REG - Annington Funding - SALE OF MQE - FURTHER DETAILS ON USE OF PROCEEDS
17/12/2024 08:30
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RNS Number : 3111Q Annington Funding PLC 17 December 2024
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 UNITES
STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON OR IN OR
INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF
THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED ("EUWA") ("UK MAR").
ANNINGTON FUNDING PLC
(incorporated with limited liability in England and Wales)
17 DECEMBER 2024
SALE OF mQE UNITS TO mOd - further details on use of proceeds
In conjunction with the announcement of the sale of its interest in the
Married Quarters Estate to the Ministry of Defence (the "Transaction"),
Annington Funding Plc (the "Issuer" or the "Offeror" or "Annington") intends
to rationalise the debt capital structure to reflect the new shape of the
Annington group of companies (the "Group"), which includes a portfolio of
pre-existing non-MQE assets and a long-term business plan of continuing to
invest in UK housing assets.
Annington's current debt profile
Seven series of unsecured fixed rate notes in a total aggregate amount of
£3.354 billion (the "Notes") are currently outstanding under the Issuer's £5
billion Euro Medium Term Note Programme (the "EMTN Programme"). The Notes are
guaranteed by Annington Limited ("AL"), Annington Property Limited ("APL") and
Annington Homes Limited ("AHL" and, together with AL and APL, the "Guarantors"
and each a "Guarantor"), as follows: -
Description of the Notes ISIN Maturity Date Principal outstanding
£625,000,000 2.646% Notes due 2025 (the "2025 Notes") XS1645518496 12 July 2025 £169 million
£600,000,000 3.184% Notes due 2029 (the "2029 Notes") XS1645518652 12 July 2029 £600 million
£400,000,000 2.308% Notes due 2032 (the "2032 Notes") XS2393618389 6 October 2032 £400 million
£400,000,000 4.750%. Notes due 2033 (the "2033 Notes") XS2513869862 9 August 2033 £400 million
£625,000,000 3.685% Notes due 2034 (the "2034 Notes") XS1645518736 12 July 2034 £625 million
£760,000,000 3.935% Notes due 2047 (the "2047 Notes") XS1645518819 12 July 2047 £760 million
£400,000,000 2.924% Notes due 2051 (the "2051 Notes") XS2393618462 6 October 2051 £400 million
The Notes have a weighted average maturity of 12.9 years and a weighted
average cost of debt of 3.47%.
Additionally, the Issuer is party to a £400 million floating rate term loan
facility which is guaranteed by the Guarantors and is due to mature in 2028
(the "Term Loan") and a £100m revolving credit facility which is undrawn
("Revolving Credit Facility").
Annington's current capital structure provides highly attractive pricing
against the prevailing market back-drop and the continuing higher interest
rate environment that is forecast to endure in the medium and longer term.
Combined with the ability to acquire high quality real estate assets, the
current capital structure provides considerable opportunity and potential
value for the Group going forward. Capital can be employed by the Group to
achieve attractive levered returns from the acquisition of real estate assets
in the UK residential sector, which would be significantly higher relative to
the returns available to investors acquiring the same assets with higher costs
of funding on current market terms.
Use of Transaction proceeds
Given the significant changes to the asset structure of Annington, following
the Transaction, the Group provides noteholders with an opportunity to
reassess their exposure to Annington and opt for an early realisation of their
holdings. The proceeds from the Transaction will be used to reshape the
Group's balance sheet and rationalise the current debt structure as described
below. This will be achieved by repaying a portion of the outstanding debt of
the Group through a combination of tender offers in respect of certain series
of Notes, and the redemption of certain other series of Notes in accordance
with their respective terms and the repayment of the Term Loan, all as further
described below.
Proceeds from the Transaction that are not applied to rationalising the debt
structure will then be utilised to provide capital to support the business
plan of the Group going forward, allowing it to invest in new property
investments through the acquisition of residential real estate assets, to
produce an attractive levered yield to the Group. Surplus capital from the
Transaction will be utilised to make a dividend payment to the Group's
shareholders.
