TIDMDLN
RNS Number : 1935B
Derwent London PLC
05 June 2019
NOT FOR DISTRIBUTION IN OR TO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR SOUTH AFRICA, OR IN OR TO ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY
APPLICABLE LAW
Derwent London plc Convertible Bond Offering and Concurrent
Repurchase of Outstanding Convertible Bonds due 2019
Derwent London plc (the "Company", together with its
subsidiaries, the "Group") today announces the launch of (i) an
offering of GBP175 million of Convertible Bonds due 2025 (the
"Bonds") and (ii) the concurrent repurchase (the "Concurrent
Repurchase") of the outstanding GBP150 million 1.125% Convertible
Bonds due 2019 (ISIN: XS0954745351) issued by Derwent London
Capital No. 2 (Jersey) Limited (the "Outstanding Bonds").
Rationale and use of proceeds
As outlined at the time of the 2018 results announcement, the
Group has been considering its options in relation to the
redemption or potential conversion of the Outstanding Bonds. With
the Company's share price trading generally above the prevailing
conversion price, the Group has decided to avoid potential dilution
risk via an offer to repurchase the Outstanding Bonds and a
concurrent new issue. The Bonds are expected to achieve an initial
conversion price above the December 2018 Group net asset value per
share and substantially above the conversion price of the
Outstanding Bonds.
The Bond offering and Concurrent Repurchase form part of the
Group's longstanding financing strategy and will:
-- fully fund the Concurrent Repurchase through issue of the
Bonds with any remaining proceeds used to help fund the Group's
development pipeline, provide resources for future acquisitions and
otherwise be used for general corporate purposes;
-- maintain existing low gearing levels (the last published
loan-to-value ratio for the Group was 17.5% in March 2019);
-- extend the weighted average maturity of borrowings; and
-- raise finance with a cash coupon below the Group's average cost of debt.
Offering of Bonds
The Bonds are expected to be issued by Derwent London Capital
No. 3 (Jersey) Limited, a wholly-owned subsidiary of the Company
incorporated in Jersey (the "Issuer"), and will be guaranteed by
the Company.
The Group reserves the right not to proceed with the issue of
the Bonds and with the Concurrent Repurchase if it does not
receive, by the end of the reverse bookbuilding process, offers to
purchase at least 50% of the total principal amount of the
Outstanding Bonds.
The Bonds will be senior and unsecured obligations of the Issuer
and will be subject to a negative pledge in respect of the Group.
The Bonds will be issued at par and are expected to carry a coupon
of between 1.0% and 1.5% per annum payable semi-annually in arrear
and will, subject to certain conditions, be convertible into fully
paid Ordinary Shares of the Company (the "Shares"). The initial
conversion price is expected to be set at a premium of between 35%
and 40% above the volume weighted average price of a Share for the
two consecutive trading days starting on 6 June 2019. The
conversion price will be subject to adjustment in certain
circumstances in line with market practice.
Settlement of the Bonds is expected to take place on or about 12
June 2019 (the "Settlement Date"). If not previously converted,
redeemed or purchased and cancelled, the Bonds will be redeemed at
par on 12 June 2025. The Issuer will have the option to redeem all
outstanding Bonds on or after the date falling 15 days after the
interest payment date falling in June 2022 (i.e. 27 June 2022) at
par plus accrued interest if the value of the Ordinary Shares
underlying GBP100,000 in principal amount of the Bonds equals or
exceeds GBP130,000 for at least 20 out of 30 consecutive dealing
days or, at any time, if 85% or less of the principal amount of the
Bonds remains outstanding.
Application is intended to be made for the Bonds to be admitted
to trading on the unregulated open market (Freiverkehr) of the
Frankfurt Stock Exchange.
Barclays Bank PLC and HSBC Bank plc are acting as Joint Global
Coordinators and Joint Dealer Managers for the offering and
Concurrent Repurchase. Barclays Bank PLC, HSBC Bank plc, J.P.
Morgan Securities plc and UBS AG London Branch are acting as Joint
Bookrunners for the offering. Rothschild & Co is acting as
financial adviser to the Company in relation to the offering and
the Concurrent Repurchase.
