REG - Leeds Building Soc - Tender Offer

Nomura HoldingsAnnouncement

20/01/2025 11:45

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RNS Number : 9698T  Leeds Building Society  20 January 2025

Leeds Building Society announces Tender Offer for its £350,000,000 Senior
Non-Preferred Fixed Rate Reset Notes due 2027

NOT FOR RELEASE, PUBLICATION OR 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 OR
THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

20 January 2025.  Leeds Building Society (the Offeror) announces today its
invitation to holders of its outstanding £350,000,000 Senior Non-Preferred
Fixed Rate Reset Notes due 2027 (ISIN: XS2314635934) (the Notes) to tender any
and all of their Notes for purchase by the Offeror for cash subject to the
satisfaction (or waiver) of the New Financing Condition (as defined below)
(the Offer).  The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 20 January 2025 (the
Tender Offer Memorandum) prepared by the Offeror for the Offer, and is subject
to the offer restrictions set out below and as more fully described in the
Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum.

Summary of the Offer

 Description                                                         ISIN /                    Outstanding Nominal Amount  First Call Date  Benchmark Security                                                      Purchase Spread  Purchase                                                                   Purchase                                                    Amount subject to Offer

of the Notes
Common Code
 Yield
Price
 £350,000,000 Senior Non-Preferred Fixed Rate Reset Notes due 2027   XS2314635934 / 231463593  £350,000,000                16 March 2026    0.125 per cent. UK Treasury Gilt due January 2026 (ISIN: GB00BL68HJ26)  75 bps           Sum of the Purchase Spread and Benchmark Security Rate (as defined in the  To be determined as set out in the Tender Offer Memorandum  Any and all
                                                                                                                                                                                                                                     Tender Offer Memorandum)

 

Rationale for the Offer

The Offer together with the New Notes offering are being made by the Offeror
as part of a proactive refinancing of upcoming maturities. The Offer is also
providing liquidity to current Noteholders.

Following consummation of the Offer, any Notes that are purchased in the Offer
will be retired and cancelled and no longer remain outstanding.

Purchase Price and Accrued Interest

The Offeror will, on the Settlement Date, pay for any Notes validly tendered
and accepted by it for purchase pursuant to the Offer a purchase price (the
Purchase Price) to be determined at or around 11.00 a.m. (London Time) on 28
January 2025 (such time and date, the Price Determination Time) in the manner
described in the Tender Offer Memorandum by reference to the sum (such sum,
the Purchase Yield) of (i) the purchase spread of 75 bps (the Purchase Spread)
and (ii) the Benchmark Security Rate.

The Purchase Price will be determined by the Offeror and the Dealer Managers
in accordance with market convention and expressed as a percentage of the
nominal amount of the Notes accepted for purchase pursuant to the Offer
(rounded to the nearest 0.001 per cent., with 0.0005 being rounded upwards),
and is intended to reflect a yield to the first call date of the Notes (being
16 March 2026) on the Settlement Date equal to the Purchase Yield.
Specifically, the Purchase Price for the Notes will equal (a) the value of all
remaining payments of principal and interest on the Notes up to and including
16 March 2026 (assuming all outstanding Notes were redeemed at their nominal
amount on such date), discounted to the Settlement Date at a discount rate
equal to the Purchase Yield, minus (b) Accrued Interest.

The determination of the Purchase Price by the Offeror and the Dealer Managers
will, in the absence of manifest error, be final and binding on all parties.

The Offeror will also pay an Accrued Interest Payment in respect of Notes
accepted for purchase pursuant to the Offer.

Any and All Offer

If the Offeror decides to accept valid tenders of any Notes for purchase
pursuant to the Offer, it will accept for purchase all Notes that are validly
tendered in full, with no pro rata scaling, subject to the satisfaction (or
waiver) of the New Financing Condition.

New Notes Offering and New Financing Condition

Alongside the Offer, the Offeror has also announced today its intention,
subject to market conditions, to issue a series of new sterling-denominated
senior non-preferred notes (the New Notes).

Whether the Offeror will purchase any Notes validly tendered in the Offer is
subject, without limitation, to the successful completion (in the sole
determination of the Offeror) of the issue of the New Notes (the New Financing
Condition), or the waiver of such condition.

