TIDMFJ51 TIDM41YD
RNS Number : 8740V
Places for People Treasury PLC
06 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN 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 OR THE DISTRICT
OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR OTHER
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).
6 December 2023
Places for People Homes Limited and Places for People Treasury
plc
announce indicative results of their cash tender offers
Places for People Homes Limited (PfP Homes) announces the
indicative results of its invitation to holders of its outstanding
GBP380,000,000 5.09 per cent. Secured Bonds due 2043 (with an
expected maturity of 2024) (ISIN: XS0171888109) (the 2024 Bonds)
and Places for People Treasury plc (PfP Treasury) announces the
indicative results of its invitation to holders of its outstanding
GBP400,000,000 2.875 per cent. Guaranteed Notes due 2026 (ISIN:
XS1475716822) (the 2026 Bonds and, together with the 2024 Bonds,
the Bonds and each a Series and all holders of such Bonds, the
Bondholders) to tender their Bonds for purchase by PfP Homes or PfP
Treasury, as the case may be, for cash subject to the New Financing
Condition (each such invitation, an Offer and together, the
Offers).
The Offers were announced on 27 November 2023 and were made on
the terms and subject to the conditions contained in the tender
offer memorandum dated 27 November 2023 (the Tender Offer
Memorandum) prepared by PfP Homes and PfP Treasury 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 4.00 p.m. (London
time) on 5 December 2023.
Indicative (Non-Binding) Results for the 2024 Bonds
As at the Expiration Deadline, GBP223,192,000 in aggregate
nominal amount of the 2024 Bonds had been validly tendered for
purchase pursuant to the Offer in respect of the 2024 Bonds.
If PfP Homes decides to accept valid tenders of any 2024 Bonds
for purchase (subject to the satisfaction (or waiver) of the New
Financing Condition) pursuant to the Offer in respect of the 2024
Bonds, PfP Homes will accept for purchase (subject to the
satisfaction (or waiver) of the New Financing Condition) all of the
validly tendered 2024 Bonds in full, with no pro rata scaling.
Indicative (Non-Binding) Results for the 2026 Bonds
As at the Expiration Deadline, GBP203,609,000 in aggregate
nominal amount of the 2026 Bonds had been validly tendered for
purchase pursuant to the Offer in respect of the 2026 Bonds.
If PfP Treasury decides to accept valid tenders of any 2026
Bonds for purchase (subject to the satisfaction (or waiver) of the
New Financing Condition) pursuant to the Offer in respect of the
2026 Bonds, PfP Treasury expects to set the 2026 Bonds Final
Acceptance Amount at GBP150,000,000. On the basis of such 2026
Bonds Final Acceptance Amount, PfP Treasury expects to accept for
purchase (subject to the satisfaction (or waiver) of the New
Financing Condition) the 2026 Bonds validly tendered pursuant to
the Offer in respect of the 2026 Bonds subject to pro rata scaling
at a Scaling Factor of 73.4338 per cent., as further described in
the Tender Offer Memorandum.
Bondholders should note that this is a non-binding indication of
the level at which PfP Treasury expects to set the 2026 Bonds Final
Acceptance Amount and the resulting Scaling Factor.
Pricing and New Financing Condition
Final pricing for the Offers will take place at or around 11.00
a.m. (London time) today, 6 December 2023 (the Pricing Time). As
soon as reasonably practicable after the Pricing Time, PfP Homes
and PfP Treasury will announce whether (subject to the satisfaction
(or waiver) of the New Financing Condition) valid tenders of Bonds
will be accepted pursuant to either or both of the Offers and, if
so accepted, each Benchmark Security Rate, each Purchase Yield,
each Purchase Price, the 2024 Bonds Final Acceptance Amount, the
2026 Bonds Final Acceptance Amount and any Scaling Factor in
respect of valid tenders of 2026 Bonds (if applicable).
Subject to the satisfaction (or waiver) of the New Financing
Condition, the Settlement Date in respect of any Bonds accepted for
purchase pursuant to the Offers is expected to be 8 December
2023.
Barclays Bank PLC (Telephone: +44 20 3134 8515; Attention:
Liability Management Group; Email: eu.lm@barclays.com ) and HSBC
Bank plc (Telephone: +44 20 7992 6237; Attention: Liability
Management, DCM; Email: LM_EMEA@hsbc.com) are acting as Dealer
Managers for the Offers (in respect of the Offers as made to
Relevant Bondholders only). Kroll Issuer Services Limited
(Telephone: +44 20 7704 0880; Attention: Owen Morris / Alessandro
Zorza; Email: placesforpeople@is.kroll.com; Website:
https://deals.is.kroll.com/placesforpeople)) is acting as Tender
Agent.
This announcement is made by Places for People Homes Limited and
Places for People Treasury 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 Offers described above.
For the purposes of UK MAR and the Implementing Technical
Standards, this announcement is made by Matt Cooper, Tax and
Treasury Director at Places for People Treasury plc.
LEI of Places for People Homes Limited: 2138006VZYSUOICR2M02
LEI of Places for Places for People Treasury plc:
213800B9U45TFBXW5K67
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, the Tender Offer Memorandum or any other
materials relating to the Offers in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement,
the Tender Offer Memorandum or any other materials relating to the
Offers comes are required by each of PfP Homes, PfP Treasury, 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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