REG - Imperial Brands Fin - Tender Offer Results and Pricing

Wells Fargo & CoAnnouncement

09/07/2025 18:30

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RNS Number : 4357Q  Imperial Brands Finance PLC  09 July 2025

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING 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").

July 9, 2025

Imperial Brands Finance PLC (formerly known as Imperial Tobacco Finance PLC)
announces early results, increase in Maximum Acceptance Amount in respect of
the GBP Notes and pricing of its tender offers

Imperial Brands Finance PLC (the "Offeror") announces today the early results
and pricing of its previously announced tender offers (each an "Offer" and
together, the "Offers") for its outstanding US$750,000,000 3.500 per cent.
Notes due 2026 (the "US$ Notes") and GBP500,000,000 5.500% Notes due 2026 (the
"GBP Notes" and together with the US$ Notes, the "Notes"), issued by the
Offeror and guaranteed by Imperial Brands PLC (formerly known as Imperial
Tobacco Group PLC, the "Guarantor", and, together with its subsidiaries, the
"Group"). The terms and conditions of the Offers are described in an offer to
purchase dated June 24, 2025 (the "Offer to Purchase"). Capitalized terms not
otherwise defined in this announcement have the same meaning as assigned to
them in the Offer to Purchase.

The Early Tender Deadline for the Offers was 5:00 p.m. (New York City time) on
July 8, 2025. Pursuant to the terms of the Offers, the deadline to withdraw
tendered Notes expired at the Early Tender Deadline and all Notes validly
tendered prior to the Early Tender Deadline may no longer be withdrawn. The
Offeror hereby announces that, as of the Early Tender Deadline, the aggregate
principal amounts of Notes that had been validly tendered and not validly
withdrawn pursuant to the Offers (the "Early Tender Amount") were as set out
in the table below.

The pricing of the Offers took place at or around 10:00 a.m., New York City
time today (the "Price Determination Date"). The table below also sets forth
certain pricing information regarding the Offers as of the Price Determination
Date.

Additionally, the Offeror hereby announces its decision to increase the
Maximum Acceptance Amount for the GBP Notes from GBP275,000,000 to
GBP311,681,000. All references in the Offer to Purchase to the Maximum
Acceptance Amount applicable to the GBP Notes shall be deemed to refer to such
amount, as so increased. For the avoidance of doubt, the Early Tender Deadline
is not being extended and has expired.

The Offeror hereby announces its intention to accept (subject to the
satisfaction or waiver of the conditions of the Offers), on the Early
Settlement Date, all such GBP Notes validly tendered at or prior to the Early
Tender Deadline. No Scaling Factor is expected to be applied to the GBP Notes.
The Offeror additionally hereby announces its intention to accept (subject to
the satisfaction or waiver of the conditions of the Offers), on the Early
Settlement Date, such US$ Notes validly tendered at or prior to the Early
Tender Deadline in the amount equal to the Maximum Acceptance Amount
applicable to the US$ Notes, subject to the relevant Scaling Factor set out in
the table below.

 Description of Notes (CUSIP/ISIN)               Early Tender Amount  Early Acceptance Amount  Scaling Factor  Principal Amount Outstanding after Acceptance  Reference Yield  Fixed Spread (basis points)((1))  Early Tender Offer Consideration((1))  Tender Offer Consideration

 US$750,000,000 3.500 per cent. Notes due 2026   US$                  US$                      0.750190        US$                                            4.114%           35                                US$990.28 per US$1,000                 US$940.28 per US$1,000

511,893,000
350,000,000
400,000,000
 (Rule 144A: 45262BAB9 /

 US45262BAB99

 Reg S:

 G471AB NV8 /

 USG471ABNV88)

 GBP500,000,000 5.500 per cent. Notes due 2026   GBP                  GBP 311,681,000          -               GBP                                            3.776%           65                                GBP1,011.67 per GBP1,000               GBP961.67 per GBP1,000

311,681,000
188,319,000
 (XS0683568223)

(1) For the avoidance of doubt, the applicable Early Tender Premium (US$50 per
US$1,000 and GBP50 per GBP1,000, as applicable) is already included within the
applicable Early Tender Offer Consideration (calculated using the applicable
Fixed Spread over the applicable Reference Yield (with such sum being
annualised in the case of the GBP Notes) as described in the Offer to
Purchase) and is not in addition to the applicable Early Tender Offer
Consideration. In addition, Noteholders whose Notes are accepted for purchase
will also receive the applicable Accrued Interest Payment on such Notes.

