TIDMLAND
RNS Number : 0005Q
Land Securities Group PLC
06 September 2017
6 September 2017
Land Securities Group PLC
("Landsec")
Landsec announces tender offers to purchase bonds for cash
Landsec confirms that its wholly owned subsidiary, Land
Securities PLC, has today launched separate invitations to holders
of three tranches of its bonds to tender their notes for cash. The
notes have an expected maturity date ranging from 2027 to 2034. In
addition, Landsec has announced its intention, subject to market
conditions, to issue two new sterling-denominated fixed rate notes
with expected maturities of 20 and 40 years.
The aim of these transactions is to term out part of Landsec's
short term borrowings and use that opportunity to extend the
duration of some of its corporate bonds.
A further release will be issued on 15 September 2017 confirming
the results of the tender offers and new issuance.
The following release was issued to the Irish Stock Exchange
today by Land Securities PLC:
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 (the United States)
OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
6 September 2017
LAND SECURITIES PLC ANNOUNCES TER OFFERS TO PURCHASE NOTES FOR
CASH
Land Securities PLC (the Offeror) has today launched separate
invitations to holders of Land Securities Capital Markets PLC's
(the Company) outstanding (a) 5.376 per cent. Class A6 Notes due
September 2029 (ISIN: XS0204780125), (b) 5.396 per cent. Class A7
Notes due July 2032 (ISIN: XS0204780554) and (c) 5.125 per cent.
Class A11 Notes due February 2036 (ISIN: XS0286155071) (together,
the Notes and each a Series), to tender their Notes for purchase by
the Offeror for cash (each an Offer and together, the Offers). The
Offers are being made on the terms and subject to the conditions
contained in the tender offer memorandum dated 6 September 2017
(the Tender Offer Memorandum) and are subject to the offer
restrictions set out below and as more fully described in the
Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer
restrictions) available from the Tender Agent as set out below.
Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Tender Offer
Memorandum.
Summary of the Offers
Description Outstanding Note
of the Coupon ISIN / Principal Step-Up Purchase Amount Subject to the
Notes Common Code Amount* Date Benchmark Security Spread Offers
------------ -------- ------------- --------------- ---------- --------------------- --------- ------------------------
Class A6 5.376 XS0204780125 GBP316,878,000 30 UKT 4.25 per cent. 63 bps The Offeror intends to
Notes per / 020478012 September December 2027 (ISIN: accept a principal
cent. 2027 GB00B16NNR78) amount of Notes that is
no greater than
GBP450,000,000
(the Maximum Acceptance
Amount), subject to the
right of the Offeror,
in its sole discretion,
to accept less than or
more than such amount
for purchase pursuant
to the Offers
Class A7 5.396 XS0204780554 GBP319,632,000 31 July UKT 4.75 per cent. 63 bps
Notes per / 020478055 2030 December 2030 (ISIN:
cent. GB00B24FF097)
Class A11 5.125 XS0286155071 GBP500,000,000 7 UKT 4.50 per cent. 70 bps
Notes per / 028615507 February September 2034
cent. 2034 (ISIN: GB00B52WS153)
* The stated Outstanding Principal Amount comprises all Notes
outstanding, excluding those held by Land Securities PLC.
The Offers will end at 17:00 hours (London time) on 14 September
2017 (the Expiration Deadline) unless extended, re-opened or
terminated by the Offeror.
The Offeror is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offers. The acceptance for
purchase by the Offeror of Notes tendered pursuant to the Offers is
at the sole discretion of the Offeror and tenders may be rejected
by the Offeror for any reason.
The Company announced today its intention to issue new
sterling-denominated fixed rate notes in either one or two tranches
(the New Notes). Whether the Offeror will purchase any Notes
validly tendered in the Offers is subject, without limitation, to
(i) the pricing of the issue of the New Notes and (ii) the signing
by the Company and the respective Managers in respect of the New
Issue of a subscription agreement for the purchase of, and
subscription for, the New Notes (the New Issue Condition). The New
Issue Condition may be waived by the Offeror.
Rationale for the Offers
The purpose of the Offers is to provide liquidity to Noteholders
and proactively manage the Land Securities Group's balance
sheet.
