TIDMBLND
RNS Number : 2479Z
British Land Co PLC
13 December 2017
The British Land Company PLC
Announces Final Results of Cash Tender Offer
NOT FOR 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 OR IN OR INTO ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT.
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.
13 December 2017. Following its indicative results announcement
released earlier today (the Indicative Results Announcement), The
British Land Company PLC (the Offeror) announces today the final
results of its separate invitations (each such invitation an Offer
and, together, the Offers) to holders of its outstanding (i)
GBP110,000,000 5.0055 per cent. First Mortgage Amortising Debenture
Bonds due 2035 (ISIN (bearer): XS0276843603 / ISIN (registered):
GB00B1J01F91) (the 2035 Bonds) and (ii) GBP310,000,000 5.357 per
cent. First Mortgage Debenture Bonds due 2028 (ISIN (bearer):
XS0263450909 / ISIN (registered): GB00B19ZPK76) (the 2028 Bonds
and, together with the 2035 Bonds, the Bonds) to tender their Bonds
for purchase by the Offeror for cash.
The Offers were announced on 30 November 2017 and were made on
the terms and subject to the conditions contained in the tender
offer memorandum dated 30 November 2017 (the Tender Offer
Memorandum) prepared by the Offeror in connection with the Offers.
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Tender
Offer Memorandum.
The Expiration Deadline for the Offers was 5.00 p.m. (London
time) on 12 December 2017.
Results of the Offer in respect of the 2035 Bonds
The Offeror has decided to accept for purchase all 2035 Bonds
validly tendered pursuant to the relevant Offer in full, with no
pro rata scaling, and the 2035 Bonds Acceptance Amount will
therefore be GBP1,634,954.
Final pricing for the Offer in respect of the 2035 Bonds took
place at or around 11.00 a.m. (London time) today. The cash
purchase price the Offeror will pay for 2035 Bonds validly tendered
and accepted for purchase will be 124.046 per cent. of the
(amortised) nominal amount of the relevant 2035 Bonds. The Offeror
will also pay an Accrued Interest Payment in respect of the 2035
Bonds accepted for purchase pursuant to the relevant Offer.
A summary of the final pricing of the Offer in respect of the
2035 Bonds appears below:
2035 Bonds Benchmark
Acceptance Security Purchase Purchase Purchase
Amount Rate Spread Yield Price
------- ------------- ---------- --------- ----------- -------------
2035 GBP1,634,954 1.463 per 130 bps 2.763 per 124.046
Bonds in aggregate cent. cent. per per cent.
nominal annum of the
amount (amortised)
nominal
amount
The Settlement Date in respect of those 2035 Bonds accepted for
purchase is expected to be 20 December 2017. On the Settlement
Date, payment of the relevant Purchase Price and Accrued Interest
Payment will be made to each Bondholder whose 2035 Bonds have been
accepted for purchase pursuant to the relevant Offer in the manner
described in the Tender Offer Memorandum.
Following settlement of the relevant Offer, GBP108,359,046 in
aggregate nominal amount of the 2035 Bonds (GBP95,922,678.29 in
aggregate (amortised) nominal amount of the 2035 Bonds) will remain
outstanding.
Results of the Offer in respect of the 2028 Bonds
The Offeror has decided to set the 2028 Bonds Acceptance Amount
at GBP82,520,407 and, therefore, it accepts for purchase all 2028
Bonds validly tendered pursuant to the relevant Offer in full, with
no pro rata scaling.
Final pricing for the Offer in respect of the 2028 Bonds took
place at or around 11.00 a.m. (London time) today. The cash
purchase price the Offeror will pay for 2028 Bonds validly tendered
and accepted for purchase will be 125.173 per cent. of the nominal
amount of the relevant 2028 Bonds. The Offeror will also pay an
Accrued Interest Payment in respect of the 2028 Bonds accepted for
purchase pursuant to the relevant Offer.
A summary of the pricing of the Offer in respect of the 2028
Bonds appears below:
2028 Bonds Benchmark
Acceptance Security Purchase Purchase Purchase
Amount Rate Spread Yield Price
------- ------------- ----------- --------- ----------- -----------
2028 GBP82,520,407 1.306 125 bps 2.556 125.173
Bonds in aggregate per cent. per cent. per cent.
nominal per annum of the
amount nominal
amount
The Settlement Date in respect of those 2028 Bonds accepted for
purchase is expected to be 20 December 2017. On the Settlement
Date, payment of the relevant Purchase Price and Accrued Interest
Payment will be made to each Bondholder whose 2028 Bonds have been
accepted for purchase pursuant to the relevant Offer in the manner
described in the Tender Offer Memorandum.
Following settlement of the relevant Offer, GBP217,632,633 in
aggregate nominal amount of the 2028 Bonds will remain
outstanding.
General
Lloyds Bank plc and The Royal Bank of Scotland plc (trading as
NatWest Markets) are acting as Dealer Managers for the Offers, Link
Asset Services, a trading name of Link Market Services Limited, is
acting as Receiving Agent and The Bank of New York Mellon, London
Branch is acting as Tender Agent:
The Dealer Managers
Lloyds Bank plc The Royal Bank of Scotland plc
10 Gresham Street (trading as NatWest Markets)
London EC2V 7AE 250 Bishopsgate
London EC2M 4AA
Telephone: +44 (0) 20 7158 1721 Telephone: +44 (0) 20 7678 5282
Email: liability.management@lloydsbanking.com Email: liabilitymanagement@natwestmarkets.com Attention:
Attention: Liability Management
Liability Management Team, Commercial Banking
The Receiving Agent
Link Asset Services, a trading name of Link Market Services
Limited
Corporate Actions
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Telephone: +44 (0) 371 664 0321
Calls are charged at the standard geographic rate and will vary
by provider.
Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 am
- 5.30 pm, Monday to Friday excluding public holidays in England
and Wales. Please note that Link Asset Services cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
The Tender Agent
The Bank of New York Mellon, London Branch
One Canada Square
London, E14 5AL
Telephone: +44 (0) 1202 689 644
Email: debtrestructuring@bnymellon.com
Attention:
Debt Restructuring Services
Note: The 2035 Bonds Acceptance Amount (being the aggregate
nominal amount of 2035 Bonds accepted for purchase pursuant to the
relevant Offer) is expressed in original nominal amount ignoring
any subsequent amortisation (by operation of any applicable pool
factor or otherwise) in accordance with the terms and conditions of
the 2035 Bonds.
This announcement is released by The British Land Company PLC
(LEI Number: RV5B68J2GV3QGMRPW209) 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), encompassing information relating to the Offers described
above. For the purposes of MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055, this announcement is made
by Chris Grigg, Chief Executive Officer for The British Land
Company PLC.
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 the Offeror, the Dealer Managers, the
Receiving Agent and the Tender Agent to inform themselves about,
and to observe, any such restrictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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