REG - Transport For London - TfL Launch of Debt Tender Offer
01/12/2022 10:45
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RNS Number : 2479I Transport For London 01 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.
1 December 2022
Transport for London (the "Issuer") has today launched separate invitations to
the holders of the outstanding notes detailed below (each a "Series" and
together the "Notes") to tender a portion of 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 are made on the terms and subject to the conditions set out in the
Tender Offer Memorandum dated 1 December 2022 (the "Tender Offer Memorandum")
and are subject to the offer and distribution restrictions set out below and
as described in the Tender Offer Memorandum. Copies of the Tender Offer
Memorandum are available, subject to eligibility confirmation and
registration, from the Tender Offer Website
(https://projects.morrowsodali.com/tfl (https://projects.morrowsodali.com/tfl)
). Noteholders are advised to read carefully the Tender Offer Memorandum for
full details of, and information on the procedures for participating in, the
Offers. Capitalised terms used and not otherwise defined in this announcement
have the meanings given to them in the Tender Offer Memorandum.
Description of Notes ISIN / Common Code Aggregate Principal Amount Outstanding Benchmark Reference Security Fixed Spread Target Acceptance Amount
£400,000,000 2.125 per cent. Notes due April 2025 (the "2025 Notes") XS1222743061/122274306 £400,000,000 0.625 per cent. UK Treasury Gilt due 7 June 2025 150 bps
(ISIN: GB00BK5CVX03)
The Target Acceptance Amount will be £800,000,000 (subject as set out in the
Tender Offer Memorandum)
£200,000,000 4.500 per cent. Notes due 2027-2031 (the "2027-2031 Notes") XS0248643750/024864375 £200,000,000 0.50 per cent. UK Treasury Gilt due 31 January 2029 120 bps
(ISIN: GB00BLPK7227)
£300,000,000 4.000 per cent. Notes due September 2033 (the "2033 Notes") XS0969795920/096979592 £300,000,000 0.875 per cent. UK Treasury Gilt due 31 July 2033 115 bps
(ISIN: GB00BM8Z2S21)
£500,000,000 3.875 per cent. Notes due July 2042 (the "July 2042 Notes") XS0806476544/080647654 £500,000,000 4.50 per cent. UK Treasury Gilt due 7 December 2042 110 bps
(ISIN: GB00B1VWPJ53)
£100,000,000 4.500 per cent. Notes due December 2042 (the "December 2042 XS0279542608/027954260 £100,000,000 4.50 per cent. UK Treasury Gilt due 7 December 2042 110 bps
Notes")
(ISIN: GB00B1VWPJ53)
£400,000,000 3.625 per cent. Notes due May 2045 (the "2045 Notes") XS0928618569/092861856 £400,000,000 3.50 per cent. UK Treasury Gilt due 22 January 2045 115 bps
(ISIN: GB00BN65R313)
£500,000,000 4.000 per cent. Notes due April 2064 (consisting of a first XS1045127393/104512739 £500,000,000 0.50 per cent. UK Treasury Gilt due 22 October 2061 120 bps
tranche of £370,000,000 4.000 per cent. Notes due April 2064 issued on 7
(ISIN: GB00BMBL1D50)
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")
THE OFFERS COMMENCE ON 1 DECEMBER 2022 AND WILL EXPIRE AT 16:00 (LONDON TIME)
ON 8 DECEMBER 2022 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, WITHDRAWN OR
TERMINATED AT THE SOLE DISCRETION OF THE ISSUER. TENDER INSTRUCTIONS, ONCE
SUBMITTED, MAY NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED
IN THE TENDER OFFER MEMORANDUM UNDER THE HEADING "AMENDMENT AND TERMINATION".
Custodians, Direct Participants and Clearing Systems will have deadlines for
receiving instructions prior to the Expiration Deadline and Noteholders should
contact the intermediary through which they hold their Notes as soon as
possible to ensure proper and timely delivery of instructions.
Rationale for the Offer
The Offers are being undertaken as part of the Issuer's balance sheet
management and to reduce net debt, as well as providing liquidity to holders
of the Notes.