Tender Offers, Repurchases, and Debt Redemption
The Issuer announces the launch of tender offers (the "Offers") to the holders
of the 2029 Notes, the 2032 Notes, the 2034 Notes, the 2047 Notes and the 2051
Notes (together, the "Tender Offer Notes") to tender any and all of their
Tender Offer Notes for purchase by the Issuer for cash as further detailed
below.
Description of the Tender Offer Notes Benchmark Purchase Spread Early Tender Payment (1) Indicative Early Tender Purchase Spread (2) Amount Subject to the Offers
2029 Notes 4.125 per cent. UK Treasury Gilt due July 2029 (ISIN: GB00BQC82B83 +45 bps 1.00 per cent +19 bps Any and all
2032 Notes 4.25 per cent. UK Treasury Gilt due June 2032 (ISIN: GB0004893086) +45 bps 1.00 per cent +28 bps Any and all
2034 Notes 4.25 per cent. UK Treasury Gilt due July 2034 (ISIN: GB00BQC82C90) +45 bps 1.00 per cent +31 bps Any and all
2047 Notes 1.50 per cent. UK Treasury Gilt due July 2047 (ISIN: GB00BDCHBW80) +45 bps 1.00 per cent +36 bps Any and all
2051 Notes 1.25 per cent. UK Treasury Gilt due July 2051 (ISIN: GB00BLH38158) +45 bps 1.00 per cent +36 bps Any and all
Notes:
(1) Calculated based on the principal amount of the Tender Offer
Notes that are the subject of the relevant Tender Instruction, which will be
payable to Noteholders in the circumstances described in "Terms and Conditions
of the Offers-Early Tender Payment".
(2) Indicative only, based on relevant Benchmark Rates as of
close of business on 16 December 2024.
The Offers are subject to the conditions set out in the tender offer
memorandum dated 17 December 2024 (the "Tender Offer Memorandum") (including
the closing of the Transaction (the "Financing Condition")) prepared in
connection with the Offers and are subject to the offer and distribution
restrictions set out below.
This section (Tender Offers, repurchases and debt redemption) and Annex 1 of
the announcement must be read in conjunction with the Tender Offer Memorandum
which has been prepared by the Issuer in relation to the Offers. Capitalised
terms used in this section (Tender Offers, repurchases and debt redemption)
and Annex 1 of this announcement and not otherwise defined have the meanings
given to them in the Tender Offer Memorandum.
Background and Invitation
On the terms and subject to the conditions contained in the Tender Offer
Memorandum, the Offeror separately invites Noteholders (subject to the offer
and distribution restrictions set out below) to tender their Tender Offer
Notes for purchase by the Offeror for cash at the relevant Purchase Price plus
the Accrued Interest Payment.
Pursuant to the Offers and subject to the right of the Offeror to extend,
terminate, withdraw or amend the terms and conditions of the Offers as
described herein, the Offeror proposes to accept for purchase any and all of
the Tender Offer Notes.
The Offeror reserves the right, in its sole and absolute discretion, not to
accept any Tender Instructions, not to purchase any Tender Offer Notes or to
extend, re-open, withdraw or terminate the Offers and to amend or waive any of
the terms and conditions of the Offers in any manner, subject to applicable
laws and regulations.
In addition, Noteholders who validly tender their Tender Offer Notes before
the Early Tender Deadline on 23(rd) December 2024 will receive a further £10
per £1,000 of the applicable Tender Offer Notes accepted for purchase in
consideration.
This pricing has been selected to provide to holders of the Tender Offer Notes
an option to cash out their positions at a significant premium to their
respective trading prices prior to the announcement of the Transaction.
The Issuer has also announced today, subject to the Financing Condition, the
redemption of the following series of Notes in accordance with their
respective terms and conditions, including with regards to the applicable
redemption price:
Maturity Redemption Provision
2025 Notes Higher of UKT 5.00% Mar-25 + 25bps or par
2033 Notes Higher of UKT 0.875% Jul-33 + 45bps or par
Finally, Annington will repay the Term Loan and cancel the Revolving Credit
Facility.
