Great Portland Estates Debenture Tender Offer

RNS Number : 8589C

Great Portland Estates PLC

25 January 2018

 

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 (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.

25 January 2018.  Great Portland Estates plc (the Offeror) announces today an invitation to holders of its outstanding £150,000,000 5.625 per cent. First Mortgage Debenture Stock due 2029 (£100,000,000 of which was issued on 26 January 1999 and a further £50,000,000 of which was issued on 31 January 2007 and consolidated to form a single series with the original issue) (ISIN: GB0004841101) (the Bonds) to tender their Bonds for purchase by the Offeror for cash (such invitation, the Offer).

The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 January 2018 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offer, and is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.  Bondholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Receiving Agent, contact details for which are set out below.  Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

A summary of certain terms of the Offer along with hypothetical pricing appears below:

Description of Bonds	ISIN	Outstanding nominal amount	Benchmark Security*	Purchase Spread*	Hypothetical Purchase Price**	Amount subject to the Offer
£150,000,000 5.625 per cent. First Mortgage Debenture Stock due 2029	GB0004841101	£142,860,000	6 per cent. UK Treasury Gilt due 7 December 2028 (ISIN: GB0002404191)	68 bps	£1,341.36 per £1,000 in nominal amount of the Bonds	Any and all

* The Purchase Price that the Offeror will pay for any Bonds validly tendered and accepted for purchase pursuant to the Offer will be determined in the manner described in the Tender Offer Memorandum on the basis of the Purchase Spread (as set out in the table above), the Benchmark Security Rate and the Early Settlement Date (each as defined below).

** For illustrative purposes only, a hypothetical Purchase Price is set out in the table above which has been calculated on the basis of a hypothetical Benchmark Security Rate of 1.440 per cent. and the Purchase Spread, and assuming an Early Settlement Date of 12 February 2018. By way of reference, as at 10.00 a.m. (London time) on 24 January 2018, the Benchmark Security Rate was 1.440 per cent. The official quotation for the Bonds on 24 January 2018 (which is the latest practicable date for which the information was available prior to the date of this announcement) was £1,242.40 - £1,242.60 per £1,000 in nominal amount of the Bonds (Source: the Daily Official List of the London Stock Exchange). For illustrative purposes only, the Annex to the Tender Offer Memorandum sets out further hypothetical Purchase Prices for different Benchmark Security Rates on the basis of the expected Early Settlement Date. Bondholders should note that the actual Purchase Price determined in the manner described in the Tender Offer Memorandum could differ significantly from the hypothetical Purchase Price set out in the table above and in the Tender Offer Memorandum.

Rationale for the Offer

The purpose of the Offer is to proactively manage the Offeror's capital structure and reduce interest expense.  Any Bonds accepted for repurchase will be cancelled and not re-issued or re-sold.

Purchase Price and Accrued Interest

The Offeror will pay for any Bonds validly tendered (whether (a) by the Non-Retail Tender Deadline or (b) after the Non-Retail Tender Deadline but by the Expiration Deadline) and accepted for purchase by the Offeror pursuant to the Offer a cash purchase price for such Bonds (the Purchase Price) to be determined at or around 10.00 a.m. (London time) on 2 February 2018 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the sum (such sum, the Purchase Yield) of (i) a purchase spread of 68 basis points (the Purchase Spread) and (ii) the Benchmark Security Rate.

The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of Bonds accepted for purchase pursuant to the Offer (rounded to the nearest 0.001, with 0.0005 rounded upwards), and is intended to reflect a yield to maturity of the Bonds on the Early Settlement Date based on the Purchase Yield. Specifically, the Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Bonds up to and including their scheduled maturity date, discounted to the Early Settlement Date at a discount rate equal to the Purchase Yield, minus (b) any Accrued Interest. 

The Offeror will announce the Purchase Price as soon as reasonably practicable after the Pricing Time.

For the avoidance of doubt, if the Offeror decides it will accept any Bonds validly tendered for purchase pursuant to the Offer, Bondholders who (i) are Retail Investors (as defined in "Tender Instructions" below) and (ii) validly tendered their Bonds after the Non-Retail Tender Deadline but by the Expiration Deadline will receive the same Purchase Price as any Bondholders (whether or not they are Retail Investors) who validly tendered their Bonds by the Non-Retail Tender Deadline notwithstanding the later Settlement Date.

