZ3U52

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 Offeror, the Joint Dealer
Managers and the Tender Agent to inform themselves about, and to observe, any
such restrictions. The Offer has now expired and it is no longer possible for
holders of the Notes to submit Tender Instructions to participate in the
Offer.

 http://www.rns-pdf.londonstockexchange.com/rns/6748F_1-2023-7-11.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/6748F_1-2023-7-11.pdf)

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