The repayment of the Term Loan, redemption of the two tranches and the Offers
are expected to all settle on 14(th) January 2025. The Revolving Credit
Facility is also expected to be cancelled on 14(th) January 2025.
The Offeror does not intend to exercise its rights voluntarily to redeem any
Tender Offer Notes that are not tendered in the Offers. Any Notes that are not
repurchased or redeemed by Annington in accordance with the proposals
described above will remain outstanding and will instead remain on the balance
sheet to support Annington's long term business plan, through investment in
real estate assets.
Tender Offer Notes purchased by the Issuer pursuant to the Offers will be
cancelled and will not be re-issued or re-sold. Tender Offer Notes which have
not been validly offered and accepted for purchase pursuant to the Offers will
remain outstanding.
Please see Annex 1 of this announcement for further details of the Offers.
Long term business plan
Following completion of the Transaction and the reshaping of the Group's
capital structure and rationalisation of the Group's current debt structure as
described above, Annington will continue to be a property investment company
with a business plan to invest in UK residential real estate assets. With over
two decades of experience in the UK private rental and housing markets,
Annington is a well-established real estate investor, equipped with a deep
technical skillset and a proven track record. With the support of its
shareholders, Annington's objective remains to acquire stable, high-quality
assets with attractive yields. Since 1996, Annington has successfully
refurbished nearly 20,000 properties, returning them to the national housing
stock. Additionally, Annington continues to manage its non-MQE asset base,
which remains a core part of its portfolio.
Following completion of the Transaction and the completion of the Offers and
redemption processes, Annington intends to ensure the principal of its
outstanding remaining Notes is around 55% of the value of its cash, property,
and other assets. The exact size of the balance sheet will depend upon the
uptake of the tender offer.
Sufficient capital will be maintained within the Group to support further
investments, and to ensure continued compliance with the financial covenants
and the other terms and conditions of the remaining outstanding Notes. The
Issuer expects to continue to make all payments of principal and interest on
the remaining outstanding Notes as and when due.
Annington does not anticipate conducting refinancings in the market in the
near term, and will instead pay interest, and repay maturities, on the
remaining outstanding Notes as and when they fall due from cash balances, net
rental income and / or realisations from its portfolio.
Notice of investor update conference call
The Issuer also gives notice to the Noteholders of an investor update
conference (the "Call") which will be held at 10:00 a.m. (London time) on
Tuesday 17(th) December 2024 and will be presented by the Chief Executive
Officer and Chief Financial Officer.
The Issuer will not be able to take any questions on the Call.
To pre-register, please click here
(https://urldefense.com/v3/__https:/event.loopup.com/SelfRegistration/registration.aspx?booking=WQhNxl0qmjMsGUDL6kNnvBaUQIG5gf0bDHoT6w0imAY=&b=2389e96d-457b-46a8-bebb-fec356d5b031__;!!KhposeJF9Q!RGOR7x2sJqn_U4sgEDhAnekYJrhMiOP-fGAGlGHjdRpsM_PEvX-Rz33w8YHH6SlG7TEuvx-h61m_q1vdJtrihZbiKw$)
and register at any time before the Call. A link will also be made available
on the Annington website (www.annington.co.uk (http://www.annington.co.uk) )
prior to the Call. (Alternatively, type the following web address into your
browser to register for the Call
https:/event.loopup.com/SelfRegistration/registration.aspx?booking=WQhNxl0qmjMsGUDL6kNnvBaUQIG5gf0bDHoT6w0imAY=&b=2389e96d-457b-46a8-bebb-fec356d5b031__;!!KhposeJF9Q!RGOR7x2sJqn_U4sgEDhAnekYJrhMiOP-fGAGlGHjdRpsM_PEvX-Rz33w8YHH6SlG7TEuvx-h61m_q1vdJtrihZbiKw$)
A transcript of the Call will be made available on our website in due course.
We will publish a list of Q&A's on our website shortly after the release
of this RNS.
