REG - TP ICAP Finance PLC - Tender Offer

TP IcapAnnouncement

08/11/2021 10:35

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RNS Number : 6393R  TP ICAP Finance PLC  08 November 2021

 

TP ICAP Finance plc announces Cash Tender Offer for its outstanding

£500,000,000 5.250 per cent. Notes due 2024

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF 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 EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

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 UNITED
STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

8 November 2021. TP ICAP Finance plc (the Offeror) announces today an
invitation to eligible holders of its outstanding £500,000,000 5.250 per
cent. Notes due 2024 (ISIN: XS1555815494) (the Notes) to tender such Notes for
purchase by the Offeror for cash up to the Final Acceptance Amount (as defined
below) subject to the satisfaction (or waiver by the Offeror) of the New
Financing Condition (as defined below) (such invitation, the Offer).

The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 8 November 2021 (the Tender Offer
Memorandum) prepared by the Offeror in connection with the Offer, and is
subject to the offer restrictions set out below, as more fully described in
the Tender Offer Memorandum. For detailed terms of the Offer, please refer to
the Tender Offer Memorandum, copies of which are (subject to distribution
restrictions) available from the Tender Agent as set out below.

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offer

A summary of certain of the terms of the Offer appears below:

 

 Description                       ISIN /                    Outstanding Nominal Amount  Benchmark Security                                           Purchase Spread  Target Acceptance

of the Notes
Common Code

                                                                                                                                                                       Amount
 5.250 per cent.  Notes due 2024   XS1555815494 / 155581549  £431,375,000                UK Treasury 0.125% due 31 January 2024 (ISIN: GB00BMGR2791)  75 bps           An aggregate nominal amount of Notes such that the total Purchase Price
                                                                                                                                                                       payable (excluding Accrued Interest) for such Notes is no greater than
                                                                                                                                                                       £200,000,000 (subject to the right of the Offeror to elect to accept more or
                                                                                                                                                                       less than this amount)

Rationale for the Offer

The Offer, in conjunction with the issuance of the New Notes (as defined
below), is being made to proactively manage the Offeror's debt profile. Notes
purchased by the Offeror pursuant to the Offer are expected to be cancelled
and will not be re-issued or re-sold.

Purchase Price

The Offeror will pay for any Notes validly tendered and accepted for purchase
by it pursuant to the Offer a purchase price for such Notes (the Purchase
Price) to be determined at or around 2.00 p.m. (London time) on 16 November
2021 (the Pricing 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,
as further described in the Tender Offer Memorandum.

Accrued Interest

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

Final Acceptance Amount and Scaling

The Offeror proposes to accept an aggregate nominal amount of Notes (if any)
such that the total Purchase Price payable (excluding Accrued Interest) by the
Offeror for all such Notes accepted for purchase pursuant to the Offer does
not exceed £200,000,000 (the Target Acceptance Amount). However, the Offeror
reserves the right, in its sole discretion, to accept significantly more or
significantly less than (or none of) the Target Acceptance Amount for purchase
pursuant to the Offer (the final aggregate amount of Notes accepted for
purchase pursuant to the Offer being the Final Acceptance Amount).

If the Offeror decides to accept for purchase valid tenders of Notes pursuant
to the Offer and the aggregate nominal amount of Notes validly tendered
pursuant to the Offer is greater than the Final Acceptance Amount, the Offeror
intends to accept such Notes for purchase on a pro rata basis such that the
aggregate nominal amount of Notes accepted for purchase pursuant to the Offer
is no greater than the Final Acceptance Amount, as further described in the
Tender Offer Memorandum.

New Financing Condition

The Offeror is announcing today its intention to issue new
sterling-denominated fixed rate notes due 2028 (the New Notes), subject to
market conditions. The proceeds of the issue of the New Notes will be used, in
whole or in part, to finance the Offer.

Whether the Offeror will accept for purchase any Notes validly tendered in the
Offer and complete 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) (unless the Offeror, in its sole and
absolute discretion, elects to waive the New Financing 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 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 the base prospectus dated 5 November
2021 and the applicable final terms, once published, prepared in connection
with the issue of the New Notes and their admission to the Official List of
the Financial Conduct Authority and admission to trading on the main market of
the London Stock Exchange plc (together, the Prospectus), and no reliance is
to be placed on any representations other than those contained in the
Prospectus.

