M&G Plc Announces Tender Offers for Tier 2 Notes

M&G PLC

10 June 2024

 

M&G plc announces Tender Offers for its £750,000,000 5.625 per cent. Resettable Dated Tier 2 Notes due 2051, its £600,000,000 5.560 per cent. Resettable Dated Tier 2 Notes due 2055, its £700,000,000 6.340 per cent. Resettable Dated Tier 2 Notes due 2063 and its £500,000,000 6.250 per cent. Resettable Dated Tier 2 Notes due 2068

NOT FOR RELEASE, PUBLICATION OR 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 IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

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).

10 June 2024. M&G plc (the Company) announces today separate invitations to holders of its outstanding: (i) £750,000,000 5.625 per cent. Resettable Dated Tier 2 Notes due 2051 (ISIN: XS1888920276) (the 2051 Notes); (ii) £600,000,000 5.560 per cent. Resettable Dated Tier 2 Notes due 2055 (ISIN: XS1243995302) (the 2055 Notes); (iii) £700,000,000 6.340 per cent. Resettable Dated Tier 2 Notes due 2063 (ISIN: XS1003373047) (the 2063 Notes); and (iv) £500,000,000 6.250 per cent. Resettable Dated Tier 2 Notes due 2068 (ISIN: XS1888925747) (the 2068 Notes and, together with the 2051 Notes, the 2055 Notes and the 2063 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash at prices to be determined by reference to respective purchase spreads determined pursuant to modified Dutch auctions (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 10 June 2024 (the Tender Offer Memorandum) prepared by the Company for the Offers, 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 distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

Summary of Certain Key Terms

Description of the Notes	ISIN / Common Code	Outstanding nominal amount	First Optional Call Date	Coupon to First Optional Call Date	Maturity Date	Benchmark Security	Maximum Purchase Spread	Aggregate Consideration Amount
2051 Notes	XS1888920276 / 188892027	£750,000,000	20 October 2031	5.625 per cent.	20 October 2051	0.250 per cent. UK Treasury Gilt due 31 July 2031 (ISIN: GB00BMGR2809)	225 bps	Subject to increase or decrease as set out in the Tender Offer Memorandum, an aggregate cash amount of up to £150,000,000 (excluding for payment of Accrued Interest in respect of Notes accepted for purchase)
2055 Notes	XS1243995302 / 124399530	£600,000,000	20 July 2035	5.560 per cent.	20 July 2055	0.625 per cent. UK Treasury Gilt due 31 July 2035 (ISIN: GB00BMGR2916)	230 bps
2063 Notes	XS1003373047 / 100337304	£700,000,000	19 December 2043	6.340 per cent.	19 December 2063	4.750 per cent. UK Treasury Gilt due 22 October 2043 (ISIN: GB00BPJJKP77)	210 bps
2068 Notes	XS1888925747 / 188892574	£500,000,000	20 October 2048	6.250 per cent.	20 October 2068	1.500 per cent. UK Treasury Gilt due 22 July 2047 (ISIN: GB00BDCHBW80)	210 bps

Rationale for the Offers

The Company is making the Offers as part of its proactive approach to managing its outstanding capital.

Notes purchased by the Company pursuant to the relevant Offer(s) will be cancelled and will not be re-issued or re-sold.

Purchase Prices, Accrued Interest and Modified Dutch Auction Procedure

Determination of the Purchase Prices

In respect of each Series, the Company will, on the Settlement Date, pay for Notes of the relevant Series validly tendered and accepted by it for purchase pursuant to the relevant Offer, a cash purchase price for such Notes (in respect of such Series, the Purchase Price) to be determined at or around 1.00 p.m. (London time) on 17 June 2024 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the sum (such sum, in respect of the relevant Series, the Purchase Yield) of:

(a)        the relevant Purchase Spread, as determined pursuant to the modified Dutch auction procedure described in the Tender Offer Memorandum (the Modified Dutch Auction Procedure); and

(b)        the relevant Benchmark Security Rate.

Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to the first optional call date of the relevant Series (as set out in the table above) on the Settlement Date based on the relevant Purchase Yield. Specifically, the Purchase Price for each Series will equal (a) the value of all remaining payments of principal and interest on such Series up to and including the first optional call date of such Series (assuming the relevant Series to be redeemed in full, at their nominal amount, on such first optional call date), discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) Accrued Interest (if any) for such Series.

Accrued Interest

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.

