REG - Transport For London - Final Results of TfL Debt Tender Offer

NatwestAnnouncement

09/12/2022 15:30

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RNS Number : 2655J  Transport For London  09 December 2022

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This announcement is released by Transport for London and contains information
that qualified as inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("MAR") as it forms part of domestic law
of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018,
encompassing information relating to the Offers described above. For the
purposes of 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 European Union (Withdrawal) Act 2018, this announcement is made by Joanna
Hawkes, Director of Corporate Finance, on behalf of Transport for London.

9 December 2022

Transport for London (the "Issuer") announces today the final results of its
separate invitations to the holders of the outstanding notes detailed below
(each a "Series" and together the "Notes") to tender such Notes for purchase
by the Issuer for cash subject to the satisfaction or waiver of the Financing
Condition (each such invitation an "Offer" and, together, the "Offers").  The
Issuer announced the indicative results of the Offers earlier today, 9
December 2022.

The Offers were announced on 1 December 2022 and were made on the terms and
subject to the conditions set out in the Tender Offer Memorandum dated 1
December 2022 (the "Tender Offer Memorandum"). Capitalised terms used and not
otherwise defined in this announcement have the meanings given to them in the
Tender Offer Memorandum.

The Expiration Deadline for the Offers was 16:00 (London time) on 8 December
2022.

Series Acceptance Amounts

The Issuer announces that it has decided to accept, subject to the
satisfaction (or waiver) of the Financing Condition on or prior to the
Settlement Date, valid tenders of 2025 Notes, 2027-2031 Notes, 2033 Notes,
July 2042 Notes, 2045 Notes and 2064 Notes for purchase pursuant to the
relevant Offers on the basis set out in the table below.

Pricing and Settlement

Pricing for the Offers took place at or around 12:30 (London time) today. A
summary of the final pricing for, and the results of, the Offers is as
follows:

 Description of Notes                                                         ISIN / Common Code  Aggregate Principal Amount of Notes tendered  Series Acceptance Amounts  Benchmark Reference Security Yield(1)  Fixed Spread  Repurchase Yield(2)  Purchase Price     Accrued Interest     Amount of Notes outstanding following settlement

 £400,000,000 2.125 per cent. Notes due April 2025 (the "2025 Notes")         XS1222743061/       £166,045,000                                  £166,045,000               3.194                                  150 bps       4.749                94.273 per cent.   £13.74 per £1,000    £233,955,000

122274306
per cent.
per cent.

 £200,000,000 4.500 per cent. Notes due 2027-2031 (the "2027-2031 Notes")     XS0248643750/       £112,599,000                                  £112,599,000               3.226                                  120 bps       4.475                100.150 per cent.  £32.05 per £1,000    £87,401,000

024864375
per cent.
per cent.
 £300,000,000 4.000 per cent. Notes due September 2033 (the "2033 Notes")     XS0969795920/       £121,134,000                                  £121,134,000               3.264                                  115 bps       4.463                96.102 per cent.   £10.41 per £1,000    £178,866,000

096979592
per cent.
per cent.
 £500,000,000 3.875 per cent. Notes due July 2042 (the "July 2042 Notes")     XS0806476544/       £73,771,000                                   £73,771,000                3.601                                  110 bps       4.756                88.903 per cent.   £15.50 per £1,000    £426,229,000

080647654
per cent.
per cent.
 £100,000,000 4.500 per cent. Notes due December 2042 (the "December 2042     XS0279542608/       £0                                            £0                         N/A                                    N/A           N/A                  N/A                N/A                  £100,000,000
 Notes")
027954260
 £400,000,000 3.625 per cent. Notes due May 2045 (the "2045 Notes")           XS0928618569/       £63,157,000                                   £63,157,000                3.628                                  115 bps       4.835                83.639 per cent.   £21.35 per £1,000    £336,843,000

092861856
per cent.
per cent.
 £500,000,000 4.000 per cent. Notes due April 2064 (consisting of a first     XS1045127393/       £178,778,000                                  £178,778,000               3.158                                  120 bps       4.405                92.328 per cent.   £27.73 per £1,000    £321,222,000
 tranche of £370,000,000 4.000 per cent. Notes due April 2064 issued on 7
104512739
per cent.
per cent.
 April 2014 and a second tranche of £130,000,000 4.000 per cent. Notes due
 April 2064 issued on 16 May 2014) (the "2064 Notes")

________

1 Semi-annual

2 Annual

 

In the event that the Financing Condition is satisfied (or waived), settlement
of the purchase of the relevant Notes pursuant to the relevant Offers is
expected to take place on 16 December 2022.

Notes purchased by the Issuer pursuant to the Offers 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 relevant Offers will remain
outstanding.

Further
Information

Any questions or requests for assistance in connection with the Offers may be
directed to the Dealer Managers or the Information and Tender Agent at the
following telephone number or e-mail address:

HSBC Bank plc (Telephone: +44 20 7992 6237; Email: LM_EMEA@hsbc.com;
Attention: Liability Management, DCM)

NatWest Markets Plc (Telephone: +44 20 7678 5222; Email:
liabilitymanagement@natwestmarkets.com; Attention: Liability Management)

Morrow Sodali Limited (Telephone: +44 20 4513 6933; Email:
tfl@investor.morrowsodali.com; Tender Offer Website:
https://projects.morrowsodali.com/tfl (https://projects.morrowsodali.com/tfl)
)

DISCLAIMER

Noteholders must read this announcement 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 and/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 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 or
intermediary must contact such entity if it wishes to tender such Notes
pursuant to the Offers.

The Dealer Managers are acting exclusively for the Issuer and no one else in
connection with the arrangements described in this announcement and the Tender
Offer Memorandum and none of the Dealer Managers, the Information and Tender
Agent, or any director, officer, employee, agent or affiliate of any such
person, 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 Information and
Tender Agent or any of their respective directors, officers, employees or
affiliates make any representation or recommendation whatsoever regarding the
Offers or any recommendation as to whether Noteholders should tender Notes in
the Offers or otherwise participate in the Offers.

 

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