Stephen Leung
Chief Financial Officer
Media Enquiries:
Annington@brunswickgroup.com (mailto:Annington@brunswickgroup.com)
Annington Funding plc
Hays Lane House
1 Hays Lane
London
SE1 2HB
Questions and requests for assistance in connection with the Offers may be
directed to:
THE DEALER MANAGERS
Barclays Bank PLC Goldman Sachs International
1 Churchill Place Plumtree Court
London E14 5HP
25 Shoe Lane
United Kingdom
London EC4A 4AU
United Kingdom
Telephone: +44 20 3134 8515 Telephone: +44 20 7552 2320
Email: eu.lm@barclays.com
Email: liabilitymanagement.eu@gs.com
Attention: Liability Management Group
Attention: Liability Management Group
J.P. Morgan Securities plc NatWest Markets Plc
25 Bank Street 250 Bishopsgate
Canary Wharf
London EC2M 4AA
London E14 5JP
Telephone: +44 20 7134 2468 Telephone: +44 20 7678 5222
Email: liability_management_EMEA@jpmorgan.com Email: NWMLiabilityManagement@natwestmarkets.com
Attention: EMEA Liability Management Group Attention: Liability Management Group
Questions and request for assistance in connection with the delivery of Tender
Instructions including requests for a copy of the Tender Offer Memorandum may
be directed to:
THE TENDER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Tel: +44 207 704 0880
Attention: Owen Morris
Email: annington@is.kroll.com
Tender Offer Website: https://deals.is.kroll.com/annington
Each Noteholder is solely responsible for making its own independent appraisal
of all matters as such Noteholder deems appropriate (including those relating
to the Offers, the Tender Offer Notes, the Offeror and the Guarantors) and
each Noteholder must make its own decision, based upon its own judgement and
having obtained advice from such financial, accounting, legal and tax advisers
as it may deem necessary, as to whether to tender any or all of its Tender
Offer Notes for purchase pursuant to the Offers.
None of the Dealer Managers, the Tender Agent or any of their respective
directors, officers, employees, agents or affiliates assumes any
responsibility for the accuracy or completeness of the information concerning
the Offers contained in this announcement or in the Tender Offer Memorandum.
None of the Dealer Managers, the Tender Agent, the Offeror, the Guarantors or
any of their respective directors, officers, employees, agents or affiliates
is acting for any Noteholder, or will be responsible to any Noteholder for
providing any protections which would be afforded to its clients or for
providing advice in relation to the Offers, and accordingly none of the Dealer
Managers, the Tender Agent, the Guarantors or any of their respective
directors, officers, employees, agents or affiliates assumes any
responsibility for any failure by the Offeror to disclose information with
regard to the Offeror or the Tender Offer Notes which is material in the
context of the Offers and which is not otherwise publicly available.
None of the Dealer Managers, the Tender Agent, the Offeror, the Guarantors or
any of their respective directors, officers, employees, agents or affiliates
makes any representation or recommendation whatsoever regarding the Offers, or
any recommendation as to whether Noteholders should tender Tender Offer Notes
in the Offers.
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 Offers. If any Noteholder is in any doubt as to the
contents of this announcement or 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, immediately from its
stockbroker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offers in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make such invitation or for
there to be such participation under applicable securities laws and
regulations. The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by laws and regulations.
Persons into whose possession either this announcement or the Tender Offer
Memorandum comes are required by each of the Offeror, the Guarantors, the
Dealer Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.
United States
The Offers are 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. Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offers 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 and the Tender Offer Notes cannot be tendered in the Offers by any such
use, means, instrumentality or facility or from or within or by persons
located or resident in the United States or by any U.S. Person. Any purported
tender of Tender Offer Notes in the Offers resulting directly or indirectly
from a violation of these restrictions will be invalid and any purported
tender of Tender Offer 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 holder of Tender Offer Notes participating in the Offers will represent
that it is not a U.S. Person located in the United States and is not
participating in the Offers 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 Offers from the United States and
who 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 Offers are 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, as amended (the "Financial Promotion Order")) or persons who are within
Article 43(2) or 49 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial Promotion Order.