Although the Offers will finally expire at 5:00 p.m. (New York City time) on
July 23, 2025, unless extended by the Offeror (such time and date, as the same
may be extended, the "Expiration Deadline"), as the aggregate principal amount
of relevant Notes tendered at or prior to the Early Tender Deadline was equal
to or greater than the relevant Maximum Acceptance Amount, no Notes tendered
after the Early Tender Deadline will be accepted for purchase. Since the
aggregate principal amount of GBP Notes tendered as of the Early Tender
Deadline equals the increased Maximum Acceptance Amount for the GBP Notes, all
GBP Notes tendered as of the Early Tender Deadline will be accepted for
purchase. Because the US$ Offer was oversubscribed as at the Early Tender
Deadline, the Offeror intends to accept for purchase relevant US$ Notes
tendered at or prior to the Early Tender Deadline on a prorated basis. If such
proration and rounding down would result in US$ Notes in a principal amount of
less than the relevant Minimum Denomination being returned to a Noteholder,
then the Offeror, in its sole and absolute discretion, intends to reject all
of such Noteholder's validly tendered US$ Notes.

The settlement date for the Notes validly tendered on or prior to the Early
Tender Deadline and accepted for purchase the Offeror is expected to be July
11, 2025, unless extended by the Offeror (the "Early Settlement Date").
Noteholders whose Notes are accepted for purchase will also receive the
applicable Accrued Interest Payment on such Notes.

Noteholders are advised to read carefully the Offer to Purchase for full
details of and information on the procedures for participating in the Offers.

Further information

Noteholders may access the Offer to Purchase at
https://www.gbsc-usa.com/imperial/ (https://www.gbsc-usa.com/imperial/) .

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

Dealer Managers

 Merrill Lynch International                        Santander US Capital Markets LLC                                  Wells Fargo Securities, LLC
 2 King Edward Street                               437 Madison Avenue                                                550 South Tryon Street, 5th Floor

London EC1A 1HQ
New York, NY 10022
Charlotte, NC 28202

United Kingdom
United States of America
United States of America

 Attention: Liability Management Group              Attention: Liability Management                                   Attention: Liability Management Group

Telephone (Europe):

                                                  Telephone (U.S. Toll Free):                                       Telephone (U.S. Toll Free):
 +44 207 996 5420

Telephone (U.S. Toll Free):                       +1 (855) 404 3636                                                 +1 (866) 309 6316

 +1 (888) 292 0070                                  Telephone (U.S.):                                                 Telephone (U.S.):

Telephone (U.S.):

                                                  +1 (212) 350 0660                                                 +1 (704) 410 4759
 +1 (980) 387 3907

Email:                                            Email (U.S.):                                                     Email: liabilitymanagement@wellsfargo.com

                                                                 (mailto:liabilitymanagement@wellsfargo.com)
 DG.LM-EMEA@bofa.com (mailto:DG.LM-EMEA@bofa.com)   AmericasLM@santander.us Email (Europe) (Banco Santander, S.A.):

                                                    LiabilityManagement@gruposantander.com                            Telephone (Europe) (Wells Fargo Securities International Limited):
                                                    (mailto:LiabilityManagement@gruposantander.com)

                                                                                                                      +44 203 942 8553

 

Questions and requests for assistance in connection with the tender of Notes
including requests for a copy of the Offer to Purchase may be directed to:

Information Agent:

 Global Bondholder Services Corporation

 65 Broadway - Suite 404

 New York, New York 10006

 Attention: Corporate Actions

 Bankers and Brokers call: +1 (212) 430-3774

 Toll free: +1 (855) 654-2015

 Website: https://www.gbsc-usa.com/imperial/
 (https://www.gbsc-usa.com/imperial/)

 

Depositary Agent:

 Global Bondholder Services Corporation

 By facsimile (For Eligible Institutions only): +1 (212) 430-3775/3779

 Confirmation: +1 (212) 430-3774

 Email: contact@gbsc-usa.com (mailto:contact@gbsc-usa.com)

 

NOTICE AND DISCLAIMER

This press release is neither an offer to purchase, nor a solicitation of an
offer to sell the Notes or any other securities. The Offeror is making the
Offers only by, and pursuant to, the terms of the Offer to Purchase. The
Offers are not being made in any jurisdiction in which the making of or
acceptance thereof would not be in compliance with the securities laws, blue
sky laws or other laws of such jurisdiction. None of the Offeror, the Dealer
Managers or the Information & Depositary Agent is making any
recommendation as to whether Noteholders should tender or refrain from
tendering their Notes in response to the Offers or how much they should
tender. Each Noteholder must make his, her or its own decision as to whether
to tender or refrain from tendering Notes and, if a Noteholder determines to
tender, as to how many Notes to tender.