Concurrent Repurchase
The Joint Dealer Managers are assisting the Company in carrying
out a reverse bookbuilding process to collect indications of
interest from holders of the Outstanding Bonds, of which GBP150
million in aggregate principal amount remained outstanding as at
4:30p.m. on 4 June 2019. The Concurrent Repurchase is being
conducted pursuant to the invitation restrictions detailed
below.
Holders of the Outstanding Bonds accepting the invitation to
tender their bonds pursuant to the Concurrent Repurchase will be
eligible for a cash consideration per GBP100,000 in principal
amount of Outstanding Bonds calculated as follows (the "Repurchase
Price"):
GBP102,875 (Initial Repurchase Price) + ((Reference Share Price
- Closing Share Price) x 3,181.5318 (exchange ratio) x Reference
Delta).
Where:
"Initial Repurchase Price" = Ask closing price of the
Outstanding Bonds of 102.125% on 4 June 2019 plus a 0.75% tender
premium, i.e. GBP750 per GBP100,000 in principal amount of the
Outstanding Bonds
"Reference Share Price" = The arithmetic average of the VWAP of
the Ordinary Shares on each of the 2 consecutive dealing days
commencing on (and including) 6 June 2019
"Closing Share Price" = Closing price of the Ordinary Shares on
the London Stock Exchange on the day prior to launch of the reverse
bookbuilding (4 June 2019), i.e. GBP31.32
"Reference Delta" = 65%
In addition, the Company will pay, in respect of Outstanding
Bonds accepted for purchase pursuant to the Concurrent Repurchase,
a cash amount representing interest accrued but unpaid on the
Outstanding Bonds from and including 24 January 2019, being the
immediately preceding interest payment date prior to the Concurrent
Repurchase to but excluding the settlement date of the Concurrent
Repurchase. The accrued interest amount per GBP100,000 of
Outstanding Bonds is expected to be GBP435.08 based on an expected
settlement date of 13 June 2019.
The Group reserves the right to acquire, through open market
purchases, privately negotiated transactions or otherwise,
Outstanding Bonds other than pursuant to the Concurrent Repurchase
(i) at any time until settlement of the Concurrent Repurchase at
the same Repurchase Price and (ii) from time to time after
settlement of the Concurrent Repurchase at a price which may be
more or less than the Repurchase Price and could be for cash or
other consideration or otherwise on terms more or less favourable
than those contemplated in the Concurrent Repurchase.
Derwent London Capital No. 2 (Jersey) Limited may also redeem
Outstanding Bonds at any time at par plus accrued interest if 15%
or less of the principal amount of the Outstanding Bonds remains
outstanding in accordance with their terms and conditions
Settlement of the Concurrent Repurchase is expected to take
place on 13 June 2019.
In order to offer their Outstanding Bonds for purchase pursuant
to the Concurrent Repurchase, holders of the Outstanding Bonds are
required to contact their usual contacts at the Joint Dealer
Managers as soon as possible today using the details below. Holders
of Outstanding Bonds will not be able to submit indications of
interest through Euroclear Bank SA/NV or Clearstream Banking
S.A..
For further information, please contact:
Derwent London plc Quentin Freeman, Head of Investor
Relations
Tel: +44 (0)20 7659 3000 Damian Wisniewski, Finance
Director
Barclays Bank PLC
Tel: +44 (0)20 7773 8300 Ben West, Equity Syndicate
EquitySynLDN@barclayscapital.com
HSBC Bank plc
Tel: +44 (0)20 7991 5271 Tony Sand, Equity Syndicate
tony.sand@hsbcib.com
This press release 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
(MAR) relating to the Bond offering and Concurrent Repurchase.
About Derwent London plc
Derwent London plc owns 86 buildings in a commercial real estate
portfolio predominantly in central London valued at GBP5.2 billion
(including joint ventures) as at 31 December 2018, making it the
largest London-focused real estate investment trust (REIT).
The Company's experienced team has a long track record of
creating value throughout the property cycle by regenerating its
buildings via development or refurbishment, effective asset
management and capital recycling.
The Company typically acquires central London properties
off-market with low capital values and modest rents in improving
locations, most of which are either in the West End or the Tech
Belt. The Company capitalises on the unique qualities of each of
its properties - taking a fresh approach to the regeneration of
every building with a focus on anticipating tenant requirements and
an emphasis on design.
Reflecting and supporting the Company's long-term success, the
business has a strong balance sheet with modest leverage, a robust
income stream and flexible financing.