Purchase Price
The price payable for Notes of a Series accepted for purchase (in respect of
each Series, the "Purchase Price") will be calculated at or around the Pricing
Time on the Pricing Date, in accordance with the market standard convention,
by reference to the annualised sum (in respect of each Series, the "Repurchase
Yield") of the fixed spread in respect of that Series, as specified in the
table above (in respect of each Series, the "Fixed Spread"), and the relevant
Benchmark Reference Security Yield, expressed as a percentage and rounded to
the third decimal place (with 0.0005 being rounded upwards). Specifically, the
Purchase Price for each Series will equal (a) the value of all remaining
payments of principal and interest on Notes of the relevant Series up to and
including the maturity date for the relevant Notes, discounted to the
Settlement Date at a discount rate equal to the Repurchase Yield, minus (b)
Accrued Interest.
In respect of any Notes accepted for purchase, the Issuer will also pay an
amount equal to any accrued and unpaid interest on the relevant Notes from,
and including, the interest payment date for the relevant Series immediately
preceding the Settlement Date up to, but excluding, the Settlement Date, which
is expected to be 16 December 2022.
Notes repurchased by the Issuer pursuant to the Offers will be cancelled.
Notes which have not been validly tendered and accepted for purchase pursuant
to the Offers will remain outstanding after the Settlement Date subject to
their respective terms.
Target Acceptance Amount
The Issuer proposes to accept Notes for purchase up to a maximum aggregate
principal amount of £800,000,000 (the "Target Acceptance Amount") on the
terms and subject to the conditions contained in the Tender Offer Memorandum,
although the Issuer reserves the right in its sole and absolute discretion to
purchase significantly more or significantly less than (or none of) the Target
Acceptance Amount pursuant to the Offers. The Issuer will determine the
allocation of funds between each Series in its sole and absolute discretion.
In the event that Tender Instructions are received in respect of an aggregate
principal amount of Notes of the relevant Series which is greater than the
Series Acceptance Amount, such Tender Instructions will be accepted on a
pro-rata basis.
A separate Tender Instruction must be submitted on behalf of each beneficial
owner of the Notes of each Series
due to potential pro-ration.
Financing Condition
The Issuer is not under any obligation to accept for purchase any Notes
tendered pursuant to the Offers. The acceptance for purchase by the Issuer of
Notes tendered pursuant to the Offers is at the sole discretion of the Issuer
and tenders may be rejected by the Issuer for any reason. The purchase of any
Notes by the Issuer pursuant to the Offers is subject to the successful
execution of a loan (as determined by the Issuer in its sole and absolute
discretion) from an existing lender, for which the Issuer has borrowing
capacity (the "Financing Condition"). The Issuer expects such loan to settle
at or ahead of the settlement of the Offers on the Settlement Date.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute discretion, to extend,
re-open, withdraw or terminate the Offers and to amend or waive any of the
terms and conditions of the Offers (including, but not limited to, purchasing
more than the Target Acceptance Amount) at any time following the announcement
of the Offers, as further described in the Tender Offer Memorandum. Details of
any such extension, re-opening, withdrawal, termination, amendment or waiver
will be notified to the Noteholders as soon as possible after such decision.
Transaction Conditions
An offer of Notes for repurchase pursuant to the relevant Offer may only be
made by the submission of a valid Tender Instruction. The acceptance of
Notes for repurchase pursuant to the Offers is conditional on the satisfaction
or waiver of the Transaction Conditions (including, without limitation, the
Financing Condition).
Tender Instructions
Tender Instructions must be submitted in respect of a principal amount of
Notes of the relevant Series of no less than the applicable Minimum
Denomination for that Series. A separate Tender Instruction must be submitted
on behalf of each beneficial owner of Notes and in respect of each Series due
to potential scaling.
The submission of a valid Tender Instruction will be irrevocable (except in
the limited circumstances described in the Tender Offer Memorandum).
Indicative Timetable
This is an indicative timetable showing one possible outcome for the timing of
the Offers based on the dates in the Tender Offer Memorandum. This timetable
is subject to change and dates and times may be extended or amended by the
Issuer in accordance with the terms of the Offers as described in the Tender
Offer Memorandum. Accordingly, the actual timetable may differ significantly
from the timetable below.
Date Action
1 December 2022 Commencement of the Offers
Offers announced by way of announcements on the relevant Notifying News
Service(s), through the Clearing Systems and via RNS.
Tender Offer Memorandum available from the Tender Offer Website.
