Launch Announcement

Places for People Treasury PLC

18 October 2024

 

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 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 DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

18 October 2024

Places for People Treasury plc launches cash tender offer

Places for People Treasury plc (the Company) announces that it is inviting holders of its outstanding £300,000,000 2.500 per cent. Guaranteed Sustainability Notes due 2036 (ISIN: XS2435102285) (the Notes) to tender such Notes for purchase by the Company for cash at a price calculated by reference to a purchase spread determined pursuant to a modified Dutch auction (such invitation, the Offer).

The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 18 October 2024 (the Tender Offer Memorandum) prepared by the Company 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. Noteholders 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 offer and distribution restrictions) available from the Tender Agent as set out below.  Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

A summary of certain terms of the Offer appears below:

Notes	ISIN / Common Code	Outstanding Nominal Amount	Benchmark Security	Purchase Spread	Maximum Purchase Spread	Amount subject to the Offer
£300,000,000 2.500 per cent.  Guaranteed Sustainability Notes due 2036	XS2435102285 / 243510228	£300,000,000	4.25 per cent. UK Treasury Gilt due 7 March 2036 (ISIN: GB0032452392)	To be determined pursuant to a modified Dutch auction procedure	+125 bps	Subject as set out in the Tender Offer Memorandum, up to £50,000,000 in aggregate nominal amount of the Notes

Rationale for the Offer

The Company is making the Offer in order to optimise its funding and liquidity position by proactively managing its debt portfolio.

Purchase Price

Determination of the Purchase Price

The Company will, on the Settlement Date, pay for Notes accepted by it for purchase pursuant to the Offer a cash purchase price (the Purchase Price) to be determined at or around 11.00 a.m. (London time) (the Pricing Time) on 28 October 2024 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to the annualised sum (such annualised sum, the Purchase Yield) of (i) a purchase spread (the Purchase Spread); and (ii) the Benchmark Security Rate.

Subject as described above, the 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 Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards), and is intended to reflect a yield to maturity of the Notes on the 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 Notes up to and including the scheduled maturity date of the Notes, discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) Accrued Interest.

Purchase Spread - Modified Dutch Auction Procedure

The Purchase Spread will be determined pursuant to a Modified Dutch Auction Procedure, as fully described in the Tender Offer Memorandum.

Under the Modified Dutch Auction Procedure, the Company will determine, in its sole discretion, following expiration of the Offer, (i) the aggregate nominal amount of Notes (if any) it will accept for purchase pursuant to the Offer (such amount, the Final Acceptance Amount) and (ii) a single Purchase Spread (expressed in basis points) that it will use in the calculation of the Purchase Price, taking into account the aggregate nominal amount of Notes tendered in the Offer and the purchase spreads specified (or deemed to be specified) by tendering Noteholders.

The Purchase Spread will not be more than the Maximum Purchase Spread set out in the table above, and will otherwise be the highest spread that will enable the Company to purchase the Final Acceptance Amount pursuant to the Offer.

The Company currently proposes to accept for purchase pursuant to the Offer, and accordingly to set the Final Acceptance Amount at, up to £50,000,000 in aggregate nominal amount of the Notes, although the Company reserves the right, in its sole and absolute discretion, to accept significantly less than (or none of) such amount for purchase pursuant to the Offer.

Scaling

If the Company accepts any Notes for purchase pursuant to the Offer and the aggregate nominal amount of Notes validly tendered for purchase is greater than the Final Acceptance Amount, validly tendered Notes may be accepted for purchase pursuant to the Offer on a pro rata basis, as fully described in the Tender Offer Memorandum.

Accrued Interest

The Company will also pay an Accrued Interest Payment in respect of Notes validly tendered and accepted for purchase by it pursuant to the Offer.

General

In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to, the Offer, Noteholders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 25 October 2024, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline).

A separate Tender Instruction must be completed on behalf of each beneficial owner.

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 Notes of no less than the minimum denomination (being £100,000), and may be submitted in integral multiples of £1,000 thereafter.

Tender Instructions may be submitted on a competitive basis or a non-competitive basis, as further described in the Tender Offer Memorandum.

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 the Offer.

The anticipated transaction timetable is summarised below:

Events	Times and Dates (All times are London time)
Commencement of the Offer Offer announced. Tender Offer Memorandum available from the Tender Agent, and notice of the Offer to be delivered to the Clearing Systems for communication to Direct Participants.	18 October 2024
Expiration Deadline Deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offer.	4.00 p.m. on 25 October 2024
Announcement of Indicative Results Announcement by the Company of a non-binding indication of the levels at which it expects to set the Final Acceptance Amount and the Purchase Spread, and indicative details of any pro rata scaling of valid tenders that will be applied in the event that the Company decides to accept any valid tenders of Notes pursuant to the Offer.	As soon as reasonably practicable on 28 October 2024
Pricing Date and Pricing Time Determination of the Benchmark Security Rate, the Purchase Yield and the Purchase Price.	28 October 2024 at or around 11.00 a.m.
Announcement of Final Results and Pricing Announcement by the Company of whether it will accept for purchase Notes validly tendered pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the Benchmark Security Rate, the Purchase Spread, the Purchase Yield, the Purchase Price and details of any pro rata scaling (if applicable).	As soon as reasonably practicable after the Pricing Time on the Pricing Date.
Settlement Date Expected Settlement Date for the Offer.	29 October 2024

The above times and dates are subject to the right of the Company, 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). 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 Offer by the deadlines set out 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 described above.

Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be found on the Informa IGM Screen Insider service and be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems, and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer.  In addition, Noteholders may contact the Sole Dealer Manager for information using the contact details set out below.

Barclays Bank PLC is acting as Sole Dealer Manager for the Offer.

Kroll Issuer Services Limited is acting as Tender Agent. For detailed terms of the Offer please refer to the Tender Offer Memorandum which (subject to distribution restrictions) can be obtained from the Tender Agent referred to below.

SOLE DEALER MANAGER

Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]

TENDER AGENT

Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Telephone: [phone] Attention: Owen Morris / David Shilson Email: [e-mail]     Website: https://deals.is.kroll.com/placesforpeople

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. 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 Noteholder 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, 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 for purchase pursuant to the Offer. 

None of the Sole Dealer Manager, the Tender Agent, the Guarantors, the Company (or any of their respective directors, officers, employees, agents or affiliates) makes any recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Offer. None of the Company, the Guarantors, the Sole Dealer Manager or the Tender Agent (or any of their respective directors, employees, agents or affiliates) is providing Noteholders with any legal, business, tax or other advice in this announcement or in the Tender Offer Memorandum. Noteholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes for purchase pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer or an invitation to participate in the Offer from any jurisdiction from which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws.  The distribution of this announcement and the Tender Offer Memorandum or any other materials relating to the Offer in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum or any other materials relating to the Offer comes are required by each of the Company, the Sole Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such 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 Notes 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 Notes in the 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 Noteholder 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 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 the Republic of Italy (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 may tender Notes for purchase pursuant to 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. 20307 of 15 February 2018, 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 and/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, this announcement, the Tender Offer Memorandum and any other documents and/or materials relating to the Offer 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(2) of the Financial Promotion Order, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

The Offer is 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, 2° of the Belgian Code of Economic Law, as amended from time to time (a Belgian Consumer) and this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have not been and shall not be distributed, directly or indirectly, in Belgium to Belgian Consumers.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). This announcement, the Tender Offer Memorandum and any other documents and/or materials relating to the Offer 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, the Tender Offer Memorandum nor any other documents and/or materials have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.

 

END