REG-Travis Perkins TRAVIS PERKINS PLC ANNOUNCES CASH TENDER OFFER FOR ITS OUTSTANDING £250,000,000 3.750 PER CENT. GUARANTEED NOTES DUE 2026

Travis PerkinsAnnouncement

02/04/2025 11:30

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Travis Perkins (TPK)
TRAVIS PERKINS PLC ANNOUNCES CASH TENDER OFFER FOR ITS OUTSTANDING £250,000,000 3.750 PER
CENT. GUARANTEED NOTES DUE 2026

02-Apr-2025 / 11:25 GMT/BST

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  TRAVIS PERKINS PLC ANNOUNCES CASH TENDER OFFER FOR ITS OUTSTANDING £250,000,000 3.750 PER
                               CENT. GUARANTEED NOTES DUE 2026

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 UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN  UNION
(WITHDRAWAL) ACT 2018 (THE “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 (THE “UNITED STATES”) OR  IN
OR INTO ANY OTHER  JURISDICTION WHERE IT  IS UNLAWFUL TO RELEASE,  PUBLISH OR DISTRIBUTE  THIS
ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW).

2 April 2025. Travis  Perkins plc (the  “Offeror”) announces today  an invitation to  eligible
holders of  its outstanding  £250,000,000 3.750  per cent.  Guaranteed Notes  due 2026  (ISIN:
XS2254262285) (the “Notes”) to tender their Notes for purchase by the Offeror for cash in  the
Final Acceptance Amount (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 2 April 2025 (as it  may be supplemented or amended from time to  time,
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    Benchmark       Purchase   Target
of the        Common Code              Principal      Security        Spread     Acceptance
Notes                                  Amount                                    Amount
                                                                                 The Offeror
                                                                                 proposes to
                                                                                 accept Notes
                                                                                 for purchase
                                                                                 pursuant to
                                                                                 the Offer up
                                                                                 to an
                                                                                 aggregate
                                                      UK Treasury                principal
3.750 per                                             0.125 per                  amount of
cent.                                                 cent. due 30               £125,000,000
Guaranteed    XS2254262285/225426228   £250,000,000   January 2026    160 bps    (subject to
Notes due                                             (ISIN:                     the right of
2026                                                  GB00BL68HJ26)              the Offeror
                                                                                 to accept
                                                                                 significantly
                                                                                 more or
                                                                                 significantly
                                                                                 less than (or
                                                                                 none of) the
                                                                                 Target
                                                                                 Acceptance
                                                                                 Amount)

Rationale for the Offer

The Offer is being made to manage the Offeror’s debt profile proactively and provide liquidity
for investors in the Notes.

Notes purchased by the Offeror pursuant to the Offer are expected to be cancelled and will not
be re-issued or  re-sold. Notes  which have  not been  validly submitted  and/or accepted  for
purchase pursuant to the Offer will remain outstanding.

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 10.30 a.m. (London time) on 10 April 2025 (the “Pricing Time”) in the manner  described
in the Tender Offer Memorandum  by reference to the annualised  sum (such annualised sum,  the
“Purchase Yield”) of (i) the purchase spread of  160 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  for
purchase pursuant to the Offer.

Final Acceptance Amount and Scaling

The Offeror proposes to  accept Notes for purchase  pursuant to the Offer  up to an  aggregate
principal amount  of  £125,000,000 (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 principal amount of Notes  validly tendered pursuant to  the Offer that the  Offeror
decides, in  its sole  and  absolute discretion,  to accept  for  purchase, being  the  “Final
Acceptance Amount”).

If the Offeror decides to accept for purchase valid tenders of Notes pursuant to the Offer and
the aggregate principal amount of Notes validly tendered for purchase pursuant to the Offer is
greater than the Final Acceptance Amount, the Offeror intends to accept such validly  tendered
Notes for purchase  on a  pro rata basis  such that  the aggregate principal  amount of  Notes
accepted for purchase pursuant  to the Offer  is no greater than  the Final Acceptance  Amount
and, for the  purpose of such  acceptance, each  such tender of  Notes will be  scaled by  the
Scaling Factor, subject to potential rounding adjustments, as further described in the  Tender
Offer Memorandum.