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

The New Notes and the guarantee in respect thereof are not being, and will not
be, offered or sold in the United States. Nothing in either this announcement
or the Tender Offer Memorandum constitutes an offer to sell or the
solicitation of an offer to buy the New Notes or the guarantee in respect
thereof 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 and the
guarantee in respect thereof 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 under the Securities Act).

Compliance information for the New Notes:  UK MiFIR
professionals/ECPs-only/No EEA/UK PRIIPs KID - eligible counterparties and
professional clients only (all distribution channels). No sales to retail
investors in the European Economic Area (EEA) or the United Kingdom (UK). No
key information document has been or will be prepared pursuant to Regulation
(EU) No 1286/2014 (as amended, the EEA PRIIPs Regulation) or that Regulation
as it forms part of UK domestic law pursuant to the European Union
(Withdrawal) Act 2018, as amended (the UK PRIIPs Regulation), and accordingly
sales to retail investors in the EEA and/or the UK may be unlawful under the
EEA PRIIPs Regulation and/or the UK PRIIPs Regulation.

See the 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

The Offeror will, in connection with the allocation of the New Notes, consider
among other factors whether or not the relevant investor seeking an allocation
of the New Notes has, prior to such allocation, validly tendered or indicated
a firm intention to the Offeror or the Dealer Managers that they intend to
tender their Notes pursuant to the Offer and, if so, the aggregate nominal
amount of the Notes tendered or intended to be tendered by such investor.
Therefore, a Holder who wishes to subscribe for New Notes in addition to
tendering its 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
Holder also making a separate application for the purchase of such New Notes
to the Dealer Managers (in their capacity as  joint lead managers of the
issue of the New Notes) or to any other joint lead manager of the issue of the
New Notes in accordance with the standard new issue procedures of such joint
lead manager. However, the Offeror is not obliged to allocate the New Notes to
a Holder who has validly tendered or indicated a firm intention to tender the
Notes pursuant to the Offer and, if New Notes are allocated, the nominal
amount thereof may be less or more than the nominal amount of Notes tendered
by such Holder and accepted 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 event that a Holder 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 Holder receives all, part or none of any allocation of New
Notes for which it has applied.

Holders 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
Holder that wishes to subscribe for New Notes in addition to tendering
existing Notes for purchase pursuant to the Offer should therefore provide, as
soon as practicable, 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 in order for this to be taken into account as part
of the New Notes allocation process.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
the Accrued Interest Payment pursuant to, the Offer, Holders must validly
tender their Notes for purchase by delivering, or arranging to have delivered
on their behalf, a valid Tender Instruction that is received by the Tender
Agent by 4.00 p.m. (London time) on 15 November 2021 unless extended,
re-opened, amended and/or terminated as provided in the Tender Offer
Memorandum (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 Notes of no less than £100,000 (being the minimum denomination of the
Notes), and may be submitted in integral multiples of £1,000 thereabove.

A separate Tender Instruction must be completed on behalf of each beneficial
owner.

 

Indicative timetable for the Offer

The anticipated transaction timetable is summarised below:

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offer                                                        8 November 2021

 Announcement of Offer and the intention of the Offeror to issue the New Notes,
 subject to market conditions.

 Tender Offer Memorandum available from the Tender Agent (subject to the
 restrictions set out in "Offer and Distribution Restrictions" below).
 Expiration Deadline

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in   4.00 p.m. on 15 November 2021
 order for Holders to be able to participate in the Offer.
 Announcement of Indicative Results
 Announcement by the Offeror of the aggregate nominal amount of Notes validly     Prior to the Pricing Time on 16 November 2021
 tendered for purchase pursuant to the Offer, together with a non-binding
 indication of the level at which it expects to set the Final Acceptance Amount
 and indicative details of any pro rata scaling that will apply in the event
 that the Offeror decides to accept (subject to satisfaction or waiver of the
 New Financing Condition on or prior to the Settlement Date) valid tenders of
 Notes pursuant to the Offer.
 Pricing Time
 Determination of the Benchmark Security Rate and calculation of the Purchase     At or around 2.00 p.m. on 16 November 2021
 Yield and Purchase Price.
 Announcement of Results and Pricing

 Announcement by the Offeror of whether it will accept (subject to the            As soon as reasonably practicable after the Pricing Time
 satisfaction or waiver of the New Financing Condition on or prior to the
 Settlement Date) valid tenders of Notes for purchase pursuant to the Offer
 and, if so accepted, the Final Acceptance Amount, the Benchmark Security Rate,
 the Purchase Yield, the Purchase Price and details of any pro rata scaling of
 tenders of the Notes.
 Settlement Date

 Subject to the satisfaction, or waiver by the Offeror, of the New Financing      18 November 2021
 Condition, expected Settlement Date for the Offer.