Even if the New Financing Condition is satisfied, the Offeror is under no
obligation to accept for purchase any Notes tendered pursuant to the Offer.
The acceptance for purchase by the Offeror of Notes validly tendered pursuant
to the Offer is at the sole and absolute discretion of the Offeror, and
tenders may be rejected by the Offeror for any reason.

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in (i) the prospectus dated 9 January 2025
prepared in connection with the £2,000,000,000 Euro Medium Term Note
Programme of the Offeror (the Programme Prospectus) and (ii) the final terms
to be prepared in connection with the New Notes, and no reliance is to be
placed on any representations other than those contained in the Programme
Prospectus.

For the avoidance of doubt, the ability to purchase any New Notes is subject
to all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder and the
selling restrictions set out in the Programme Prospectus). It is the sole
responsibility of each Noteholder to satisfy itself that it is eligible to
purchase the New Notes.

The New Notes have not been, and will not be, offered or sold in the United
States. Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Notes in the United States or any other jurisdiction.  Securities may not be
offered, sold or delivered in the United States absent registration under, or
an exemption from the registration requirements of, the United States
Securities Act of 1933, as amended (the Securities Act).  The New Notes have
not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. Persons (as
defined in Regulation S of the Securities Act (each a U.S. Person)).

Compliance information for the New Notes:

UK MiFIR - professionals/ECPs-only / No PRIIPs or UK PRIIPs KID - Manufacturer
target market (UK MiFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No PRIIPs or UK PRIIPs
key information document (KID) has been or will be prepared. No sales to UK or
EEA retail investors.

See the Programme Prospectus for further information.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities.

Allocation of the New Notes

When considering allocation of the New Notes, the Offeror may give preference
to those Noteholders that, prior to such allocation, have validly tendered or
have given a firm intention to any Dealer Manager that they intend to tender
their Notes for purchase pursuant to the Offer. Therefore, a Noteholder that
wishes to subscribe for New Notes in addition to tendering its existing Notes
for purchase pursuant to the Offer may be eligible to receive, at the sole and
absolute discretion of the Offeror, priority in the allocation of the New
Notes, subject to the issue of the New Notes and such Noteholder making a
separate application for the purchase of such New Notes to a Dealer Manager
(in its capacity as a joint lead manager of the issue of the New Notes) in
accordance with the standard new issue procedures of such Dealer Manager. Any
such preference will, subject to the sole and absolute discretion of the
Offeror, be applicable up to the aggregate nominal amount of Notes tendered by
such Noteholder (or in respect of which such Noteholder has indicated a firm
intention to tender as described above) pursuant to the Offer. However, the
Offeror is not obliged to allocate any New Notes to a Noteholder that has
validly tendered or indicated a firm intention to tender its Notes for
purchase pursuant to the Offer and, if any such New Notes are allocated, the
nominal amount thereof may be less or more than the nominal amount of Notes
tendered by such Noteholder and accepted for purchase by the Offeror pursuant
to the Offer. Any such allocation will also, among other factors, take into
account the minimum denomination of the New Notes (being £100,000).

All allocations of the New Notes, while being considered by the Offeror as set
out above, will be made in accordance with customary new issue allocation
processes and procedures in the sole and absolute discretion of the Offeror.
In the event that a Noteholder validly tenders Notes pursuant to the Offer,
such Notes will remain subject to such tender and the conditions of the Offer
as set out in the Tender Offer Memorandum irrespective of whether that
Noteholder receives all, part or none of any allocation of New Notes for which
it has applied.

Noteholders should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Deadline for the Offer and any
Noteholder that wishes to subscribe for New Notes in addition to tendering
Notes for purchase pursuant to the Offer should therefore provide, as soon as
practicable, and prior to the New Notes allocation, to any Dealer Manager any
indications of a firm intention to tender Notes for purchase pursuant to the
Offer and the quantum of Notes that it intends to tender.

General

The Offer begins on 20 January 2025 (the Launch Date) and will expire at 4.00
p.m. (London Time) on 27 January 2025 (the Expiration Deadline), unless
extended, re-opened or terminated as provided in the Tender Offer Memorandum.