France
This announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offers have only been or shall only be distributed
in the Republic of France ("France") to qualified investors within the meaning
of Article 2(e) of Regulation (EU) 2017/1129, as amended (the "Prospectus
Regulation"). The Tender Offer Memorandum and any other document or material
relating to the Offers have not been and will not be submitted for clearance
to nor approved by the Autorité des marchés financiers.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers have been submitted to or will be
submitted for approval or recognition to the Belgian Financial Services and
Markets Authority and, accordingly, the Offers may not be made in Belgium by
way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of
1 April 2007 on public takeover bids, as amended or replaced from time to
time. Accordingly, the Offers may not be advertised and the Offers will not be
extended, and neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offers (including any memorandum,
information circular, brochure or any similar documents) have been or shall be
distributed or made available, directly or indirectly, to any person in
Belgium other than "qualified investors" within the meaning of Article 2(e) of
the Prospectus Regulation. The Offers may not be advertised and the Offers
will not be extended, and neither this announcement, the Tender Offer
Memorandum nor any other documents or materials relating to the Offers
(including any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available, directly or
indirectly, to any individual in Belgium qualifying as a consumer within the
meaning of Article I.1 of the Belgian Code of Economic Law, as amended from
time to time.
Italy
None of the Offers, this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offers have been or will be
submitted to the clearance procedure of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Offers are 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 Tender Offer Notes that are resident
and/or located in Italy can tender some or all of their Tender Offer Notes
pursuant to the Offers 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 or the Offers.
General
Neither this announcement, the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Tender Offer Notes (and tenders of Tender Offer Notes for
purchase pursuant to the Offers 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 Offers
to be made by a licensed broker or dealer and any of the Dealer Managers or
any of their respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Offers shall be deemed to be made by such Dealer
Manager or such affiliate, as the case may be, on behalf of the Offeror in
such jurisdiction.
In addition to the representations referred to above in respect of the United
States, each Noteholder participating in the Offers will be deemed to give
certain representations in respect of the other jurisdictions referred to
above and generally as set out in "Procedures for Participating in the
Offers". Any tender of Tender Offer Notes for purchase pursuant to the Offers
from a Noteholder that is unable to make these representations will not be
accepted.
Each of the Offeror, the Guarantors, the Dealer Managers and the Tender Agent
reserves the right, in its sole and absolute discretion, to investigate, in
relation to any tender of Tender Offer Notes for purchase pursuant to the
Offers 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 or
submission may be rejected.
MAR
This announcement is released by Annington Funding plc and contains
information that qualified or may have qualified as inside information for the
purposes of Article 7 of UK MAR. For the purposes of UK MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic
law of the United Kingdom by virtue of the EUWA, this announcement is made by
Stephen Leung, Chief Financial Officer of Annington Limited.
Annex 1
DETAILS OF THE OFFERS
This Annex 1 must be read in conjunction with the Tender Offer Memorandum
which has been prepared by the Offeror in relation to the Offers. Capitalised
terms used in this Annex 1 and not otherwise defined have the meanings given
to them in the Tender Offer Memorandum.
Purchase Price
2029 Notes
The Offeror will pay, for each of the 2029 Notes accepted by it, a price (the
"2029 Notes Purchase Price") to be determined at or about 11 a.m. (London
time) (the "Pricing Time") on 8 January 2025 (the "Pricing Date") in the
manner described in the Tender Offer Memorandum by reference to a yield (such
yield, the "2029 Notes Purchase Yield") calculated as the sum of the 2029
Notes Purchase Spread and the 2029 Notes Benchmark Rate.
The 2029 Notes Purchase Price will be determined by the Offeror (in
consultation with the Dealer Managers) in accordance with market convention
and expressed as a percentage of the nominal amount of the 2029 Notes.
The 2029 Notes Purchase Price will equal (a) the present value of all
remaining payments of principal and interest on each 2029 Note up to and
including the 2029 Notes Maturity Date, discounted to the Settlement Date at a
discount rate equal to the 2029 Notes Purchase Yield, minus (b) the Accrued
Interest.