The Offeror may, in its sole discretion, extend, re-open, amend, waive any
condition of or terminate the Offer at any time (subject to applicable law and
as provided in the Tender Offer Memorandum) 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.

Holders 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 Holder in order for that Holder 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 and revocation of Tender Instructions will
be earlier than the relevant deadlines set out above and in the Tender Offer
Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be
made by or on behalf of the Offeror by (i) publication through RNS and (ii)
the delivery of notices to the Clearing Systems for communication to Direct
Participants.  Such announcements may also be made (a) on the relevant
Reuters Insider Screen 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 below.  Significant delays may be experienced where
notices are delivered to the Clearing Systems and Holders are urged to contact
the Tender Agent for the relevant announcements during the course of the
Offer. In addition, Holders may contact the Dealer Managers for information
using the contact details below.

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

Dealer Managers and Tender Agent

HSBC Bank plc and Merrill Lynch International are acting as Dealer Managers
for the Offer and Lucid Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers:

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

Merrill Lynch International (Telephone: +44 20 7996 5420; Attention: Liability
Management Group; Email: DG.LM-EMEA@bofa.com).

Questions and requests for assistance in connection with the procedures for
participating in the Offer, including the delivery of Tender Instructions, may
be directed to the Tender Agent:

Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Harry
Ringrose; Email: tpicap@lucid-is.com).

---

UK MAR: This announcement is released by the Offeror 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 (MAR) 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 Article
2 of the binding technical standards published by the Financial Conduct
Authority in relation to MAR as regards Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Robin Stewart, Chief Financial
Officer of TP ICAP Finance plc.

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. If any Holder 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
Offeror and no one else in connection with the arrangements described in this
announcement and the Tender Offer Memorandum. None of the Offeror, the Dealer
Managers, the Tender Agent or any of their respective directors, officers,
employees, agents, advisers and affiliates (such persons, the Associated
Persons) will be responsible to any Holder for providing any protections which
would be afforded to its clients or for providing advice in connection with
the Offer. None of the Offeror, the Dealer Managers or the Tender Agent or any
of their respective Associated Persons has made or will make any assessment of
the merits and risks of the Offer or of the impact of the Offer on the
interests of the Holders either as a class or as individuals, and none of them
makes any recommendation as to whether Holders should tender Notes pursuant to
the Offer. None of the Offeror, the Dealer Managers or the Tender Agent (or
any of their respective Associated Persons) is providing Holders with any
legal, business, tax or other advice in this announcement and/or the Tender
Offer Memorandum. Holders should consult with their own advisers as needed to
assist them in making an investment decision and to advise them whether they
are legally permitted to tender Notes for cash.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offer 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.  The distribution of
this announcement, the Tender Offer Memorandum and/or any other materials
relating to the Offer in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement, the Tender Offer Memorandum
and/or any other materials relating to the Offer 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, the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or a solicitation of an offer
to sell Notes (and tenders of Notes in the Offer will not be accepted from
Holders) 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 any
Dealer Manager or any of their respective affiliates is such a licensed broker
or dealer in any such jurisdiction, the Offer 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.

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 and 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 any persons located or resident in the
United States, and the Notes cannot be tendered in the Offer by any use,
means, instrumentality or facility from or within or by 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 to buy
or sell, or a solicitation of an offer to buy or sell, any Notes or other
securities in the United States. 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 and the guarantee in respect thereof 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 under the
Securities Act).

Each Holder participating in the Offer will represent that it is not located
in the United States and it 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 this and the above three
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

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer 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, 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)), persons who are within Article 43 of
the Financial Promotion Order (which includes an existing creditor of the
Offeror and, therefore, includes the Holders) or 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 and any
other documents or materials relating to the Offer has been or will be
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 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. Holders or beneficial owners of the Notes that are located in Italy
may tender some or all of their Notes in the Offer 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 and/or the Offer.

France

The Offer is not being made, directly or indirectly, to the public in the
Republic of France (France). This announcement, the Tender Offer Memorandum
and any other documents or materials 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 has been or will be submitted for
clearance to nor approved by the Autorité des Marchés Financiers.

 

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