Tender Offer

Principality Building Society

11 July 2023

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (the EUWA).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS 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 AND 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 (THE SECURITIES ACT)) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

PRINCIPALITY BUILDING SOCIETY ANNOUNCES THE RESULTS
OF ITS CASH TENDER OFFER

11 July 2023. Further to its announcements dated 3 July 2023 and 5 July 2023, Principality Building Society (the Offeror) announces today the results of its invitation to holders of its outstanding £300,000,000 2.375 per cent. Notes due 23 November 2023 (ISIN: XS1722899165) (the Notes) to tender their Notes for purchase by the Offeror for cash subject to the satisfaction (or waiver) of the New Issue Condition (as defined in the Tender Offer Memorandum (as defined below)) and the other conditions described in the Tender Offer Memorandum  (such invitation, the Offer).

The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 3 July 2023 (the Tender Offer Memorandum) prepared by the Offeror 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 10 July 2023.

The Offeror received valid tenders of £244,785,000 in aggregate nominal amount of the Notes for purchase pursuant to the Offer.

The Offeror announces that it has decided to set the Final Acceptance Amount at £244,785,000 and, therefore, subject to the satisfaction (or wavier) of the New Issue Condition on or prior to the Settlement Date, it will accept for purchase all Notes validly tendered pursuant to the Offer in full, with no pro rata scaling.

The Purchase Price the Offeror will pay for those Notes validly tendered and accepted for purchase pursuant to the Offer is 98.80 per cent. of their nominal amount, and the Offeror will also pay an Accrued Interest Payment in respect of such Notes.

Subject to the satisfaction of the New Issue Condition, settlement of the purchase of the relevant Notes pursuant to the Offer is expected to take place on 13 July 2023, after which £55,215,000 in aggregate nominal amount of the Notes will remain outstanding.

Barclays Bank PLC (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]), BNP Paribas (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and Lloyds Bank Corporate Markets plc (Telephone: [phone] / 3939; Attention: Liability Management Group; Email: [e-mail]) are acting as Joint Dealer Managers for the Offer.

Kroll Issuer Services Limited (Telephone: [phone]; Attention: Jacek Kusion; Email: [e-mail]; Offer Website: https://deals.is.kroll.com/principality) is acting as Tender Agent for the Offer.

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MARKET ABUSE REGULATION: This announcement is released by Principality Building Society 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 party of United Kingdom 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 Iain Mansfield, Chief Financial Officer of Principality Building Society.

Legal Entity Identifier (LEI) of Principality Building Society: 2138003CSNVJEPFZ3U52

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 comes are required by each of the Offeror, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. The Offer has now expired and it is no longer possible for holders of the Notes to submit Tender Instructions to participate in the Offer.

 http://www.rns-pdf.londonstockexchange.com/rns/6748F_1-2023-7-11.pdf

 

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