REG - Macquarie Group Ltd - Tender Offer-Fixed/Floating Rate due 5 March 2025

MacquarieAnnouncement

26/03/2019 10:15

RNS Number : 0268U
Macquarie Group Ltd
26 March 2019
 


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA ("UNITED STATES") OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
Macquarie Group Limited (the "Company") announces Invitation to Tender for Purchase its outstanding €500,000,000 Fixed-to-Floating Rate Unsubordinated PD Debt Instruments due 5 March 2025 (ISIN: XS1784246701) (the "Instruments"), in an aggregate nominal amount up to, at the Company's discretion, €100,000,000.
The Company today announces its invitation (the "Offer") to all holders ("Holders") of the outstanding Instruments to tender their Instruments for purchase for cash as described in the Tender Offer Memorandum dated 26 March 2019 ("Tender Offer Memorandum").  The Offer is being made upon the terms and subject to the conditions set forth in the Tender Offer Memorandum, and is subject to the offer and distribution restrictions set out therein.



Issuer





ISIN / Common Code


Outstanding Nominal Amount


Issuer Call Date


Offer Spread


Purchase Yield


Target Acceptance Amount




Macquarie Group Limited


XS1784246701 / 178424670


€500,000,000


5 March 2024


115 bps


Yield to the Issuer Call Date equal to the sum of the Interpolated Mid-Swap Rate and the Offer Spread


Subject as set out in the Tender Offer Memorandum, up to €100,000,000 in aggregate nominal amount



Copies of the Tender Offer Memorandum are available from the Tender Agent as set out below. Capitalised terms used in this announcement and not otherwise defined have the meanings given in the Tender Offer Memorandum.
Details of the Offer
The Offer begins on 26 March 2019 and will expire at 5.00 p.m., CET, on 2 April 2019 unless extended, re-opened or terminated as provided in the Tender Offer Memorandum (such time and date, as the same may be extended, the "Expiration Deadline").  Holders must validly tender the Instruments at or prior to the Expiration Deadline to receive the relevant Purchase Price and Accrued Interest Payment. 
The amounts payable by the Company on the settlement date ("Settlement Date", which is expected to be 5 April 2019) for the Instruments validly tendered and accepted by it for purchase pursuant to the Offer will be the sum of (1) a purchase price determined by reference to a fixed spread of 115 basis points ("Offer Spread") over the Interpolated Mid-Swap Rate at or around the Pricing Time (as described in the Tender Offer Memorandum), expressed as a percentage rounded to the third decimal place (with 0.0005 being rounded upwards) ("Purchase Yield") plus (2) accrued and unpaid interest on such Instruments from, and including, the immediately preceding interest payment date for the Instruments up to, but excluding, the Settlement Date ("Accrued Interest Payment"). 
If the Company decides to accept for purchase any Instruments under the Offer, the Company proposes that the maximum aggregate nominal amount of such Instruments (if any) which it will accept for purchase pursuant to the Offer will be an amount up to €100,000,000 in aggregate nominal amount of the Instruments, although the Company reserves the right, in its sole discretion, to accept more or less than (or none of) such amount of Instruments for purchase pursuant to the Offer (the final nominal amount accepted for purchase pursuant to the Offer being the "Acceptance Amount").
If the Company accepts any Instruments for purchase pursuant to the Offer and the aggregate nominal amount of the Instruments validly tendered pursuant to Tender Instructions is greater than the Acceptance Amount, the Company intends to accept such Instruments for purchase on a pro rata basis such that the aggregate nominal amount of all Instruments accepted for purchase is no greater than the Acceptance Amount, as more fully described in the Tender Offer Memorandum.
Instruments validly tendered at or prior to the Expiration Deadline and accepted for purchase by the Company shall be (1) settled, subject to the right of the Company to extend or amend or terminate, the Offer, on the Settlement Date, and (2) following such settlement, immediately cancelled.
Subject to applicable law, and as provided in the Tender Offer Memorandum, the Company expressly reserves the right to extend, amend or waive any condition of the Offer at any time. The Company expressly reserves the right, subject to applicable law, to terminate or re-open the Offer at any time.  Details of any such extension, amendment, waiver or termination or re-opening will be announced as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.
Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
Indicative Offer Timetable
The following table sets out the expected dates and times of the key events relating to the Offer.  This is an indicative timetable and is subject to change.  All references to time are to Central European Time ("CET").




Date and time


Event





26 March 2019


Launch Date
Offer announced and Tender Offer Memorandum available from the Tender Agent.




2 April 2019
at 5.00 p.m.


Expiration Deadline
Deadline for receipt by the Tender Agent via the relevant Clearing Systems of all Tender Instructions.




3 April 2019
at or around 10.00 a.m.


Indicative Results
Announcement by the Company of the aggregate nominal amount of Instruments validly tendered in the Offer, together with a non-binding indication of (i) the level at which it expects to set the Acceptance Amount, and (ii) indicative details of any Scaling Factor that may be applied in the event that the Company decides to accept valid tenders of Instruments pursuant to the Offer.




3 April 2019
at or around 12.00 noon


Pricing Time
Determination of the Interpolated Mid-Swap Rate, the Purchase Yield and the Purchase Price.




3 April 2019
as soon as practicable after the Pricing Time


Results of the Offer
Announcement by the Company stating whether it will accept any Instruments for purchase and, if so, stating also (i) the aggregate nominal amount of the Instruments accepted for purchase, (ii) the Interpolated Mid-Swap Rate, the Purchase Yield and any Scaling Factor, (iii) the Purchase Price, and (iv) the amount of any Accrued Interest (expressed as a percentage of the nominal amount of the relevant Instruments).




