Indicative Results of Cash Tender Offer

RNS Number : 2013Z

British Land Co PLC

13 December 2017

 

The British Land Company PLC

Announces Indicative Results of Cash Tender Offer

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 OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

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.

13 December 2017. The British Land Company PLC (the Offeror) announces today the indicative results of its separate invitations (each such invitation an Offer and, together, the Offers) to holders of its outstanding (i) £110,000,000 5.0055 per cent. First Mortgage Amortising Debenture Bonds due 2035 (ISIN (bearer): XS0276843603 / ISIN (registered): GB00B1J01F91) (the 2035 Bonds) and (ii) £310,000,000 5.357 per cent. First Mortgage Debenture Bonds due 2028 (ISIN (bearer): XS0263450909 / ISIN (registered): GB00B19ZPK76) (the 2028 Bonds and, together with the 2035 Bonds, the Bonds) to tender their Bonds for purchase by the Offeror for cash.

The Offers were announced on 30 November 2017 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 30 November 2017 (the Tender Offer Memorandum) prepared by the Offeror 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 5.00 p.m. (London time) on 12 December 2017.

Indicative Results of the Offer in respect of the 2035 Bonds

As at the Expiration Deadline, the Offeror had received valid tenders of £1,634,954 in aggregate nominal amount of the 2035 Bonds for purchase pursuant to the relevant Offer.

The Offeror currently expects to accept for purchase all 2035 Bonds validly tendered pursuant to the relevant Offer in full, with no pro rata scaling, and therefore expects to set the 2035 Bonds Acceptance Amount at £1,634,954.

Bondholders should note that this is a non-binding indication of the Offeror's current expectations in respect of the Offer relating to the 2035 Bonds, and remains subject to confirmation following the Pricing Time.

Indicative Results of the Offer in respect of the 2028 Bonds

As at the Expiration Deadline, the Offeror had received valid tenders of £82,520,407 in aggregate nominal amount of the 2028 Bonds for purchase pursuant to the relevant Offer.

The Offeror currently expects to set the 2028 Bonds Acceptance Amount at £82,520,407 and, therefore, it expects to accept for purchase all 2028 Bonds validly tendered pursuant to the relevant Offer in full, with no pro rata scaling.

Bondholders should note that this is a non-binding indication of the Offeror's current expectations in respect of the Offer relating to the 2028 Bonds, and remains subject to confirmation following the Pricing Time.

Pricing and settlement

Final pricing for the Offers will take place at or around 11.00 a.m. (London time) today, 13 December 2017 (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Offeror will announce its decision of whether to accept valid tenders of Bonds pursuant to either or both of the Offers and, if so accepted, the 2035 Bonds Acceptance Amount, the 2028 Bonds Acceptance Amount, each Benchmark Security Rate, each Purchase Yield, each Purchase Price and details of any scaling that will be applied to valid tenders of 2028 Bonds, as applicable.

The Settlement Date in respect of any Bonds accepted for purchase pursuant to the Offers is expected to be 20 December 2017.

General

Lloyds Bank plc and The Royal Bank of Scotland plc (trading as NatWest Markets) are acting as Dealer Managers for the Offers, Link Asset Services, a trading name of Link Market Services Limited, is acting as Receiving Agent and The Bank of New York Mellon, London Branch is acting as Tender Agent:

The Dealer Managers
Lloyds Bank plc 10 Gresham Street London EC2V 7AE	The Royal Bank of Scotland plc (trading as NatWest Markets) 250 Bishopsgate London EC2M 4AA
Telephone: [phone] Email: [e-mail] Attention: Liability Management Team, Commercial Banking	Telephone: [phone] Email: [e-mail] Attention: Liability Management

The Receiving Agent

Link Asset Services, a trading name of Link Market Services Limited

Corporate Actions

The Registry

34 Beckenham Road

Beckenham

Kent BR3 4TU

Telephone: [phone]

Calls are charged at the standard geographic rate and will vary by provider.

Calls outside the United Kingdom will be charged at the applicable international rate.

The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

The Tender Agent

The Bank of New York Mellon, London Branch

One Canada Square

London, E14 5AL

Telephone: [phone]

Email: [e-mail]

Attention:

Debt Restructuring Services

Note: The aggregate nominal amount of 2035 Bonds tendered for purchase pursuant to the relevant Offer is expressed in original nominal amount ignoring any subsequent amortisation (by operation of any applicable pool factor or otherwise) in accordance with the terms and conditions of the 2035 Bonds.

This announcement is released by The British Land Company 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 Chris Grigg, Chief Executive Officer for The British Land Company PLC.

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 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 the Offeror, the Dealer Managers, the Receiving Agent and the Tender Agent to inform themselves about, and to observe, any such restrictions. 

 

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