2032 Notes
The Offeror will pay, for each of the 2032 Notes accepted by it, a price (the
"2032 Notes Purchase Price") to be determined at the Pricing Time on the
Pricing Date in the manner described in the Tender Offer Memorandum by
reference to a yield (such yield, the "2032 Notes Purchase Yield") calculated
as the sum of the 2032 Notes Purchase Spread and the 2032 Notes Benchmark
Rate.
The 2032 Notes Purchase Price will be determined by the Offeror (in
consultation with the Dealer Managers) in accordance with market convention
and expressed as a percentage of the nominal amount of the 2032 Notes.
The 2032 Notes Purchase Price will equal (a) the present value of all
remaining payments of principal and interest on each 2032 Note up to and
including the 2032 Notes Maturity Date, discounted to the Settlement Date at a
discount rate equal to the 2032 Notes Purchase Yield, minus (b) the Accrued
Interest.
2034 Notes
The Offeror will pay, for each of the 2034 Notes accepted by it, a price (the
"2034 Notes Purchase Price") to be determined at or about the Pricing Time on
the Pricing Date in the manner described in the Tender Offer Memorandum by
reference to a yield (such yield, the "2034 Notes Purchase Yield") calculated
as the sum of the 2034 Notes Purchase Spread and the 2034 Notes Benchmark
Rate.
The 2034 Notes Purchase Price will be determined by the Offeror (in
consultation with the Dealer Managers) in accordance with market convention
and expressed as a percentage of the nominal amount of the 2034 Notes.
The 2034 Notes Purchase Price will equal (a) the present value of all
remaining payments of principal and interest on each 2034 Note up to and
including the 2034 Notes Maturity Date, discounted to the Settlement Date at a
discount rate equal to the 2034 Notes Purchase Yield, minus (b) the Accrued
Interest.
2047 Notes
The Offeror will pay, for each of the 2047 Notes accepted by it, a price (the
"2047 Notes Purchase Price") to be determined at or about the Pricing Time on
the Pricing Date in the manner described in the Tender Offer Memorandum by
reference to a yield (such yield, the "2047 Notes Purchase Yield") calculated
as the sum of the 2047 Notes Purchase Spread and the 2047 Notes Benchmark
Rate.
The 2047 Notes Purchase Price will be determined by the Offeror (in
consultation with the Dealer Managers) in accordance with market convention
and expressed as a percentage of the nominal amount of the 2047 Notes.
The 2047 Notes Purchase Price will equal (a) the present value of all
remaining payments of principal and interest on each 2047 Note up to and
including the 2047 Notes Maturity Date, discounted to the Settlement Date at a
discount rate equal to the 2047 Notes Purchase Yield, minus (b) the Accrued
Interest.
2051 Notes
The Offeror will pay, for each of the 2051 Notes accepted by it, a price (the
"2051 Notes Purchase Price") to be determined at or about the Pricing Time on
the Pricing Date in the manner described in the Tender Offer Memorandum by
reference to a yield (such yield, the "2051 Notes Purchase Yield") calculated
as the sum of the 2051 Notes Purchase Spread and the 2051 Notes Benchmark
Rate.
The 2051 Notes Purchase Price will be determined by the Offeror (in
consultation with the Dealer Managers) in accordance with market convention
and expressed as a percentage of the nominal amount of the 2051 Notes.
The 2051 Notes Purchase Price will equal (a) the present value of all
remaining payments of principal and interest on each 2051 Note up to and
including the 2051 Notes Maturity Date, discounted to the Settlement Date at a
discount rate equal to the 2051 Notes Purchase Yield, minus (b) the Accrued
Interest.
Accrued Interest Payment
In addition to the relevant Purchase Price, in respect of all Tender Offer
Notes validly tendered and delivered and accepted for purchase by the Offeror
pursuant to the Offers, the Offeror will pay Accrued Interest.
Early Tender Payment
The holders of all Tender Offer Notes validly tendered and delivered and
accepted for purchase by the Offeror pursuant to the Offers prior to 4:00 p.m.