This announcement must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important information which
should be read carefully before any decision is made with respect to the
Offers. If any Noteholder is in any doubt as to the contents of the Offer to
Purchase or the action it should take, it is recommended to seek its own
legal, accounting and financial advice, including in respect of any tax
consequences, 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 pursuant to the Offers.

UK MARKET ABUSE REGULATION

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 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 Matthew Slade, Director of the
Offeror.

FORWARD-LOOKING INFORMATION

This announcement contains certain forward-looking statements that reflect the
Offeror's intent, beliefs or current expectations about the future and can be
recognized by the use of words such as "expects," "will," "anticipate," or
words of similar meaning. These forward-looking statements are not guarantees
of any future performance and are necessarily estimates reflecting the best
judgment of the senior management of the Offeror and involve a number of risks
and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. As a consequence, these
forward-looking statements should be considered in light of various important
factors that could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements, which include,
without limitation, the risk factors set forth in the Offer to Purchase. The
Offeror cannot guarantee that any forward-looking statement will be realized,
although they believe they have been prudent in their respective plans and
assumptions. Achievement of future results is subject to risks, uncertainties
and assumptions that may prove to be inaccurate. Should known or unknown risks
or uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those anticipated,
estimated or projected. The Offeror undertakes no obligation to update
publicly or release any revisions to these forward-looking statements to
reflect events or circumstances or to reflect the occurrence of unanticipated
events, except as required by applicable law.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Offer to Purchase do not constitute an offer or an
invitation to participate in the Offers in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make such offer or invitation or
for there to be such participation under applicable laws. The distribution of
this announcement and the Offer to Purchase in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement or the
Offer to Purchase comes are required by each of the Offeror, the Dealer
Managers and the Information & Depositary Agent to inform themselves about
and to observe any such restrictions.

United Kingdom

The communication of this announcement, the Offer to Purchase and any other
documents or materials relating to the Offers are not being made and such
documents and/or materials have not been approved by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, persons in the United Kingdom other than (i) to
those persons in the United Kingdom falling within the definition of
investment professionals (as defined by Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Financial
Promotion Order")), (ii) to those persons falling within Article 43(2) of the
Financial Promotion Order, or (iii) to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.

France

This announcement, the Offer to Purchase and any other documents or offering
materials relating to the Offers may not be distributed in the Republic of
France except to qualified investors (investisseurs qualifiés) as defined in
Article 2(e) of the Prospectus Regulation. This announcement and the Offer to
Purchase have not been and will not be submitted for clearance to the
Autorité des marchés financiers.

Belgium

The Offers are 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, 2o of the Belgian Code of Economic Law, as amended
from time to time (a "Belgian Consumer") and this announcement, the Offer to
Purchase or any other documents or materials relating to the Offers have not
been and shall not be distributed, directly or indirectly, in Belgium to
Belgian Consumers.

Italy

None of the Offers, this announcement, the Offer to Purchase or any other
documents or materials relating to the Offers has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società e la
Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations. The
Offers are 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 February 24, 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended (the "Issuers' Regulation"). The Offers are also being carried out in
compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.
Noteholders or beneficial owners of the Notes that are located in Italy can
tender the Notes through authorized 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
February 15, 2018, as amended from time to time, and Legislative Decree No.
385 of September 1, 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other Italian
authority.

General

The Offers do not constitute an offer to buy or the solicitation of an offer
to sell Notes in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities or other laws require an
Offer to be made by a licensed broker or dealer and any of the Dealer Managers
or, where the context so requires, any of their respective affiliates is such
a licensed broker or dealer in that jurisdiction, the relevant Offer shall be
deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate
(as the case may be) in such jurisdiction.

 

Each Noteholder participating in the Offers will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in "Procedures for Participating in the Offers" in the
Offer to Purchase. Any tender of Notes for purchase pursuant to the Offers
from a Noteholder that is unable to make these representations may be
rejected. Each of the Offeror, the Guarantor, the Dealer Managers and the
Information & Depositary Agent reserves the right, in their absolute
discretion, to investigate, in relation to any tender of Notes for purchase
pursuant to the Offers, whether any such representation given by a Noteholder
is correct and, if such investigation is undertaken and as a result the
Offeror determines (for any reason) that such representation is not correct,
such tender may be rejected.

 

Please see the Offer to Purchase for certain other important information on
offer restrictions applicable to the Offers.

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