Indicative Result of Tender Offer

Places for People Treasury PLC

06 March 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA (the United States) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR OTHER PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

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).

6 March 2025

Places for People Treasury plc

announces indicative results of its cash tender offer

Further to its announcement on 25 February 2025, Places for People Treasury plc (the Company) announces today the indicative results of its invitation to holders of its outstanding £400,000,000 2.875 per cent. Guaranteed Notes due 2026 (ISIN: XS1475716822) (the Notes and all holders of such Notes, the Noteholders) to tender their Notes for purchase by the Company for cash subject to the New Financing Condition (the Offer).

The Offer was announced on 25 February 2025 and was made on the terms and subject to the conditions (including, but not limited to, the New Financing Condition) contained in the tender offer memorandum dated 25 February 2025 (the Tender Offer Memorandum) prepared by the Company in connection with the Offer. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 5 March 2025.

Indicative (Non-Binding) Results

As at the Expiration Deadline, £144,436,000 in aggregate nominal amount of the Notes had been validly tendered for purchase pursuant to the Offer.

If the Company decides to accept valid tenders of any Notes for purchase (subject to the satisfaction (or waiver) of the New Financing Condition) pursuant to the Offer, the Company expects to set the Final Acceptance Amount at £144,436,000. On the basis of such Final Acceptance Amount, the Company expects to accept for purchase (subject to the satisfaction (or waiver) of the New Financing Condition) all of the Notes validly tendered pursuant to the Offer in full, with no pro rata scaling.

Noteholders should note that this is a non-binding indication of the level at which PfP Treasury expects to set the Final Acceptance Amount.

Pricing and New Financing Condition

Final pricing for the Offer will take place at or around 11.00 a.m. (London time) today, 6 March 2025 (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Company will announce whether (subject to the satisfaction (or waiver) of the New Financing Condition) valid tenders of Notes will be accepted for purchase pursuant to the Offer and, if so accepted, the Benchmark Security Rate, the Purchase Yield, the Purchase Price, the Final Acceptance Amount, and any Scaling Factor in respect of valid tenders of such Notes (if applicable). 

Subject to the satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of any Notes accepted for purchase pursuant to the Offer is expected to be 10 March 2025.

Barclays Bank PLC (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and Lloyds Bank Corporate Markets plc (Telephone: [phone]; Attention:  Liability Management; Email: [e-mail]) are acting as Dealer Managers for the Offer.  Kroll Issuer Services Limited (Telephone: [phone]; Attention: Owen Morris; Email: [e-mail]; Website: https://deals.is.kroll.com/placesforpeople) is acting as Tender Agent.

This announcement is made by Places for People Treasury 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 Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Matt Cooper, Tax and Treasury Director at Places for People Treasury plc.

LEI of Places for Places for People Treasury plc: 213800B9U45TFBXW5K67

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, the Tender Offer Memorandum and/or any other materials relating to the Offer in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Tender Offer Memorandum and/or any other materials relating to the Offer comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

 

END