TSB Bank PLC Result of Tender Offer (4630M)
September 14 2023 - 3:48AM
UK Regulatory
TIDM10NG TIDM59OV
RNS Number : 4630M
TSB Bank PLC
14 September 2023
TSB Bank plc announces results of its tender offer for its
GBP750,000,000 Series 2019-1 Floating Rate Covered Bonds due
February 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS
TERRITORIES AND POSSESSIONS ( INCLUDING PUERTO RICO, THE U.S.
VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED
OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).
14 September 2023 . TSB Bank plc (the Offeror) announces today
the results of its invitation to holders of its GBP750,000,000
Series 2019-1 Floating Rate Covered Bonds due February 2024 (ISIN:
XS1951430138) (the Covered Bonds) to tender their Covered Bonds for
purchase by the Offeror for cash up to an aggregate nominal amount
of up to GBP250,000,000 (subject as provided in the Tender Offer
Memorandum) and subject to the satisfaction (or waiver) of the New
Financing Condition (as defined in the Tender Offer Memorandum)
(the Offer).
The Offer was announced on 6 September 2023 and was made on the
terms and subject to the conditions contained in the tender offer
memorandum dated 6 September 2023 (the Tender Offer Memorandum)
prepared by the Offeror. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
The Expiration Deadline for the Offer was 4.00 p.m. (London
time) on 13 September 2023. As at the Expiration Deadline, the
Offeror had received valid tenders of GBP409,815,000 in aggregate
nominal amount of the Covered Bonds for purchase pursuant to the
Offer, as reported by the Tender Agent.
The Offeror announces that (subject to the satisfaction (or
waiver) of the New Financing Condition on or prior to the
Settlement Date) it has decided to accept for purchase an aggregate
nominal amount of GBP249,999,000 of Covered Bonds validly tendered
pursuant to the Offer (the Final Acceptance Amount), at a cash
purchase price equal to 100.33 per cent. of the nominal amount of
the relevant Covered Bonds, together with an Accrued Interest
Payment. All Tender Instructions will be accepted subject to a
Scaling Factor of 60.9999 per cent, subject to adjustments, as
applicable.
Subject to satisfaction (or waiver) of the New Financing
Condition on or prior to such date, the expected Settlement Date
for the Offer is 15 September 2023.
Following the Settlement Date, the Offeror intends to cancel the
Covered Bonds purchased pursuant to the Offer. Accordingly,
following settlement of the Offer and such cancellation,
GBP500,001,000 in aggregate nominal amount of the Covered Bonds
will remain outstanding.
Covered Bonds that have not been tendered or accepted for
purchase pursuant to the Offer will remain outstanding.
THE DEALER MANAGERS
Banco de Sabadell, S.A. Lloyds Bank Corporate Markets
Avenida Óscar Esplá plc
37 10 Gresham Street
03007, Alicante London EC2V 7AE
Spain United Kingdom
Telephone: +44 7158 1726 / 1717
Telephone: +34 91 540 26 95 Attention: Liability Management
Attention: Debt Capital Markets Email: lbcmliabilitymanagement@lloydsbanking.com
Email: martinezdemurguiay@bancsabadell.com
NatWest Markets Plc Nomura International plc
250 Bishopsgate 1 Angel Lane
London EC2M 4AA London EC4R 3AB
United Kingdom United Kingdom
Telephone: +44 20 7678 5222 Telephone: +44 20 7103 2410 /
Attention: Liability Management +44 20 7103 2454
Email: NWMLiabilityManagement@NatWestMarkets.com Attention: Liability Management
Group
Email: liability.management@nomura.com
RBC Europe Limited
100 Bishopsgate
London EC2N 4AA
United Kingdom
Telephone: +44 20 7029 7161
Attention: Liability Management
Email: liability.management@rbccm.com
THE TENDER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Jacek Kusion
Email: tsb @is.kroll.com
Website: https://deals.is.kroll.com/ tsb
This announcement is released by TSB Bank plc and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the EUWA (UK MAR), encompassing information relating to
the Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by
Alison Straszewski, Treasurer at the Offeror.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. No offer or invitation to acquire any
securities is being made pursuant to this announcement. The
distribution of this announcement and the Tender Offer Memorandum
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement and/or the Tender Offer
Memorandum come(s) are required by each of the Offeror, the LLP,
the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions.
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END
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