In order to be eligible to receive the Purchase Price, Noteholders must
validly tender their Notes by the Expiration Deadline, 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.  The relevant
deadline set by any intermediary or Clearing System will be earlier than this
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 an aggregate nominal amount of at least the minimum
denomination in respect of the Notes (being £100,000), and may be submitted
in integral multiples of £1,000 thereafter.

Indicative Timetable for the Offer

 Events                                                                           Times and Dates

                                                                                  (all times are London Time)
 Launch Date                                                                      20 January 2025

 Offer announced and Tender Offer Memorandum available from the Tender Agent
 via the website https://deals.is.kroll.com/leedsbuildingsociety

 Notice of the Offer published via RNS
 Expiration Deadline                                                              4.00 p.m. on 27 January 2025

 Deadline for receipt by the Tender Agent of all Tender Instructions.
 Price Determination Time                                                         At or around 11.00 a.m. on 28 January 2025

 Determination of the Benchmark Security Rate, Purchase Yield and Purchase
 Price.
 Announcement of Results and Pricing                                              As soon as reasonably practicable after the Price Determination Time on 28

                                                                                January 2025
 Announcement by the Offeror of whether (subject to satisfaction (or waiver) of
 the New Financing Condition on or prior to the Settlement Date) it accepts for
 purchase Notes validly tendered in the Offer and, if so accepted, (i) the
 aggregate nominal amount of Notes to be purchased pursuant to the Offer; and
 (ii) the Benchmark Security Rate, the Purchase Yield and the Purchase Price.
 Settlement Date                                                                  Expected to be on 30 January 2025

 Subject to satisfaction (or waiver) of the New Financing Condition on or prior
 to such date, payment of the Purchase Price and the Accrued Interest Payment
 in respect of the Notes accepted for purchase.

Subject to applicable law and as provided in the Tender Offer Memorandum, the
Offeror may, in its sole and absolute discretion, extend, re-open, amend,
waive any condition of or terminate the Offer at any time and the above times
and dates are subject to the right of the Offeror to so extend, re-open, amend
and/or terminate the Offer.

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 Offer 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 and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be
made by the Offeror by (i) publication through RNS and (ii) delivery of
notices to the Clearing Systems for communication to Direct Participants. Such
announcements may also be made on (a) the relevant Informa IGM Screen Insider
service and/or (b) by the issue of a press release to a Notifying News
Service. Copies of all such announcements, press releases and notices can also
be obtained upon request from the Tender Agent, the contact details for which
are set out below. Significant delays may be experienced in respect of notices
delivered to the Clearing Systems and Noteholders are urged to contact the
Tender Agent for the relevant announcements during the course of the Offer.

Further Information

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the Offer.

 

Requests for information in relation to the Offer should be directed to:

 THE DEALER MANAGERS
 BNP Paribas                                        HSBC Bank plc

 16, boulevard des Italiens                         8 Canada Square

 75009 Paris                                        London E14 5HQ

 France                                             United Kingdom

 Telephone: +33 1 55 77 78 94                       Telephone: +44 20 7992 6237

 Attention: Liability Management Group              Attention: Liability Management, DCM

 Email: liability.management@bnpparibas.com         Email: LM_EMEA@hsbc.com
 NatWest Markets Plc                                Nomura International plc

 250 Bishopsgate                                    1 Angel Lane

 London EC2M 4AA                                    London EC4R 3AB

 United Kingdom                                     United Kingdom

 Telephone: +44 20 7678 5222                        Telephone: +44 20 7103 2410 / +44 20 7103 2454

 Attention: Liability Management                    Attention: Liability Management Group

 Email: nwmliabilitymanagement@natwestmarkets.com   Email: liability.management@nomura.com

 

 

Requests for information in relation to the procedures for tendering Notes in,
and for any documents or materials relating to, the Offer should be directed
to:

THE TENDER AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: +44 20 7704 0880

Attention: Owen Morris / Scott Boswell

Email: leedsbuildingsociety@is.kroll.com

Website: https://deals.is.kroll.com/leedsbuildingsociety

This announcement is made by Leeds Building Society 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 as it forms part of UK
domestic law by virtue of the EUWA (UK MAR), encompassing information relating
to the Offer described above. For the purposes of UK MAR and the Implementing
Technical Standards, this announcement is made by Paul Riley, Director of
Treasury at the Offeror.

