Royal London Results of Tender Offer (3508A)
23 May 2023 - 7:17PM
UK Regulatory
TIDM41BM TIDM60KE
RNS Number : 3508A
Royal London
23 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON
(AS DEFINED IN REGULATIONS UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN
OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (THE "UNITED STATES") OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.
23 May 2023
THE ROYAL LONDON MUTUAL INSURANCE SOCIETY LIMITED ANNOUNCES THE
RESULTS OF THE TENDER OFFER FOR THE OUTSTANDING GBP400,000,000
6.125 PER CENT. FIXED RATE RESET CALLABLE GUARANTEED SUBORDINATED
NOTES DUE 2043 ISSUED BY RL FINANCE BONDS NO. 2 PLC
The Royal London Mutual Insurance Society Limited (the
"Guarantor") today announces the results of its invitation to
holders of the outstanding GBP400,000,000 6.125 per cent. Fixed
Rate Reset Callable Guaranteed Subordinated Notes due 2043 issued
by RL Finance Bonds No. 2 plc (ISIN: XS0998135718) (the "Notes") to
tender such Notes for purchase by the Guarantor for cash (such
invitation, the "Offer").
The Offer expired at 4.00 p.m. (London time) on 22 May 2023 (the
"Expiration Deadline"). As at the Expiration Deadline, the
Guarantor had received valid tenders of GBP301,651,000 in aggregate
principal amount of the Notes for purchase pursuant to the
Offer.
The Guarantor hereby announces that it will accept for purchase
pursuant to the Offer in accordance with the terms and subject to
the conditions (including the New Financing Condition) set out in
the tender offer memorandum dated 15 May 2023 (the "Tender Offer
Memorandum") at the Purchase Price, GBP301,651,000 in aggregate
principal amount of Notes validly tendered pursuant to the Offer.
All valid tenders of Notes for purchase pursuant to the Offer will
be accepted in full, with no pro rata scaling.
Subject to the satisfaction or waiver of the New Financing
Condition on or prior to such date, settlement is expected to take
place on 25 May 2023, after which GBP98,349,000 in aggregate
principal amount of the Notes will remain outstanding. The
Guarantor intends to cancel those Notes accepted for purchase
pursuant to the Offer.
The Offer was made on the terms and subject to the conditions
contained in the Tender Offer Memorandum prepared by the Guarantor.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
Questions in connection with the Offer may be directed to the
Dealer Managers and the Tender Agent:
Dealer Managers
BNP Paribas HSBC Bank plc Merrill Lynch International
16, boulevard des 8 Canada Square 2 King Edward Street
Italiens London E14 5HQ London EC1A 1HQ
75009 Paris United Kingdom United Kingdom
France
Telephone: +44 20 Telephone: +44 20
Telephone: +33 1 7992 6237 7996 5420
55 77 78 94 Attention: Attention: Liability Attention: Liability
Liability Management Management, DCM Management Group
Group Email: LM_EMEA@hsbc.com Email: DG.LM-EMEA@bofa.com
Email: liability.management@bnpparibas.com
Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Telephone: +44 20 7704 0880
Attention: Harry Ringrose
Email: royallondon@is.kroll.com
Website: https://deals.is.kroll.com/royallondon
Disclaimer
The Dealer Managers do not take responsibility for the contents
of this announcement. This announcement must be read in conjunction
with the Tender Offer Memorandum. No offer to acquire any Notes is
being made pursuant to this notice.
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 Guarantor, the
Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions.
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 AND REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018.
This announcement is made by the Guarantor 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
Royal London Management Services Limited, company secretary of the
Guarantor.
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END
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