5 April 2019


Settlement Date
Payment of the Settlement Amount in respect of the Instruments accepted for purchase.



The above dates and times are subject, where applicable, to the right of the Company to extend, amend, terminate and/or re-open the Offer as previously described, and to the conditions of the Offer having been satisfied.  Holders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee or intermediary through which they hold the Instruments when such entity would require to receive instructions to participate in the Offer before the deadlines specified above.  The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will also be earlier than the relevant deadlines above. 
Requests for information in relation to the Offer should be directed to:



 
The Joint Dealer Managers







The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch


Level 36, Tower 1, International Towers Sydney

100 Bangaroo Avenue

Sydney NSW 2000

Australia
 
Tel: +44 20 7992 6237 / +852 2822 4100

/ +61 2 9255 2203
Attention:  Liability Management Group
Email: liability.management@hsbcib.com


ING Bank N.V.



Foppingadreef 7

1102 BD Amsterdam

The Netherlands
 
 
Telephone: +31 20 5632132

Attention: Liability Management Team
Email: liability.management@ing.com
 









Tender Agent
Lucid Issuer Services Limited
 
Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom
 
Any questions or requests for assistance or copies of the Tender Offer Memorandum may be directed to the Tender Agent at the telephone number and email address set forth below:
 
Tel: +44 20 7704 0880
Attention: Thomas Choquet
Email: macquarie@lucid-is.com
 
This announcement is released by Macquarie Group Limited 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 ("MAR"), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Kathryn Burgess, Chief Financial Officer of EMEA at Macquarie Group Limited.
 
DISCLAIMER 
This announcement must be read in conjunction with the Tender Offer Memorandum.  This announcement and Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer.  If you are in any doubt as to the action you should take, you are recommended to seek your own financial, tax and legal advice, including as to any tax consequences, immediately from your financial, tax, accounting, legal or other professional advisers.  Any individual or company whose Instruments 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 Instruments in the Offer.  None of the Joint Dealer Managers or the Tender Agent, nor any of their respective directors, officers, employees or affiliates, assumes any responsibility for this announcement. None of the Company, the Joint Dealer Managers or the Tender Agent makes any recommendation as to whether Holders should tender Instruments in the Offer or participate in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell any Instruments, and tenders of Instruments in the Offer will not be accepted from Holders, 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 or similar and either of the Joint Dealer Managers, or any of their respective affiliates, is such a licensed broker or dealer or similar in such jurisdictions (subject to compliance with applicable laws), the Offer shall be deemed to be made on behalf of the Company in such jurisdictions by such Joint Dealer Manager or affiliate (where they are so licensed), as the case may be and the Offer is not being made in any such jurisdiction where the Joint Dealer Managers or one of their affiliates are not so licensed.
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 or the Tender Offer Memorandum comes are required by the Company, the Joint Dealer Managers, and the Tender Agent to inform themselves about, and to observe, any such restrictions.
United States
The Offer is not being made or offered and will not be made or offered directly or indirectly in or into, or by the 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. The Instruments may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States, by U.S. Persons or by persons located or resident in the United States as defined in Regulation S under the Securities Act. 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 U.S. Persons.  Any purported tender of Instruments in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Instruments made by a person located or resident in the United States or by a U.S. Person or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or who is a U.S. Person, will be invalid and will not be accepted.  Each Holder participating in the Offer will represent that (i) it is not located in the United States and is not participating in the Offer from the United States and that it is not a U.S. Person, or (ii) that 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.
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, persons within the United Kingdom, save in circumstances where section 21(1) of the FSMA does not apply. 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 Promotion Order) or persons falling 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 (such persons together being "Relevant UK Persons"). Within the United Kingdom, the Tender Offer Memorandum is only available to Relevant UK Persons and the transactions contemplated in this announcement and the Tender Offer Memorandum will be available only to, or engaged in only with, Relevant UK Persons, and must not be relied or acted upon by persons other than Relevant UK Persons.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) (the "Corporations Act")) in relation to the Offer has been, or will be lodged, with the Australian Securities and Investments Commission ("ASIC") or any other regulatory authority in Australia and neither this announcement nor the Tender Offer Memorandum complies with Division 5A of Part 7.9 of the Corporations Act. In addition:
(a)           no offers or applications will be made or invited for the tender or purchase of any Instruments in Australia (including an offer or invitation which is received by a person in Australia); and
(b)           this announcement, the Tender Offer Memorandum and any other offering material or advertisement relating to the Offer will not be distributed or published in Australia,
unless (1) such offer or invitation, or distribution, is made to a "wholesale client" as defined  for the purposes of section 761G of the Corporations Act, (2) such action complies with all applicable laws, directives and regulations (including, without limitation, the licensing requirements set out in Chapter 7 of the Corporations Act), (3) such action does not require any document to be lodged with ASIC, and (4) the offer or invitation is made in circumstances specified in Corporations Regulation 7.9.97.
Italy
None of the Offer, this announcement, the Tender Offer Memorandum or any other material related to the Offer have been, or will be, submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") or other procedures pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of 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, as the case may be.
Accordingly, Holders or beneficial owners of Instruments that are located in the Republic of Italy can tender Instruments through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, 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 Instruments or the Offer.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France. None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been, or will be, distributed to the public in the Republic of France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés),  in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D. 411-1 of the French Code Monétaire et financier, are eligible to participate in the Offer.  This announcement, the Tender Offer Memorandum and any other document or material relating to the Offer have not been, and will not be, submitted to the clearance procedures (visa) of the Autorité des Marchés Financiers.
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