 

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 Offer.  Any Noteholder who is in any doubt as to the
action it should take is recommended to seek its own financial, regulatory 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 must contact such entity if it wishes to tender such Notes in
the Offer. None of the Offeror, the Dealer Managers or the Tender Agent or any
of their respective directors, employees, officers, agents or affiliates
expresses any opinion about the merits of the Offer or makes any
recommendation whether Noteholders should tender Notes in the Offer and no one
has been authorised by the Offeror, the Dealer Managers or the Tender Agent to
make any such recommendation.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.  Persons into whose
possession this announcement and/or the Tender Offer Memorandum come(s) are
required by each of the Offeror, the Dealer Managers and the Tender Agent to
inform themselves about and to observe any such restrictions.  Neither this
announcement nor the Tender Offer Memorandum constitutes an offer to buy or
the solicitation of an offer to sell Notes (and tenders of Notes in the Offer
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 Offer to be made by a licensed
broker or dealer and a Dealer Manager or any of its affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall be deemed
to be made on behalf of the Offeror by such Dealer Manager or such affiliate
(as the case may be) in such jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New
Notes that would permit a public offering of securities. The minimum
denomination of the New Notes will be £100,000.

United States.  The Offer is 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. This includes, but is
not limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes may not be
tendered in the Offer by any such use, means, instrumentality or facility from
or within the United States or by persons located or resident in the United
States.  Accordingly, copies of this announcement, the 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 persons
located or resident in the United States.  Any purported tender of Notes in
the Offer 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 or 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.

Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. Persons. Securities may
not be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act. The New
Notes have not been, and will not be, registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. Persons.

Each holder of Notes participating in the Offer will represent that it is not
located in the United States and is not participating in the 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 the Offer from the United States. For the purposes of the above two
paragraphs, 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. This announcement and the Tender Offer Memorandum have been
issued by Leeds Building Society of Sovereign House, 26 Sovereign Street,
Leeds, West Yorkshire LS1 4BJ, United Kingdom which is authorised by the
Prudential Regulation Authority (the PRA) of 20 Moorgate, London EC2R 6DA,
United Kingdom and regulated by the Financial Conduct Authority (the FCA) of
12 Endeavour Square, London E20 1JN, United Kingdom and the PRA.  This
announcement and the Tender Offer Memorandum are only addressed to Noteholders
where they would (if they were clients of the Offeror) be per se professional
clients or per se eligible counterparties of the Offeror within the meaning of
the FCA rules. Neither this announcement nor the Tender Offer Memorandum is
addressed to or directed at any persons who would be retail clients within the
meaning of the FCA rules and any such persons should not act or rely on it.
Recipients of this announcement and/or the Tender Offer Memorandum should note
that the Offeror is acting on its own account in relation to the Offer and
will not be responsible to any other person for providing the protections
which would be afforded to clients of the Offeror or for providing advice in
relation to the Offer.

In addition, this announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offer 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 within Article 43 of the Financial
Promotion Order, or to any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.

Italy. None of the Offer, this announcement, the Tender Offer Memorandum or
any other document or materials relating to the Offer have been submitted to
the clearance procedures of the Commissione Nazionale per le Società e la
Borsa (CONSOB) pursuant to Italian laws and regulations.  The Offer is being
carried out in 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. Accordingly, Noteholders or
beneficial owners of the Notes that are located in Italy can tender Notes for
purchase in the Offer 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. 20307 of 15 February 2018, as amended, and Legislative Decree
No. 385 of 1 September 1993, as amended) and in compliance with any other
applicable laws and regulations and with any 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 Offer.

France. The Offer is not being made, directly or indirectly, to the public in
the Republic of France (France). None of this announcement, the Tender Offer
Memorandum or any other document or material relating to the Offer have only
been and shall only be distributed in France to qualified investors as defined
in Article 2(e) of Regulation (EU) 2017/1129, as amended.  Neither this
announcement nor the Tender Offer Memorandum have been or will be submitted
for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium. The Offer is not being made, and will not be made or advertised,
directly or indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of Article I.1, 2(o) of the Belgian Code of Economic Law,
as amended from time to time (a Belgian Consumer) and none of this
announcement, the Tender Offer Memorandum or any other documents or materials
relating to the Offer have not been and shall not be distributed, directly or
indirectly, in Belgium to Belgian Consumers.

 

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