Holders of the 2063 Notes should be aware that the Settlement Date for the Offers (expected to be 19 June 2024) coincides with a regular scheduled interest payment date of the 2063 Notes. As such, interest accrued and unpaid on the outstanding 2063 Notes (including the 2063 Notes tendered pursuant to the relevant Offer) from (and including) the immediately preceding interest payment date relating to the 2063 Notes to (but excluding) the Settlement Date, will be made pursuant to the usual payment process in the ordinary course of business. As such, no Accrued Interest shall be payable pursuant to the relevant Offer for the 2063 Notes, unless the Settlement Date is amended to a date which is not a regular scheduled interest payment date of the 2063 Notes.

Modified Dutch Auction Procedure

Under the Modified Dutch Auction Procedure, the Company will determine, in its sole discretion, following expiration of the Offers (i) the aggregate nominal amount of the Notes (if any) of each Series (each such amount, a Series Acceptance Amount) that it will accept for purchase pursuant to the Offers, and (ii) in respect of each Series, the single Purchase Spread that will be used in the calculation, at the Pricing Time, of the Purchase Price for the Notes of such Series validly tendered and accepted for purchase pursuant to the relevant Offer, in each case taking into account the aggregate nominal amount of the Notes of each Series so tendered and the purchase spreads at which such Notes are tendered (or deemed to be tendered, as set out below).

The Purchase Spread applicable to a Series will be not greater than:

(a)           225 bps in the case of the 2051 Notes;

(b)           230 bps in the case of the 2055 Notes;

(c)           210 bps in the case of the 2063 Notes; and

(d)           210 bps in the case of the 2068 Notes,

(each a Maximum Purchase Spread), and will otherwise be the highest purchase spread that will allow the Company to accept for purchase the Series Acceptance Amount for such Series.

The Company will not accept for purchase any Notes tendered at a purchase spread of less than the relevant Purchase Spread.

Tender Instructions

The Offers begin on 10 June 2024 (the Launch Date) and will expire at 4.00 p.m. (London Time) on 14 June 2024 (the Expiration Deadline), unless extended, re-opened or terminated as provided in the Tender Offer Memorandum.  The relevant deadline set by any intermediary or Clearing System will be earlier than this deadline.

In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to, the Offers, Noteholders must validly tender their Notes by the Expiration Deadline, 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.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions may be submitted on a "non-competitive" or a "competitive" basis, as described in the Tender Offer Memorandum. A Noteholder may submit both Non-Competitive Tender Instructions and Competitive Tender Instructions in respect of the same Series of Notes, provided that the sum of the nominal amounts of Notes of the relevant Series the subject of all such Tender Instructions submitted by that Noteholder does not exceed the aggregate nominal amount of that Series actually held by that Noteholder.

In respect of all Offers, Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of the relevant Series of no less than £100,000 (being the minimum denomination for each Series), and may thereafter be submitted in any integral multiple of £1,000 in nominal amount.

Series Acceptance Amounts, Aggregate Consideration Amount and Pro-ration

Series Acceptance Amounts and Aggregate Consideration Amount

If the Company decides to accept any validly tendered Notes for purchase pursuant to the relevant Offer(s), the Company proposes to determine each Series Acceptance Amount such that the total amount payable by the Company for all Notes accepted for purchase pursuant to the Offers (excluding all Accrued Interest Payments in respect of such Notes) will be no greater than £150,000,000, although the Company reserves the right, in its sole discretion, to allocate a significantly lower or significantly higher amount (or none of such amount) for the purchase of Notes pursuant to the relevant Offer(s) (the final aggregate cash amount so allocated for the purchase of Notes pursuant to the relevant Offer(s) being the Aggregate Consideration Amount).

The Company will determine the allocation of the Aggregate Consideration Amount between each Series of Notes in its sole and absolute discretion, and reserves the right to accept significantly more or significantly less (or none) of the Notes of any Series as compared to the other Series. The Company also reserves the right to determine each Purchase Spread in its sole discretion, without regard to the level at which it sets the Purchase Spread for any other Series.

Pro-ration

If the Company decides to accept any validly tendered Notes of a Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of Notes of such Series validly tendered for purchase pursuant to Non-Competitive Tender Instructions is greater than the relevant Series Acceptance Amount, the Company intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of such Notes accepted for purchase pursuant to the relevant Offer is no greater than such Series Acceptance Amount. In such circumstances, the relevant Purchase Spread will be the relevant Maximum Purchase Spread, and the Company will not accept for purchase any Notes of such Series tendered pursuant to Competitive Tender Instructions.

If (other than as described in the preceding paragraph) the aggregate nominal amount of Notes of a Series validly tendered (i) pursuant to Non-Competitive Tender Instructions and (ii) pursuant to Competitive Tender Instructions that specify a purchase spread greater than or equal to the relevant Purchase Spread, is greater than the relevant Series Acceptance Amount, the Company intends to accept for purchase (A) first, all such Notes tendered at purchase spreads (subject to rounding down to the nearest 1 bps increment, if applicable) greater than the relevant Purchase Spread or pursuant to Non-Competitive Tender Instructions in full, and (B) second, all such Notes tendered (subject to rounding down to the nearest 1 bps increment, if applicable) at the relevant Purchase Spread on a pro rata basis such that the aggregate nominal amount of such Notes accepted for purchase, when aggregated with Notes accepted for purchase pursuant to (A) above, is no greater than such Series Acceptance Amount.  