Landmark schemes in the Company's 5.4 million sq ft portfolio
include White Collar Factory EC1, Angel Building EC1, The Buckley
Building EC1, 1-2 Stephen Street W1, Horseferry House SW1 and Tea
Building E1.
In 2019 to date, the Group has won the CoStar West End Deal of
the Year for Brunel Building. In 2018, the Group won EG Offices
Company of the Year, whilst White Collar Factory scooped RIBA
National and London awards, RICS National and London awards, two
BCO awards for Commercial Workplace and Innovation, an EG Creative
Places award and an NLA Wellbeing award. 25 Savile Row also won
RIBA National and London awards and SKA Gold for the fit-out. In
2013 the Company launched a voluntary Community Fund and has to
date supported 76 community projects in Fitzrovia and the Tech
Belt.
The Company is a public limited company, which is listed on the
London Stock Exchange and incorporated and domiciled in the UK. The
address of its registered office is 25 Savile Row, London, W1S
2ER.
IMPORTANT NOTICE IN RELATION TO THE BONDS
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE COMPANY, THE JOINT
BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT
AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS
PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE
BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED
OTHER THAN IN JERSEY. PERSONS INTO WHOSE POSSESSION THIS PRESS
RELEASE COMES ARE REQUIRED BY THE ISSUER, THE COMPANY AND THE JOINT
BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH
RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS RELEASE IS NOT
AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY
SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED
TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
(THE "EEA") AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS
DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMED.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS AMED ("MIFID II"); (B) ARTICLES 9 AND 10
OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID
II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II
PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY
LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH
ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT
GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO,
THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH
HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS
DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE
BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE
APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMING
THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE
MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR
SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR
REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND
DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE
REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN
RELATION TO ANY OFFERING OF THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES
NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS
FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMATION TO ANY INVESTOR
OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER
ACTION WHATSOEVER WITH RESPECT TO THE BONDS.
THE BONDS ARE NOT INTED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A
RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A
RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II;
OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC,
WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS
DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO
KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014,
AS AMED (THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE BONDS
OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA
HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR
OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA
MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS
(I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON OR
RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER
THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED
INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN
THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER
STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENT REVIEW BY A PROSPECTIVE INVESTOR OF THE
ISSUER'S AND THE COMPANY'S PUBLICLY AVAILABLE INFORMATION. NEITHER
THE JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT
ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION
AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE
ISSUER'S AND THE COMPANY'S PUBLICLY AVAILABLE INFORMATION. THE
INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN
ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT
IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE
ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON
CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE BONDS
(TOGETHER WITH THE BONDS, THE "SECURITIES"). NONE OF THE ISSUER,
THE COMPANY OR THE JOINT BOOKRUNNERS MAKE ANY REPRESENTATION AS TO
(I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR,
(II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX
CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE
PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE
TO COMPETING INVESTMENTS.
EACH OF THE ISSUER, THE COMPANY, THE JOINT BOOKRUNNERS AND THEIR
RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR
UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN
THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE.
Forward-looking statements
This press release contains certain forward-looking statements
about the future outlook of the Company. By their nature, any
statements about future outlook involve risk and uncertainty
because they relate to events and depend on circumstances that may
or may not occur in the future. Actual results, performance or
outcomes may differ materially from any results, performance or
outcomes expressed or implied by such forward-looking
statements.
No representation or warranty is given in relation to any
forward-looking statements made by the Company or any of the Joint
Bookrunners, including as to their completeness or accuracy. The
Company does not undertake to update any forward-looking statements
whether as a result of new information, future events or otherwise.
Nothing in this press release should be construed as a profit
forecast.
IMPORTANT NOTICE IN RELATION TO THE REPURCHASE
THIS PRESS RELEASE DOES NOT CONSTITUTE AN INVITATION TO
PARTICIPATE IN THE CONCURRENT REPURCHASE IN ANY JURISDICTION IN
WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO
MAKE SUCH REPURCHASE UNDER APPLICABLE SECURITIES LAWS. THE
DISTRIBUTION OF THIS PRESS RELEASE IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE
COMES ARE REQUIRED BY EACH OF THE ISSUER, THE COMPANY AND THE JOINT
BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH
RESTRICTIONS.
