REG-Travis Perkins Travis Perkins: Tender Offer

Travis PerkinsAnnouncement

05/04/2022 09:45

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Travis Perkins (TPK)
Travis Perkins: Tender Offer

05-Apr-2022 / 09:41 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to
REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

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  TRAVIS PERKINS PLC ANNOUNCES CASH TENDER OFFER FOR ITS OUTSTANDING £300,000,000 4.50 PER
                               CENT. GUARANTEED NOTES DUE 2023

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).

5 April 2022. Travis Perkins  plc (the "Offeror") announces  today an invitation to  eligible
holders of  its outstanding  £300,000,000 4.50  per cent.  Guaranteed Notes  due 2023  (ISIN:
XS1407695680) (the "Notes") to tender such Notes for  purchase by the Offeror for cash up  to
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 5 April 2022 (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
                                                                                 An aggregate
                                                                                 principal
                                                                                 amount of
                                                                                 Notes such
                                                                                 that the
                                                                                 total
                                                                                 Purchase
                                                                                 Price
                                                                                 payable
4.50 per                                              UK Treasury                (excluding
cent.                                                 2.25% due 7                Accrued
Guaranteed    XS1407695680/140769568   £300,000,000   September       145 bps    Interest)
Notes due                                             2023 (ISIN:                for such
2023                                                  GB00B7Z53659)              Notes is no
                                                                                 greater
                                                                                 than 
                                                                                 £120,000,000
                                                                                 (subject to
                                                                                 the right of
                                                                                 the Offeror
                                                                                 to elect to
                                                                                 accept more
                                                                                 or less than
                                                                                 this amount)

Rationale for the Offer

The Offer  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 11.00 a.m. (London time) on 13 April 2022 (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 145 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 principal 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 £120,000,000  (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 principal 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 principal  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.

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 12  April 2022  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 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                                        
Announcement of Offer.

Tender Offer Memorandum available from the Tender Agent         5 April 2022
(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             4.00 p.m. on 12 April 2022
participate in 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    13 April 2022
details of any pro rata scaling that will apply in the event
that the Offeror decides to accept valid tenders of Notes
pursuant to the Offer.
Pricing Time                                                     
Determination of the Benchmark Security Rate and calculation    At or around 11.00 a.m. on 13
of the Purchase Yield and Purchase Price.                       April 2022
Announcement of Results and Pricing                              
Announcement by the Offeror of whether it will accept valid
tenders of Notes for purchase pursuant to the Offer and, if     As soon as reasonably
so accepted, the Final Acceptance Amount, the Benchmark         practicable after the Pricing
Security Rate, the Purchase Yield, the Purchase Price and       Time
details of any pro rata scaling of tenders of the Notes.
Settlement Date                                                  
Expected Settlement Date for the Offer.                         14 April 2022

 

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 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

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

MUFG    Securities     EMEA    plc     (Telephone:    +44     20    7577     2766;     Email:
 1 liability.management@mufgsecurities.com); and

NatWest     Markets      Plc     (Telephone:      +44      20     7678      5222;      Email:
 2 NWMLiabilityManagement@natwestmarkets.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 /  Illia
Vyshenskyi; Email:  3 travisperkins@is.kroll.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  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 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.

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 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.

 

═════════════════════════════════════════════════════════════════════════════════════════════

   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.:   153746
   EQS News ID:    1320547


    
   End of Announcement EQS News Service

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    4 fncls.ssp?fn=show_t_gif&application_id=1320547&application_name=news&site_id=reuters8

References

   Visible links
   1. mailto:liability.management@mufgsecurities.com
   2. mailto:DG.LM-EMEA@bofa.com
   3. mailto:travisperkins@is.kroll.com


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