Details of the Offers
In respect of each Series, the Offeror will, on the Tender Offer
Settlement Date, pay for Notes of the relevant Series accepted by
it for purchase pursuant to the relevant Offer a price (in respect
of each Series, the Purchase Price) to be determined at or around
1:00 p.m. (London time) (the Pricing Time) on or around 15
September 2017 (the Pricing Date) in the manner further described
in the Tender Offer Memorandum.
Each Purchase Price will be determined by the Offeror, after
consultation with the Dealer Managers, in accordance with market
convention and expressed as a percentage of the principal amount of
the Notes of the relevant Series (and rounded to the nearest 0.001
per cent. with 0.0005 per cent. being rounded upwards), and is
intended to reflect a yield to the Note Step-Up Date of the
relevant Series on the Tender Offer Settlement Date based on the
relevant Purchase Yield.
Specifically, the Purchase Price applicable to the Notes of a
particular Series will equal (a) the value of all remaining
payments of principal and interest on the relevant Notes of such
Series up to and including the Note Step-Up Date, discounted to the
Tender Offer Settlement Date at a discount rate equal to the
relevant Purchase Yield, minus (b) Accrued Interest in respect of
the Notes of the relevant Series.
Priority Allocation Requests in Respect of New Notes
New Issue Priority
A Noteholder that wishes to subscribe for New Notes (of either
or both tranches if more than one tranche is issued) in addition to
tendering Notes for purchase pursuant to an Offer will receive
priority in the allocation of the New Notes, subject to the
completion of the relevant Offer, the issue of the New Notes, the
Offeror and the Company's ultimate discretion in the allocation of
the New Notes and the satisfaction of the various steps further
described in the Tender Offer Memorandum.
Such priority will be given for an aggregate principal amount of
New Notes (such amount, a New Issue Priority) of up to the product
of (a) 1.40 (the Allocation Factor) and (b) the aggregate principal
amount of Notes subject to: (i) the submission of a valid Tender
Instruction which includes a Priority Option Code (such Tender
Instruction, a Tender Instruction with Priority Option Code), and
(ii) the acceptance for purchase by the Offeror of the Notes so
tendered. Such priority will be given over any investor who is
applying for purchase of such New Notes without having Notes
accepted in the Offers. To receive priority in the allocation of
the New Notes, a Noteholder will need to follow the procedures set
out in the Tender Offer Memorandum.
If any Noteholder wishes to subscribe for New Notes or
additional New Notes in addition to tendering Notes for purchase by
the Offeror, and be eligible to receive New Issue Priority, it must
make a separate application to subscribe for such New Notes or
additional New Notes to either of the Dealer Managers (each in its
capacity as a Manager in respect of the issue of New Notes) in
accordance with the standard new issue procedures of such Dealer
Manager.
Scaling of Tenders of Notes
The Offeror proposes to accept Notes for purchase pursuant to
the Offers up to the Maximum Acceptance Amount subject to the right
of the Offeror, in its sole discretion, to accept less than or more
than such amount for purchase pursuant to the Offers.
If the aggregate principal amount of Tendered Notes is less than
the Maximum Acceptance Amount, the Offeror intends to accept all
such tendered Notes. If the aggregate principal amount of the
Tendered Notes is greater than the Maximum Acceptance Amount,
(subject to the right of the Offeror, in its sole discretion, to
accept less than or more than such amount for purchase pursuant to
the Offers) the Offeror may accept Notes for purchase on a pro rata
basis in the manner described in the Tender Offer Memorandum.
For the avoidance of doubt, the Offeror will determine the
allocation of funds between each Series in its sole discretion, and
may purchase considerably less (or none) of some Series than of
other Series.
Tender Instructions
In order to participate in an Offer, and be eligible to receive
the relevant Purchase Price and the relevant Accrued Interest
Payment pursuant to such Offer, Noteholders must validly tender
their Notes by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the Tender
Agent by 5.00 p.m. (London time) on 14 September 2017 (the
Expiration Deadline). See "Procedures for participating in the
Offers" in the Tender Offer Memorandum for further information.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, an Offer by
the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission and withdrawal of Tender Instructions will be
earlier than the relevant deadlines specified in the Tender Offer
Memorandum.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Expected Timetable of Events
The following table sets out the expected dates and times of the
key events relating to the Offers. This is an indicative timetable
and is subject to change. All times are London time.