(London Time) on 23 December 2024 (the "Early Tender Deadline"), will be
eligible to receive £10 per £1000 of the applicable Tender Offer Notes (the
"Early Tender Payment") in addition to the applicable Purchase Price and
Accrued Interest. The Offeror is entitled to extend or waive the Early
Tender Deadline at is sole discretion.
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase
Price pursuant to the Offers, Noteholders must validly tender their Tender
Offer Notes by delivering, or arranging to have delivered on their behalf, a
valid Tender Instruction that is received by the Tender Agent by the
Expiration Deadline. 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 the Tender Offer Notes of no less than £100,000 plus integral multiples of
£1,000.
Financing Condition
The acceptance for purchase by the Offeror of Tender Offer Notes validly
tendered pursuant to the Offers is at the sole discretion of the Offeror and
is subject, without limitation, to the Financing Condition.
The Offeror is entitled to amend or waive the Financing Condition at its sole
discretion.
Rights of the Offeror
Subject to applicable laws and regulations and as provided in the Tender Offer
Memorandum, the Offeror may, in its sole and absolute discretion, extend,
re-open, withdraw or terminate the Offers and amend or waive any of the terms
and conditions of the Offers at any time before the announcement of the
acceptance of the Tender Offer Notes validly tendered and may, in its sole and
absolute discretion, waive any of the conditions to the Offers either before
or after such announcement.
Expected Transaction Timeline
Date Action
17 December 2024 Commencement of the Offers
Offers announced by way of announcements on the relevant Notifying News
Service and through the Clearing Systems.
Tender Offer Memorandum available from the Tender Agent.
17 December 2024 Notice of the Issuer Call Optional Redemption
Issuer Call Optional Redemption announced by way of announcements on the
relevant Notifying News Service and through the Clearing Systems.
4:00 p.m (London time) on 23 December 2024 Early Tender Deadline
Deadline for receipt by the Tender Agent of Tender Instructions from
Noteholders in order to be eligible for the Early Tender Payment.
4:00 p.m. (London time) on 7 January 2025 Expiration Deadline
Deadline for receipt by the Tender Agent of all Tender Instructions in order
for Noteholders to be able to participate in the Offers.
At or around 11:00 a.m. (London time) on 8 January 2025 Pricing Time
Determination of the relevant Benchmark Rate and the relevant Purchase Price
for the Tender Offer Notes.
As soon as reasonably practicable after the Pricing Time Announcement of Final Results of Offers
Announcement of whether the Offeror will accept valid tenders of Tender Offer
Notes pursuant to the Offers and, if so accepted, (i) the relevant Purchase
Price, (ii) the Accrued Interest in respect of the Tender Offer Notes, (iii)
the Final Acceptance Amount and (iv) the aggregate nominal amount of the
Tender Offer Notes that will remain outstanding following completion of the
Offers.
8 January 2025 Issuer Call Optional Redemption Reference Date
The date to be used for the purposes of the calculation of the Optional
Redemption Amount.
8 January 2025 Announcement of Optional Redemption Amount
Announcement of the Optional Redemption Amount calculated by reference to the
Issuer Call Optional Redemption Reference Date.
9 January 2025 Transaction Closing Date
Expected completion date for the Transaction.
14 January 2025 Expected Settlement Date and Optional Redemption Date
Expected Settlement Date for the Offers. Payment of the relevant Purchase
Price and Accrued Interest Payment in respect of Tender Offer Notes accepted
for purchase pursuant to the Offers.
Optional Redemption Date for the Issuer Call Optional Redemption. Payment of
the relevant Optional Redemption Amount in respect of the Redemption Notes in
connection with the Issuer Call Optional Redemption.
The above times and dates are subject to the right of the Offeror to extend,
re-open, amend, withdraw and/or terminate the Offers (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 Offers, 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.
Further Information
A complete description of the terms and conditions of the Offers is set out in
the Tender Offer Memorandum. Barclays Bank PLC, Goldman Sachs International,
J.P. Morgan Securities plc and NatWest Markets Plc are acting as the dealer
managers (the "Dealer Managers") for the Offers. Kroll Issuer Services Limited
is acting as Tender Agent.
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