Tender offers to purchase bonds for cash

RNS Number : 8427X

Land Securities Group PLC

29 November 2017

 

29 November 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 six series of notes issued by Land Securities Capital Markets PLC to tender their notes for cash. The notes have expected maturities ranging from 2020 to 2034.

This transaction is a continuation of Landsec's disciplined approach to balance sheet management and provides liquidity to investors.

A further release will be issued on 7 December 2017 confirming the results of the tender offers.

The following release was issued to the Irish Stock Exchange this morning by Land Securities PLC:

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.

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).

29 November 2017

LAND SECURITIES PLC ANNOUNCES TENDER 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) 5.425 per cent. Class A3 Notes due March 2022 (ISIN: XS0204778145), (b) 5.391 per cent. Class A4 Notes due February 2026 (ISIN: XS0204778905), (c) 5.376 per cent. Class A6 Notes due September 2029 (ISIN: XS0204780125), (d) 5.396 per cent. Class A7 Notes due July 2032 (ISIN: XS0204780554), (e) 4.875 per cent. Class A10 Notes due September 2025 (ISIN: XS0269067095) and (f) 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 29 November 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.

Any and All Offer:

Description of the Notes	Coupon	ISIN / Common Code	Outstanding Principal Amount*	Note Step-Up Date	Benchmark Security	Purchase Spread	Amount Subject to the Any and All Offer
Class A3 Notes	5.425 per cent.	XS0204778145 / 020477814	£46,636,000	31 March 2020	UKT 4.75 per cent. March 2020 (ISIN: GB00B058DQ55)	65 bps	Any and all.
Class A4 Notes	5.391 per cent.	XS0204778905 / 020477890	£22,291,000	27 February 2024	UKT 2.75 per cent. September 2024 (ISIN: GB00BHBFH458)	65 bps
Class A6 Notes	5.376 per cent.	XS0204780125 / 020478012	£97,398,000	30 September 2027	UKT 4.25 per cent. December 2027 (ISIN: GB00B16NNR78)	70 bps
Class A10 Notes	4.875 per cent.	XS0269067095 / 026906709	£28,141,000	29 September 2023	UKT 2.25 per cent. September 2023 (ISIN: GB00B7Z53659)	65 bps
* The stated Outstanding Principal Amount comprises all Notes outstanding, excluding those held by Land Securities PLC.
All or Nothing Offer:
Description of the Notes	Coupon	ISIN / Common Code	Outstanding Principal Amount*	Note Step-Up Date	Benchmark Security	Purchase Spread	Amount Subject to the All or Nothing Offer
Class A7 Notes	5.396 per cent.	XS0204780554 / 020478055	£319,632,000	31 July 2030	UKT 4.75 per cent. December 2030 (ISIN: GB00B24FF097)	70 bps	The Offeror intends to accept either (i) all of the Class A7 Notes validly tendered, (ii) all of the Class A11 Notes validly tendered or (iii) all of the Class A7 Notes and Class A11 Notes validly tendered subject to such acceptance, when aggregated with the Any and All Notes accepted for purchase, not exceeding the Maximum Acceptance Amount** (subject to the right of the Offeror, in its sole discretion, to increase or decrease such amount). Purchases of All or Nothing Notes will not be pro-rated.
Class A11 Notes	5.125 per cent.	XS0286155071 / 028615507	£217,185,000	7 February 2034	UKT 4.50 per cent. September 2034 (ISIN: GB00B52WS153)	70 bps
*    The stated Outstanding Principal Amount comprises all Notes outstanding, excluding those held by Land Securities PLC. ** "Maximum Acceptance Amount" means the maximum principal amount of Notes intended to be accepted for purchase by the Offeror pursuant to both the Any and All Offer and the All or Nothing Offer, such that the total amount payable (excluding Accrued Interest) is no greater than £500,000,000.

The Offers will expire at 5:00 p.m. (London time) on 6 December 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. 

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

The Any and All Offer

The validly tendered Any and All Notes will be accepted for purchase in full by the Offeror on an any and all basis. Purchases of Notes will not be pro-rated.

The All or Nothing Offer

The Offeror intends to accept the All or Nothing Notes validly tendered for purchase such that the aggregate of the principal amount of both the Any and All Notes and the All or Nothing Notes validly tendered and accepted for purchase does not exceed the Maximum Acceptance Amount (subject to the right of the Offeror, in its sole discretion, to increase or decrease such amount). Purchases of Notes will not be pro-rated.

Where the aggregate principal amount validly tendered of both the Any and All Notes pursuant to the Any and All Offer and the All or Nothing Notes pursuant to the All or Nothing Offer does not exceed the Maximum Acceptance Amount, the Offeror intends to accept for purchase all of the Class A7 Notes and Class A11 Notes validly tendered.

Where the aggregate principal amount of both the Any and All Notes pursuant to the Any and All Offer and the All or Nothing Notes pursuant to the All or Nothing Offer validly tendered exceeds the Maximum Acceptance Amount, the Offeror intends to accept for purchase either all of the Class A7 Notes (and none of the Class A11 Notes) validly tendered or all of the Class A11 Notes (and none of the Class A7 Notes) validly tendered provided that the aggregate principal amount accepted for purchase in respect of such All or Nothing Notes is no greater than the difference between (i) the Maximum Acceptance Amount and (ii) the aggregate principal amount of Any and All Notes validly tendered and accepted for purchase.

If the Offeror cannot accept either the Class A7 Notes or the Class A11 Notes in full without pro-ration, then none of the All or Nothing Notes will be accepted for purchase.

Purchase Prices

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 7 December 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.

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 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.

Date and time	Number of Business Days from and including Launch Date	Event
29 November 2017	Day 1	Launch Date
		Announcement of Offers. Tender Offer Memorandum available (subject to the offer and distribution restrictions set out in "Offer and Distribution Restrictions" in the Tender Offer Memorandum) from the Tender Agent.
6 December 2017, 5:00 p.m.	Day 6	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.
On or around 7 December 2017, or such other date as the Offeror may determine As soon as reasonably practicable on the Pricing Date	Day 7	Pricing Date (T) Indicative results announcement indicating the aggregate principal amount of each Series expected to be accepted for purchase.
		Pricing
At or around 1:00 p.m. on the Pricing Date (the Pricing Time)		Expected determination of each Purchase Yield and each Purchase Price in respect of each Series accepted for purchase.
As soon as reasonably practicable after the Pricing Time		Announcement of whether  the Offeror 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 and (vii) the Tender Offer Settlement Date.
On or around 11 December 2017	Day 9	Expected Settlement Date of Tender (T+2) Expected settlement date for the Offers.

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.

Banco Santander, S.A. (Telephone[phone] / 6646; Attention: Liability Management; Email: [e-mail]; and [e-mail]) and The Royal Bank of Scotland plc (trading as NatWest Markets) (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]) are acting as Dealer Managers and Lucid Issuer Services Limited (Telephone: [phone]; Attention: Thomas Choquet; Email: [e-mail]) 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.

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

Investors

Edward Thacker

T: [phone]

[e-mail]

 

END

 

 

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