Direct Line Insurance Group PLC Final Result of Tender Offer (1664Y)
December 01 2017 - 7:22AM
UK Regulatory
TIDMDLG
RNS Number : 1664Y
Direct Line Insurance Group PLC
01 December 2017
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING
PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE
ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
FINAL RESULTS ANNOUNCEMENT
Direct Line Insurance Group plc announces final results of its
Tender Offer for its
GBP500,000,000 Fixed/Floating Rate Guaranteed Subordinated Notes
due 2042
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.
1 December 2017. Direct Line Insurance Group plc (1) (the
Company) announces herein the final results of its invitation to
holders of its GBP500,000,000 Fixed/Floating Rate Guaranteed
Subordinated Notes due 2042 (ISIN: XS0773947618) (the Notes) to
tender such Notes for purchase by the Company for cash (the
Offer).
The Offer was announced on 22 November 2017 and was made on the
terms and subject to the conditions contained in a tender offer
memorandum dated 22 November 2017 (the Tender Offer Memorandum)
prepared by the Company, and was subject to the offer restrictions
set out in the Tender Offer Memorandum. Capitalised terms used in
this announcement but not defined have the meanings given to them
in the Tender Offer Memorandum.
Final Results of the Offer
The Expiration Deadline for the Offer was 4.00 p.m. (London
time) on 30 November 2017. As announced in the Company's indicative
results announcement earlier today, as at the Expiration Deadline,
GBP366,714,000 in aggregate nominal amount of the Notes had been
validly tendered for purchase pursuant to the Offer.
The Company announces that, conditional upon satisfaction of the
New Financing Condition, it has decided to accept valid tenders of
Notes pursuant to the Offer, with a Final Acceptance Amount equal
to GBP250,000,000 and a Scaling Factor of 69.2691 per cent. to be
applied to Tender Instructions.
The Company also announces that the Purchase Price shall be
130.733 per cent., based on the Benchmark Security Rate of 0.659
per cent. and the Purchase Yield of 1.909 per cent.
A summary of the final results of the Offer appears below:
Description ISIN Benchmark Purchase Purchase Purchase Scaling Final
of Security Spread Yield Price Factor Acceptance
the Notes Rate Amount
------------------ -------------- ---------- ----------- --------- --------- --------- ---------------
125
Fixed/ bps
Floating over
Rate Guaranteed the
Subordinated Benchmark
Notes Security 130.733 GBP250,000,000
due 2042 XS0773947618 0.659% Rate 1.909% % 69.2691% (2)
Next steps
Subject to satisfaction of the New Financing Condition on or
prior to such date, settlement of the purchase of the relevant
Notes pursuant to the Offer, including payment of the Purchase
Price and Accrued Interest Payment for such Notes, is expected to
take place on 8 December 2017. The Company intends to cancel those
Notes accepted for purchase pursuant to the Offer.
Further information
Deutsche Bank AG, London Branch (Telephone: +44 (0)20 7545 8011;
Attention: Liability Management Group); HSBC Bank plc (Telephone:
+44 (0)20 7992 6237; Attention: Liability Management Group; Email:
LM_EMEA@hsbc.com) and The Royal Bank of Scotland plc (trading as
NatWest Markets) (Telephone: +44 (0)20 7678 5405; Attention:
Liability Management; Email:
LiabilityManagement@natwestmarkets.com) are acting as Dealer
Managers for the Offer and Lucid Issuer Services Limited
(Telephone: +44 207 704 0880; Attention: Victor Parzyjagla; Email:
directline@lucid-is.com) is acting as Tender Agent.
This announcement is released by Direct Line Insurance Group 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 ("MAR"), encompassing information
relating to the Offer described above. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055,
this announcement is made by Anthony John Reizenstein, Chief
Financial Officer at Direct Line Insurance Group 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 comes are required by each of the Company, the Dealer
Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.
1 LEI: 213800FF2R23ALJQOP04
2 Conditional upon satisfaction of the New Financing
Condition
This information is provided by RNS
The company news service from the London Stock Exchange
END
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