The Offeror will also pay interest accrued and unpaid on any Bonds accepted for purchase pursuant to the Offer from (and including) the immediately preceding interest payment date for such Bonds to (but excluding) the applicable Settlement Date (Accrued Interest).

Acceptance and no scaling of tenders

If the Offeror decides to accept valid tenders of Bonds pursuant to the Offer, the Offeror will accept for purchase all of the Bonds that are validly tendered in full, with no pro rata scaling. 

Tender Instructions

Different procedures apply for the submission of Tender Instructions in respect of (a) Bonds held in CREST and (b) Bonds held in certificated form. See the Tender Offer Memorandum for further details.

In order to participate in and be eligible to receive the Purchase Price and the relevant Accrued Interest Payment pursuant to the Offer, a Bondholder must validly tender its Bonds by:

(a)         where such Bonds are held in CREST, sending (or, in the case of CREST sponsored members, procuring that their CREST sponsor sends) a TTE Instruction in the applicable form to EUI, as further described in the Tender Offer Memorandum; or

(b)        where such Bonds are not held in CREST, completing and delivering, or arranging to have delivered on their behalf (i) a valid, completed Non-CREST Tender Instruction (in the form posted to registered holders of certificated Bonds and available from the Receiving Agent on request) and (ii) the certificate(s) representing the Bonds which are the subject of such Non-CREST Tender Instruction,

in each case, which is received by the Receiving Agent by (i) where such Bondholder is not a Retail Investor, 5.00 p.m. (London time) on 1 February 2018 (the Non-Retail Tender Deadline) or (ii) where such Bondholder is a Retail Investor, 5.00 p.m. (London time) on 15 February 2018 (the Expiration Deadline).

A Retail Investor is a Bondholder (a) who holds less than £100,000 in aggregate nominal amount of the Bonds, (b) whose ordinary activities do not involve that person buying, selling, subscribing for or underwriting instruments such as the Bonds for the purposes of a business carried on by that person and (c) who it is reasonable to expect will not carry on the activities described in (b) above for the purposes of a business carried on by that person.

Any Bondholder who is not a Retail Investor and wishes to participate in the Offer must submit a valid Tender Instruction that is received by the Receiving Agent by the Non-Retail Tender Deadline. Any Tender Instruction received by the Receiving Agent after the Non-Retail Tender Deadline but by the Expiration Deadline which does not confirm that the relevant Bondholder is a Retail Investor (which, in the case of a TTE Instruction, requires such TTE Instruction to be submitted in the applicable form) may be rejected.

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

Tender Instructions must be submitted in respect of a minimum nominal amount of Bonds of no less than £1, being the minimum denomination of the Bonds, and may be submitted in integral multiples of such amount.

Indicative Timetable for the Offer

Events	Times and Dates
Commencement of the Offer	Thursday, 25 January 2018
Non-Retail Tender Deadline Deadline for receipt of valid Tender Instructions (and, in the case of Bonds not held in CREST, the relevant Bond certificate(s)) by the Receiving Agent from Bondholders who are not Retail Investors in order for such Bondholders to be able to participate in the Offer.	5.00 p.m. (London time) on Thursday, 1 February 2018
Pricing Time	At or around 10.00 a.m. (London time) on Friday, 2 February 2018
Announcement of Acceptance and Early Results Announcement as to whether or not the Offeror will accept valid tenders of Bonds for purchase pursuant the Offer and, if so, the Benchmark Security Rate, the Purchase Yield, the Purchase Price and the aggregate nominal amount of Bonds validly tendered by Bondholders (whether or not they are Retail Investors) by the Non-Retail Tender Deadline and accepted for purchase on the Early Settlement Date pursuant to the Offer (if any).	As soon as reasonably practicable after the Pricing Time (expected to be on Friday, 2 February 2018)
Early Settlement Date Expected Settlement Date for any Bonds validly tendered by the Non-Retail Tender Deadline and accepted for purchase by the Offeror pursuant to the Offer.	Monday, 12 February 2018
Expiration Deadline Final deadline for receipt of valid Tender Instructions (and, in the case of Bonds not held in CREST, the relevant Bond certificate(s)) by the Receiving Agent from Bondholders who are Retail Investors in order for such Bondholders to be able to participate in the Offer.	5.00 p.m. (London time) on Thursday, 15 February 2018
Announcement of Final Results Announcement of the aggregate nominal amount of Bonds validly tendered by Bondholders who are Retail Investors after the Non-Retail Tender Deadline but by the Expiration Deadline and accepted for purchase on the Final Settlement Date by the Offeror pursuant to the Offer (if any).	As soon as reasonably practicable on Friday, 16 February 2018
Final Settlement Date Expected Settlement Date for any Bonds validly tendered after the Non-Retail Tender Deadline but by the Expiration Deadline and accepted for purchase by the Offeror pursuant to the Offer.	Thursday, 22 February 2018