UNITED STATES
THE CONCURRENT REPURCHASE IS NOT BEING MADE AND WILL NOT BE
MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAIL 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 OUTSTANDING BONDS MAY NOT BE TENDERED IN THE CONCURRENT
REPURCHASE BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM
OR WITHIN THE UNITED STATES. ACCORDINGLY, COPIES OF THIS PRESS
RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE
CONCURRENT REPURCHASE 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. ANY PURPORTED TENDER OF
OUTSTANDING BONDS IN THE CONCURRENT REPURCHASE RESULTING DIRECTLY
OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE
INVALID AND ANY PURPORTED TENDER OF OUTSTANDING BONDS IN THE
CONCURRENT REPURCHASE MADE BY A PERSON LOCATED IN THE UNITED STATES
OR BY ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A
NON-DISCRETIONARY BASIS FOR A PERSON OR A PRINCIPAL GIVING
INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL BE INVALID AND WILL
NOT BE ACCEPTED.
EACH HOLDER OF OUTSTANDING BONDS PARTICIPATING IN THE CONCURRENT
REPURCHASE WILL REPRESENT THAT IT IS NOT LOCATED IN THE UNITED
STATES AND IT IS NOT PARTICIPATING IN SUCH REPURCHASE FROM THE
UNITED STATES, OR IT IS ACTING ON A NON-DISCRETIONARY BASIS FOR A
PRINCIPAL THAT IS LOCATED OUTSIDE THE UNITED STATES AND THAT IS NOT
GIVING AN ORDER TO PARTICIPATE IN SUCH REPURCHASE FROM THE UNITED
STATES. FOR THE PURPOSES OF THIS AND THE ABOVE TWO 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 PRESS RELEASE AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE CONCURRENT REPURCHASE 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 AS AMENDED. ACCORDINGLY,
SUCH DOCUMENTS AND/OR MATERIALS 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 PROMOTIONS) ORDER 2005 (THE "FINANCIAL PROMOTION
ORDER") OR PERSONS WHO ARE WITHIN ARTICLE 49(2)(A) TO (D) OF THE
FINANCIAL PROMOTION ORDER OR ANY OTHER PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER.
ITALY
NONE OF THE CONCURRENT REPURCHASE, THIS PRESS RELEASE OR ANY
OTHER DOCUMENTS OR MATERIALS RELATING TO THE CONCURRENT REPURCHASE
HAVE BEEN OR WILL BE SUBMITTED TO THE CLEARANCE PROCEDURE OF THE
COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA ("CONSOB") PURSUANT
TO ITALIAN LAWS AND REGULATIONS.
THE CONCURRENT REPURCHASE IS BEING CARRIED OUT IN THE REPUBLIC
OF ITALY AS EXEMPTED OFFERS PURSUANT TO ARTICLE 101-BIS, PARAGRAPH
3-BIS OF THE LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AS
AMENDED (THE "ITALIAN FINANCIAL SERVICES ACT") AND ARTICLE 35-BIS,
PARAGRAPH 3, OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS
AMENDED FROM TIME TO TIME (THE "ISSUERS' REGULATION"). ACCORDINGLY,
NO TENDERS BY THE HOLDERS OF THE OUTSTANDING BONDS MAY BE
COLLECTED, NOR ANY OTHER MATERIALS RELATING TO THE CONCURRENT
REPURCHASE MAY BE DISTRIBUTED IN THE REPUBLIC OF ITALY EXCEPT TO
QUALIFIED INVESTORS (INVESTITORI QUALIFICATI), AS DEFINED PURSUANT
TO ARTICLE 100 OF THE ITALIAN FINANCIAL SERVICES ACT AND ARTICLE
34-TER, FIRST PARAGRAPH, LETTER B) OF THE ISSUERS' REGULATION.
HOLDERS OR BENEFICIAL OWNERS OF THE OUTSTANDING BONDS THAT ARE
RESIDENT OR LOCATED IN ITALY CAN TENDER SOME OR ALL OF THEIR
OUTSTANDING BONDS PURSUANT TO THE CONCURRENT REPURCHASE THROUGH
AUTHORISED PERSONS (SUCH AS INVESTMENT FIRMS, BANKS OR FINANCIAL
INTERMEDIARIES PERMITTED TO CONDUCT SUCH ACTIVITIES IN ITALY IN
ACCORDANCE WITH THE ITALIAN 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, THE BANK OF ITALY 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 OUTSTANDING BONDS OR THE CONCURRENT
REPURCHASE.