8 December 2022 Expiration Deadline
Deadline for receipt by the Information and Tender Agent of all Tender
Instructions in order for Noteholders to be able to participate in the Offers.
16:00
(London time)
9 December 2022 Announcement of indicative results
Announcement of:
As soon as reasonably practicable (i) the aggregate principal amount of Notes of each Series validly
tendered pursuant to the Offers; and
(ii) a non-binding indication of the level at which the Issuer expects
to set the Series Acceptance Amount and any applicable scaling.
9 December 2022 Pricing Time on the Pricing Date
Determination of the Benchmark Reference Security Yield (for the purpose of
calculating the relevant Repurchase Yield and the relevant Purchase Price) for
At or around 12:30 each Series.
(London time)
As soon as reasonably practicable after the Pricing Time on the Pricing Date Announcement of Result of Offers
Announcement of the Issuer's decision whether to accept valid tenders of Notes
for purchase pursuant to any or all of the Offers (including, if applicable,
the Settlement Date for such Offers), subject only to the satisfaction or (if
applicable) waiver of the relevant Transaction Conditions on or prior to the
Settlement Date.
Details of:
(i) the Purchase Price, the Accrued Interest, the
Repurchase Yield and the Benchmark Reference Security Yield for Notes of each
Series accepted for purchase pursuant to the relevant Offer(s), and the
Settlement Date;
(ii) the final aggregate principal amount of the Notes of
each Series validly tendered pursuant to the Offers and any applicable
scaling; and
(iii) each Series Acceptance Amount, the pro-ration factor, if
applicable and the principal amount of Notes of each Series that will remain
outstanding after the Settlement Date subject to their respective terms,
distributed by way of announcements on the relevant Notifying News Service(s),
through the Clearing Systems and via RNS.
16 December 2022 Settlement Date
Subject to satisfaction or waiver of the Transaction Conditions, expected
Settlement Date for the Offers. Payment of Purchase Consideration and
Accrued Interest Payments in respect of the Offers.
Unless stated otherwise, announcements in connection with the Offers will be
made via RNS. Such announcements may also be made by (i) the issue of a
press release to a Notifying News Service and (ii) the delivery of notices to
the Clearing Systems for communication to Direct Participants. Copies of all
such announcements, press releases and notices can also be obtained from the
Tender Offer Website or from the Information and Tender Agent, the contact
details for whom are on the last page of the Tender Offer Memorandum.
Significant delays may be experienced where notices are delivered to the
Clearing Systems and Noteholders are urged to contact the Information and
Tender Agent for the relevant announcements relating to the Offers.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would
require 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 above. 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
Any questions or requests for assistance in connection with the Offers may be
directed to the Dealer Managers 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)
Any questions or requests for assistance in connection with the delivery of
Tender Instructions or requests for additional copies of the Tender Offer
Memorandum or related documents, which may be obtained free of charge, may be
directed to the Information and Tender Agent:
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)
)
Offer and Distribution Restrictions
Neither this announcement nor the electronic transmission thereof constitutes
an offer to buy or the solicitation of an offer to sell Notes (and tenders of
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 an Offer to be made by a licensed broker or dealer and either of
the Dealer Managers or any of their respective affiliates is such a licensed
broker or dealer in any such jurisdiction, such Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be, on behalf
of the Issuer in such jurisdiction.
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 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
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 Notes in the Offers
resulting directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of 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 Notes participating in an Offer will represent that it is not a
U.S. Person located in the United States and is not participating in such
Offer 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 such Offer 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 and any other documents or materials
relating to the Offers 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,
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 (the "Financial Promotion
Order")) or any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order.
France
The Offers are not being made, directly or indirectly, in the Republic of
France ("France") other than to qualified investors (investisseurs qualifiés)
as referred to in Article L.411-2 1° of the French Code monétaire et
financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as
amended). Neither this announcement nor any other documents or materials
relating to the Offers have been or shall be distributed in France other than
to qualified investors (investisseurs qualifiés) and only qualified investors
(investisseurs qualifiés) are eligible to participate in the Offers. This
announcement 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.
Italy
None of the Offers, this announcement 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").
The Offers are being carried out in the Republic of Italy as an exempted
offers 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 ).
Noteholders, or beneficial owners of the Notes, can tender some or all of
their 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.
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 Offer. 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 Offer.
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/)
.
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