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

NatwestAnnouncement

09/12/2022 10:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221209:nRSI2121Ja&default-theme=true

RNS Number : 2121J  Transport For London  09 December 2022

NOT FOR DISTRIBUTION IN OR INTO 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 AND THE DISTRICT OF COLUMBIA)
OR TO ANY U.S. PERSON OR IN OR INTO OR TO ANY PERSON RESIDENT IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT

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 indicative 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 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.

In the event that the Issuer decides to accept 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 and the Financing Condition is
satisfied (or waived) on or prior to the Settlement Date, it expects that each
Series Acceptance Amount will be as follows:

 Description of Notes                                                         ISIN / Common Code      Aggregate Principal Amount of Notes tendered:  Expected Series Acceptance Amounts

 £400,000,000 2.125 per cent. Notes due April 2025 (the "2025 Notes")         XS1222743061/122274306  £166,045,000                                   £166,045,000
 £200,000,000 4.500 per cent. Notes due 2027-2031 (the "2027-2031 Notes")     XS0248643750/024864375  £112,599,000                                   £112,599,000
 £300,000,000 4.000 per cent. Notes due September 2033 (the "2033 Notes")     XS0969795920/096979592  £121,134,000                                   £121,134,000
 £500,000,000 3.875 per cent. Notes due July 2042 (the "July 2042 Notes")     XS0806476544/080647654  £73,771,000                                    £73,771,000
 £100,000,000 4.500 per cent. Notes due December 2042 (the "December 2042     XS0279542608/027954260  £0                                             £0
 Notes")
 £400,000,000 3.625 per cent. Notes due May 2045 (the "2045 Notes")           XS0928618569/092861856  £63,157,000                                    £63,157,000
 £500,000,000 4.000 per cent. Notes due April 2064 (consisting of a first     XS1045127393/104512739  £178,778,000                                   £178,778,000
 tranche of £370,000,000 4.000 per cent. Notes due April 2064 issued on 7
 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")

Noteholders should note that this announcement is a non-binding indication of
the level at which the Issuer expects to set each Series Acceptance Amount.

Pricing for the Offers will take place at or around 12:30 (London time) (the
"Pricing Time") today.

The Issuer will announce the final results of the Offers, including each
Series Acceptance Amount, the final aggregate principal amount of Notes
accepted pursuant to the Offers and the details of the Repurchase Yield, the
Benchmark Reference Security Yield and the Purchase Price for each Series, as
soon as reasonably practicable after the Pricing Time.

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RTEFIFLAFFLAIIF