Number of Business Days from and
Date and time including Launch Date Event
------------------------------------- -------------------------------------- -------------------------------------
6 September 2017 Day 1 Launch Date
Announcement of Offers and intention
of the Company to issue the New
Notes. Tender Offer Memorandum
available (subject to the offer and
distribution restrictions set out in
"Offer and Distribution
Restrictions") from the Tender
Agent.
14 September 2017, 5:00 p.m. Day 7 Expiration Deadline
Final deadline for receipt of valid
Tender Instructions by the Tender
Agent in order for Noteholders
to be able to participate in the
Offers (and apply for New Issue
Priority by submitting valid
Tender Instructions with Priority
Option Codes).
On or around 15 September 2017, or Day 8 Pricing Date (T)
such other date as the Offeror may
determine Indicative results announcement
As soon as reasonably practicable on indicating the aggregate principal
the Pricing Date amount of each Series expected
to be accepted for purchase and
indicative pro-ration factors (if
applicable).
Pricing
At or around 1:00 p.m. on the Expected determination of each
Pricing Date Purchase Yield and each Purchase
Price in respect of the Class
A6 Notes, Class A7 Notes, and Class
A11 Notes.
By 4:00 p.m. (the New Issue Pricing Expected pricing of the New Notes.
Time on the Pricing Date)
As soon as reasonably practicable Announcement of whether (subject to
after the Pricing Time satisfaction (or waiver) of the New
Issue Condition on
or prior to the Tender Offer
Settlement Date) it will accept
valid tenders of Notes pursuant
to any of the Offers and, if so
accepted, in respect of each Series
accepted for purchase
(i) the aggregate principal amount
accepted for purchase, (ii) the
Purchase Yield, (iii) the
Purchase Spread, (iv) the Purchase
Price, (v) the Accrued Interest,
(vi) any applicable scaling
factor and (vii) the Tender Offer
Settlement Date.
On or around 22 September 2017 Day 13 Expected Settlement Date of Tender
(T+5)
Subject to satisfaction or waiver of
the New Issue Condition, expected
settlement date for
the Offers.
On or around 22 September 2017 Day 13 New Issue Settlement Date (T+5)
Expected issue of New Notes and
settlement of such new issue
(subject to the satisfaction
of customary conditions precedent to
an issue of euromarket debt
securities).
The above dates and times are subject, where applicable, to the
right of the Offeror to extend, re--open, amend, and/or terminate
any Offers. Noteholders are advised to check with any bank,
securities broker or other intermediary through which they hold
Notes whether such intermediary would require receipt of
instructions to participate in, or (in the limited circumstances in
which revocation is permitted) revoke their instruction to
participate in, an Offer before the deadlines specified in the
Tender Offer Memorandum.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offers.
Questions and requests for assistance in connection with (i) the
Offers, may be directed to the Dealer Managers, and (ii) the
delivery of Tender Instructions, may be directed to the Tender
Agent, the contact details for both of which are set out below.
This announcement is released by Land Securities 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 Offers described above. For the purposes of MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Martin Greenslade, Director of Land
Securities PLC.
BNP Paribas (Telephone: +44 20 7595 8668; Attention: Liability
Management Group; Email: liability.management@bnpparibas.com) and
Citigroup Global Markets Limited (Telephone: +44 20 7986 8969;
Attention: Liability Management Group; Email:
liabilitymanagement.europe@citi.com) are acting as Dealer Managers
and Lucid Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Thomas Choquet / Arlind Bytyqi; Email:
landsecurities@lucid-is.com) is acting as Tender Agent.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offers.
If any Noteholder is in any doubt as to the contents of the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial advice, including in respect of any tax
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to tender such
Notes pursuant to the Offers. The Dealer Managers will not be
responsible to any Noteholders for providing the protections
afforded to customers of the Dealer Managers or for advising any
other person in connection with the Offers. None of the Offeror,
the Company, the Dealer Managers or the Tender Agent makes any
recommendation whether Noteholders should tender Notes pursuant to
the Offers. None of the Dealer Managers, the Tender Agent or any of
their respective directors, employees or affiliates makes any
representation or recommendation whatsoever regarding this
announcement, the Tender Offer Memorandum or the Offers, or takes
any responsibility for the contents of this announcement or the
Tender Offer Memorandum.