Unless stated otherwise, announcements in connection with the Offer will be made by publication through RNS (http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html). The Offeror may, in its absolute discretion, also give notice by any other means it considers appropriate, including without limitation the posting of such announcements to the registered addresses of Bondholders.  Such announcements may also be made on the relevant International Insider Screen and/or by the issue of a press release to a Notifying News Service.  Copies of all such announcements and notices can also be obtained from the Receiving Agent, the contact details for which are below.  Significant delays may be experienced where notices are sent by post and Bondholders are urged to contact the Receiving Agent for the relevant announcements during the course of the Offer.  In addition, Bondholders may contact the Dealer Managers for information using the contact details below.

The above times and dates are subject to the right of the Offeror to extend, re-open, amend, waive any condition of and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum).

Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified above.  The deadlines set by any such intermediary or CREST for the submission of Tender Instructions may be earlier than the relevant deadlines specified above.  Holders of Bonds not held in CREST are also advised to ensure that, where any documents are posted to the Receiving Agent, they allow sufficient time to ensure receipt of such documents by the Receiving Agent by the relevant deadline. All documentation sent to or from a Bondholder is sent at such Bondholder's own risk.

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

Banco Santander, S.A. and Lloyds Bank plc are acting as Dealer Managers for the Offer and Link Asset Services, a trading name of Link Market Services Limited, is acting as Receiving Agent.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.

DEALER MANAGERS
Banco Santander, S.A. Ciudad Grupo Santander Edificio Encinar Avenida de Cantabria s/n 28660 Boadilla del Monte Madrid Spain Telephone: [phone] / [phone] Email: [e-mail]/ [e-mail] Attention: Liability Management	Lloyds Bank plc 10 Gresham Street London EC2V 7AE United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management Team, Commercial Banking

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Receiving Agent.

RECEIVING AGENT

Link Asset Services, a trading name of Link Market Services Limited Corporate Actions The Registry 34 Beckenham Road Beckenham Kent BR3 4TU United Kingdom 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 a.m. - 5.30 p.m., 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.

This announcement is released by Great Portland Estates plc (LEI number: 213800JMEDD2Q4N1MC42) 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 Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Desna Martin, Company Secretary for Great Portland Estates plc.

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 Offer.  If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial adviser.  Any individual or company whose Bonds 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 Bonds for purchase pursuant to the Offer.  The Dealer Managers are acting exclusively for the Offeror and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and will not be responsible to anyone other than the Offeror for providing the protections afforded to customers of the Dealer Managers or for advising any other person in connection with the Offer.  None of the Offeror, the Dealer Managers and the Receiving Agent, nor any of their respective directors, employees or affiliates, makes any recommendation as to whether Bondholders should tender Bonds for purchase pursuant to the Offer.

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 Bonds (and tenders of Bonds for purchase pursuant to the Offer will not be accepted from any Bondholder) in any circumstances in which such offer or solicitation is unlawful.  In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

OFFER AND DISTRIBUTION RESTRICTIONS

United States

The Offer is 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 Bonds may not be tendered in the Offer 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 Offer 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 Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds 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 Bondholder participating in the Offer will represent that it is not located in the United States and is not participating in the 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 the 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.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer 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 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, Bondholders or beneficial owners of the Bonds that are located in Italy can tender Bonds for purchase in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in 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 Bonds or the Offer.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer 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 Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order) (which includes an existing creditor of the Offeror and, therefore, includes the Bondholders) or within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services marchés financiers) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and none of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (France).  None of this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offer has 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, acting for their own account, 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 Offer.  This announcement, the Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

 

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