FRANCE
THE CONCURRENT REPURCHASE IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE ("FRANCE").
NEITHER THIS PRESS RELEASE NOR ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE CONCURRENT REPURCHASE HAVE BEEN OR SHALL BE
DISTRIBUTED TO THE PUBLIC IN FRANCE AND ONLY (I) PROVIDERS OF
INVESTMENT SERVICES RELATING TO PORTFOLIO MANAGEMENT FOR THE
ACCOUNT OF THIRD PARTIES (PERSONNES FOURNISSANT LE SERVICE
D'INVESTISSEMENT DE GESTION DE PORTEFEUILLE POUR COMPTE DE TIERS)
AND/OR (II) QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) OTHER
THAN INDIVIDUALS, IN EACH CASE ACTING ON THEIR OWN ACCOUNT AND ALL
AS DEFINED IN, AND IN ACCORDANCE WITH, ARTICLES L.411-1, L.411-2
AND D.411-1 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER, ARE ELIGIBLE
TO PARTICIPATE IN THE CONCURRENT REPURCHASE. THIS PRESS RELEASE AND
ANY OTHER DOCUMENT OR MATERIAL RELATING TO THE CONCURRENT
REPURCHASE HAVE NOT BEEN AND WILL NOT BE SUBMITTED FOR CLEARANCE TO
NOR APPROVED BY THE AUTORITÉ DES MARCHÉS FINANCIERS.
GENERAL
THE COMPANY IS SOLELY RESPONSIBLE FOR THE CONTENTS OF THIS PRESS
RELEASE. NEITHER THIS PRESS RELEASE NOR THE ELECTRONIC TRANSMISSION
THEREOF CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER
TO SELL OUTSTANDING BONDS (AND TENDERS OF OUTSTANDING BONDS FOR
PURCHASE PURSUANT TO THE CONCURRENT REPURCHASE WILL NOT BE ACCEPTED
FROM HOLDERS OF OUTSTANDING BONDS) IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS
WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE CONCURRENT
REPURCHASE TO BE MADE BY A LICENSED BROKER OR DEALER AND THE JOINT
BOOKRUNNERS OR ANY OF THEIR AFFILIATES ARE SUCH A LICENSED BROKER
OR DEALER IN ANY SUCH JURISDICTION, THE CONCURRENT REPURCHASE SHALL
BE DEEMED TO BE MADE BY THE JOINT BOOKRUNNERS OR SUCH AFFILIATE, AS
THE CASE MAY BE, ON BEHALF OF THE COMPANY IN SUCH JURISDICTION.
THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF THE ISSUER AND THE
COMPANY AND NO ONE ELSE IN CONNECTION WITH THE OFFERING AND THE
CONCURRENT REPURCHASE (IN THE CASE OF THE JOINT GLOBAL
COORDINATORS) AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR
PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT
BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES
OR THE OUTSTANDING BONDS.
BARCLAYS BANK PLC, HSBC BANK PLC, J.P. MORGAN SECURITIES PLC AND
UBS AG LONDON BRANCH ARE EACH AUTHORISED BY THE PRUDENTIAL
REGULATION AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT
AUTHORITY AND PRUDENTIAL REGULATION AUTHORITY IN THE UNITED
KINGDOM.
N.M. ROTHSCHILD & SONS LIMITED ("ROTHSCHILD & CO") WHICH
IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY IN
THE UNITED KINGDOM, IS ACTING FOR THE COMPANY AND NO ONE ELSE IN
CONNECTION WITH THE ISSUE OF THE BONDS AND THE REPURCHASE OF THE
OUTSTANDING BONDS AND WILL NOT BE RESPONSIBLE TO ANY PERSON OTHER
THAN THE COMPANY FOR PROVIDING PROTECTIONS AFFORDED TO CLIENTS OF
ROTHSCHILD & CO NOR FOR PROVIDING ADVICE IN RELATION TO THE
ISSUE OF THE BONDS AND THE REPURCHASE OF THE OUTSTANDING BONDS.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IODFMGGVKKNGLZG
(END) Dow Jones Newswires
June 05, 2019 02:01 ET (06:01 GMT)
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