TIDMPAG
RNS Number : 1641T
Paragon Banking Group PLC
23 March 2021
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1)
OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("UK MAR").
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 AND THE DISTRICT OF COLUMBIA (THE "UNITED
STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
PARAGON BANKING GROUP PLC
RESULTS OF TENDER OFFER
23 March 2021
Further to its announcement on 15 March 2021, Paragon Banking
Group PLC (the "Issuer") hereby announces the results of its
invitation to the holders of its outstanding notes detailed below
(the "Notes"), to tender any and all such Notes for purchase by the
Issuer for cash (such invitation, the "Offer"), subject to
satisfaction or waiver of the New Issue Condition and the other
conditions described in the Tender Offer Memorandum.
Capitalised terms used in this announcement but not otherwise
defined have the meanings given to them in the tender offer
memorandum dated 15 March 2021 (the "Tender Offer Memorandum").
Final Results of the Offer
The Issuer is pleased to announce that, subject to satisfaction
or waiver of the New Issue Condition on or prior to the Tender
Offer Settlement Date, it will accept all Notes validly tendered
for purchase pursuant to the Offer and provides the final results
of the Offer as follows:
Final Aggregate Final Aggregate
Principal Amount Principal Amount
Description of ISIN / of Notes of Notes Accepted
Notes Issuer Common Code Purchase Price Tendered for Purchase
------------------ ------------------ ------------------ ------------------ ------------------ ------------------
GBP150,000,000 Paragon Banking XS1482136154 / 102.85 per cent. GBP130,911,000 GBP130,911,000
Fixed Rate Reset Group PLC 148213615 of the principal
Callable (formerly known amount of Notes
Subordinated Tier as The Paragon validly tendered
2 Notes due 2026 Group of and accepted for
Companies PLC) purchase
by the Issuer
In addition, Holders whose Notes are purchased in the Offer will
be paid accrued and unpaid interest on their purchased Notes from
the last interest payment date up to, but not including, the
Settlement Date.
Notes purchased by the Issuer pursuant to the Offer will not be
immediately cancelled and will not be re-issued or re-sold and may
be held or, at the option of the Issuer, surrendered to the
Registrar or any Paying Agent for cancellation in the future. Notes
which have not been validly tendered and accepted for purchase
pursuant to the Offer will remain outstanding.
The Offer has now expired and no further Notes can be tendered
for purchase pursuant to the Offer.
Settlement
Subject to satisfaction or waiver of the New Issue Condition,
the Tender Offer Settlement Date for the Offer is expected to be 25
March 2021. Following settlement of the Offer GBP19,089,000 in
aggregate principal amount of the Notes will remain
outstanding.
General
The complete terms and conditions of the Offer are set forth in
the Tender Offer Memorandum.
The Issuer retained Barclays Bank PLC, Merrill Lynch
International and UBS AG London Branch to act as Dealer Managers
for the Offer.
If you need further information about the Offer, please contact
any of the Dealer Managers or the Tender Agent.
Contact Details:
THE DEALER MANAGERS
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Telephone: +44 20 3134 8515
Email: eu.lm@barclays.com
Attention: Liability Management Group
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Telephone: +44 20 7996 5420
Email: DG.LM-EMEA@bofa.com
Attention: Liability Management Group
UBS AG London Branch
5 Broadgate
London EC2M 2QS
United Kingdom
Telephone: +44 20 7568 1121
Email: ol-liabilitymanagement-eu@ubs.com
Attention: Liability Management Group
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 (0)20 7704 0880
Fax: +44 20 3004 1590
E-mail: paragon@lucid-is.com
Attention: Arlind Bytyqi
This announcement is released by Paragon Banking Group PLC and
contains information that qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR"), encompassing information relating
to the results of the Offer described above. For the purposes of UK
MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018, this announcement is made by
Marius van Niekerk, General Counsel and Company Secretary, on
behalf of Paragon Banking Group PLC.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum and the announcement published on 15
March 2021. 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 or the Tender Offer Memorandum comes
are required by the Issuer, the Dealer Managers and the Tender
Agent to inform themselves about, and to observe, any such
restrictions.
None of the Dealer Managers, the Tender Agent and any of their
respective directors, officers, employees, agents or affiliates
assumes any responsibility for the accuracy or completeness of the
information concerning the Issuer, the Notes or the Offer contained
in this announcement or in the Tender Offer Memorandum. None of the
Dealer Managers, the Tender Agent and any of their respective
directors, officers, employees, agents or affiliates is acting for
any Noteholder, or will be responsible to any Noteholder for
providing any protections which would be afforded to its clients or
for providing advice in relation to the Offer, and accordingly none
of the Dealer Managers, the Tender Agent and any of their
respective directors, officers, employees, agents or affiliates
assumes any responsibility for any failure by the Issuer to
disclose information with regard to the Issuer or the Notes which
is material in the context of the Offer and which is not otherwise
publicly available.
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END
RTEUOSBRAUUOURR
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