Offer and Distribution Restrictions
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 the Offeror and the Dealer
Managers to inform themselves about, and to observe, any such
restrictions. Nothing in this announcement or the Tender Offer
Memorandum or the electronic transmission thereof constitutes an
offer to buy or the solicitation of an offer to sell Notes (and
tenders of Notes in the Offers will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and any of the Dealer Managers or any of
their respective affiliates is such a licensed broker or dealer in
any such jurisdiction, such Offer shall be deemed to be made by
such Dealer Manager or such affiliate, as the case may be, on
behalf of the Offeror in such jurisdiction.
United States
The Offers are 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
or to any U.S. Person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a U.S. Person)).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offers 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 or to any persons located or
resident in the United States. Any purported tender of Notes in an
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by a person located in the United States, by any person acting for
or on the account or benefit of any U.S. Person, or any agent,
fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States
will be invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. persons.
Each holder of Notes participating in the Offers will represent
that it is not located in the United States and is not
participating in an Offer from the United States, or it is acting
on a non-discretionary basis for a principal located outside the
United States that is not giving an order to participate in an
Offer 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 announcement, Tender Offer Memorandum
and any other documents or materials relating to the Offers 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. 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 Promotion) Order 2005 (the Financial Promotion
Order)) or persons who are within Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority and,
accordingly, the Offers may not be made in Belgium by way of a
public offering, as defined in Article 3 of the Belgian Law of 1
April 2007 on public takeover bids, as amended or replaced from
time to time. Accordingly, the Offers may not be advertised and the
Offers will not be extended, and neither this announcement, the
Tender Offer Memorandum nor any other documents or materials
relating to the Offers (including any memorandum, information
circular, brochure or any similar documents) have been or shall be
distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" within the
meaning of Article 10 of the Belgian Law of 16 June 2006 on public
offerings of investment instruments and the admission of investment
instruments to trading on regulated markets (as amended from time
to time).
France
The Offers are not being made, directly or indirectly, to the
public in the Republic of France (France). Neither this
announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers 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 Offers. Neither this announcement, the Tender
Offer Memorandum nor any other document or material relating to the
Offers has been or will be submitted for clearance to or approved
by the Autorité des marchés financiers.
Italy
None of the Offers, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the
Offers have been or will be submitted to the clearance procedures
of the Commissione Nazionale per le Società e la Borsa (CONSOB)
pursuant to Italian laws and regulations. The Offers are being
carried out in 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 Financial Services Act) and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999,
as amended. Accordingly, Noteholders or beneficial owners of the
Notes that are located in Italy can tender Notes for purchase
pursuant to the Offers through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 16190 of 29
October 2007, 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 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 Notes or the Offers.
Ireland
The Offers are not being made, directly or indirectly, to the
public in Ireland and no offers or sales of any notes or securities
under or in connection with the Offers may be effected and this
Tender Offer Memorandum may not be distributed in Ireland except in
conformity with the provisions of Irish law including (i) the
Companies Act 2014, (ii) the Prospectus (Directive 2003/71/EC)
Regulations 2005 (as amended) and any rules issued under Section
1363 of the Companies Act 2014 by the Central Bank of Ireland,
(iii) the European Communities (Markets in Financial Instruments)
Regulations 2007 (Nos 1 to 3) (as amended) including, without
limitation, Regulations 7 and 152 thereof or any codes of conduct
issued in connection therewith, and the provisions of the Investor
Compensation Act 1998 (as amended), (iv) the Market Abuse
(Directive 2003/6/EC) Regulations 2005 (as amended) and any rules
issued under Section 1370 of the Companies Act 2014, and (v) the
Central Bank Acts 1942 to 2015 and any codes of conduct rules made
under Section 117(1) of the Central Bank Act 1989 (as amended).
- Ends -
Landsec
Investor Relations
Edward Thacker
T: +44 (0)20 7024 5185
edward.thacker@landsec.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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