Indicative Timetable for the Offers

Events	Times and Dates (all times are London Time)
Launch Date Offers announced and Tender Offer Memorandum available from the Tender Agent Notice of Offers published by RNS	10 June 2024
Expiration Deadline Deadline for receipt by the Tender Agent of all Tender Instructions.	4.00 p.m. on 14 June 2024
Discretionary Announcement of Indicative Results If the Company, in its sole discretion, decides to announce any indicative information relating to the results of the Offers, announcement by the Company of a non-binding indication of the level at which it expects to set the Aggregate Consideration Amount, each Series Acceptance Amount, each Purchase Spread and (if applicable) indicative details of any Pro-ration Factors that will apply to any valid tenders of any Series in the event that the Company decides to accept validly tendered in the Offers.	Prior to the Pricing Time on 17 June 2024, if applicable
Pricing Time Determination of each Benchmark Security Rate, each Purchase Yield, each Purchase Spread and each Purchase Price.	At or around 1.00 p.m. on 17 June 2024
Announcement of Final Results and Pricing Announcement by the Company of whether it accepts for purchase any Notes validly tendered in the Offers and, if so, of the Aggregate Consideration Amount, each Series Acceptance Amount, each Purchase Spread, each Benchmark Security Rate, each Purchase Yield, each Purchase Price, any Pro-ration Factors that will be applied to any valid tenders of any Series and the aggregate nominal amount of each Series that will remain outstanding after the Settlement Date.	As soon as reasonably practicable after the Pricing Time on 17 June 2024
Settlement Date Expected Settlement Date for the Offers. Payment of the relevant Purchase Price and the relevant Accrued Interest Payments in respect of the Notes accepted for purchase.	Expected to be 19 June 2024

Subject to applicable law and as provided in the Tender Offer Memorandum, the Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any of the Offers at any time, and the above times and dates are subject to the right of the Company to so extend, re-open, amend and/or terminate any Offer.

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, the Offers before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be made by the Company by (i) publication through RNS and (ii) delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the Informa IGM Screen Insider service and by the issue of a press release to a Notifying News Service. Significant delays may be experienced in respect of notices delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers, the contact details for which are set out below.

Further Information

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers.

Requests for information in relation to the Offers should be directed to:

HSBC Bank plc (Tel: [phone]; Attention: Liability Management, DCM; Email: [e-mail]) and Merrill Lynch International (Tel: [phone]; Attention: Liability Management Group; Email: [e-mail]) who are acting as Dealer Managers in respect of the Offers.

Requests for information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Offers should be directed to:

Kroll Issuer Services Limited (Tel: [phone]; Attention: David Shilson / Alessandro Zorza; Email: [e-mail]; Offer Website: https://deals.is.kroll.com/mandg) who  is acting as Tender Agent in respect of the Offers.

This announcement is made by M&G 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 Charlotte Heiss, General Counsel and Company Secretary at the Company.

LEI: 254900TWUJUQ44TQJY84

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 this announcement and/or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately 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 must contact such entity if it wishes to tender such Notes in the relevant Offer(s). None of the Company, the Dealer Managers or the Tender Agent or any director, officer, employee, agent or affiliate of any such person has made or will make any assessment of the merits and risks of the Offers or of the impact of the Offers on the interests of the Noteholders either as a class or as individuals, and none of them makes any recommendation whether Noteholders should tender Notes in the relevant Offer(s).

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 come(s) are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions. Neither this announcement nor the Tender Offer Memorandum (nor the electronic transmission thereof) constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the relevant Offer(s) 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 any Offer to be made by a licensed broker or dealer and a Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made on behalf of the Company by such Dealer Manager or such affiliate (as the case may be) 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 mails 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 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 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 any Offer will represent that it is not located in the United States and is not participating in such 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 such Offer from the United States. For the purposes of this and the above paragraph, 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, the 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, and may only be acted upon by, 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, as amended (the Financial Promotion Order)) or persons who are within Article 43 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 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. Each Offer is being carried out in Italy as an exempted offer 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 in 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. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any 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.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended.  Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or will be approved by the Autorité des Marchés Financiers.

Belgium

The Offers are not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time (a Belgian Consumer) and none of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers have been or shall be distributed, directly or indirectly, in Belgium to Belgian Consumers.

 

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