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 9 April 2025 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 principal 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 thereafter.

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                                         
Announcement of the Offer.

Tender Offer Memorandum available from the Tender Agent          2 April 2025
(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 order for Holders to be able to participate in   4.00 p.m. on 9 April 2025
the Offer.
Announcement of Indicative Results                                
Announcement by the Offeror of the aggregate principal amount
of Notes validly tendered for purchase pursuant to the Offer,
together with a non-binding indication of the level at which     Prior to the Pricing Time on
it expects to set the Final Acceptance Amount and indicative     10 April 2025
details of any Scaling Factor that may be applied to valid
tenders of Notes pursuant to the Offer.
Pricing Time                                                      
Determination of the Benchmark Security Rate and calculation     At or around 10.30 a.m. on 10
of the Purchase Yield and Purchase Price.                        April 2025
Announcement of Results and Pricing                               
Announcement by the Offeror of the aggregate principal amount
of Notes validly tendered for purchase pursuant to the Offer,
whether it will accept valid tenders of Notes for purchase       As soon as reasonably
pursuant to the Offer and, if so accepted, the Final             practicable after the Pricing
Acceptance Amount, the Benchmark Security Rate, the Purchase     Time
Yield, the Purchase Price and final details of any Scaling
Factor that will be applied to valid tenders of Notes pursuant
to the Offer.
Settlement Date                                                   
Expected Settlement Date for the Offer.                          11 April 2025

 

The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of and/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, waive any condition of 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  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 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

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

BNP PARIBAS (Telephone: +33 1 55 77 78 94; Email:  1 liability.management@bnpparibas.com); and

Lloyds  Bank  Corporate   Markets  plc   (Telephone:  +44  20   7158  1726   /  1719;   Email:
 2 lbcmliabilitymanagement@lloydsbanking.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:

Kroll Issuer Services  Limited (Telephone: +44  20 7704 0880;  Attention: Owen Morris;  Email:
 3 travisperkins@is.kroll.com; Website: https://deals.is.kroll.com/travisperkins).

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 as it forms part of United Kingdom 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 Miller,  General Counsel  & Company  Secretary of  Travis
Perkins 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, investment, regulatory and
legal advice, including  in respect of  any financial, accounting,  regulatory, legal and  tax
consequences, immediately  from  its broker,  bank  manager, solicitor,  accountant  or  other
independent financial, investment, regulatory, 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  representation
or recommendation whatsoever regarding the Tender Offer  Memorandum or the Offer, and none  of
the Offeror, the Dealer Managers or the Tender Agent (or their respective Associated  Persons)
makes any recommendation as to whether Holders should  tender Notes in 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,  financial,  investment,   tax,
regulatory,  accounting  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.

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.

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 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

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 resident  and/or located in  Italy may tender  some or all  of their Notes  for
purchase 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”). Neither this announcement, the Tender Offer Memorandum nor any other documents  or
materials relating to the Offer have been and shall not be distributed to the public in France
and only qualified  investors as  defined in  Article 2(e)  of Regulation  (EU) 2017/1129  are
eligible to participate in the Offer.  Neither this announcement, the Tender Offer  Memorandum
nor any other documents or materials relating to the Offer have been and will not be submitted
for clearance to nor approved by the Autorité des Marchés Financiers.

 

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Dissemination of a Regulatory Announcement that contains inside information in accordance with
the Market Abuse Regulation (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

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   ISIN:           GB00BK9RKT01
   Category Code:  TEN
   TIDM:           TPK
   LEI Code:       2138001I27OUBAF22K83
   OAM Categories: 2.2. Inside information
                   3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   380965
   EQS News ID:    2110616


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:liability.management@bnpparibas.com
   2. mailto:lbcmliabilitymanagement@lloydsbanking.com
   3. mailto:travisperkins@is.kroll.com


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