TIDM75TW
RNS Number : 0918V
Annington Funding PLC
05 August 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIES 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 of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018, as amended
.
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 AND THE DISTRICT
OF COLUMBIA) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT
ANNINGTON FUNDING PLC ANNOUNCES INDICATIVE RESULTS OF ITS TER
OFFERS
5 August 2022. Annington Funding plc (the "Offeror") hereby
announces the indicative results of its separate invitations to
Noteholders of its outstanding EUR600,000,000 1.650 per cent. Notes
due 12 July 2024 (ISIN: XS1645519031) and GBP625,000,000 2.646 per
cent. Notes due 12 July 2025 (ISIN: XS1645518496), each issued by
the Offeror and guaranteed by Annington Limited, Annington
Properties Limited and Annington Homes Limited (together, the
"Guarantors" and each a "Guarantor") (the "Notes") to tender such
Notes for purchase by the Offeror for cash (the "Offers" and each
an "Offer"), up to an aggregate principal amount (the "Final
Acceptance Amount") to be announced by the Offeror and subject to
the satisfaction of the New Notes Condition and the other
conditions set out in the tender offer memorandum dated 28 July
2022 (the "Tender Offer Memorandum").
The Offers were announced on 28 July 2022. On 1 August 2022, the
Offeror announced its intention to increase the target aggregate
principal amount of Notes accepted in connection with the Offers
from GBP300,000,000 (or the Euro Equivalent) to GBP400,000,000 (or
the Euro Equivalent) across all Series of Notes, subject to
increase or decrease at the Offeror's sole and absolute discretion,
in accordance with the Tender Offer Memorandum.
Each Offer is subject to the conditions set out in the Tender
Offer Memorandum prepared in connection with the Offers and is
subject to the offer and distribution restrictions set out therein.
Capitalised terms used in this announcement and not otherwise
defined have the meanings given to them in the Tender Offer
Memorandum.
The Expiration Deadline for the Offers was 4.00 p.m. (London
time) on 4 August 2022.
As at the Expiration Deadline, the following aggregate principal
amount of Notes of each Series had been validly tendered pursuant
to each Offer:
Description of the Notes Aggregate Principal Amount of Notes validly tendered
EUR600,000,000 1.650 per cent. Notes due 12 July 2024 EUR426,676,000
----------------------------------------------------
GBP625,000,000 2.646 per cent. Notes due 12 July 2025 GBP143,470,000
----------------------------------------------------
Indicative Results of the Offer
Following the Expiration Deadline, the Offeror hereby announces
its non-binding intention to (subject to confirmation in its sole
and absolute discretion) set the Final Acceptance Amount at
GBP503,200,209.
The Offeror also hereby announces its non-binding indication
that (subject to its confirmation in its sole and absolute
discretion) it intends to accept for purchase Notes of each Series
validly tendered pursuant to the relevant Offer as set out below,
subject to the satisfaction of the New Notes Condition, and without
any Scaling Factor.
Description of the Notes Indicative aggregate principal Benchmark Purchase Spread
amount of Notes accepted for
purchase *
EUR600,000,000 1.650 per cent. EUR426,676,000 2024 Notes Interpolated Mid-Swap +75 bps
Notes due 12 July 2024 Rate
-------------------------------- -------------------------------- ---------------
GBP625,000,000 2.646 per cent. GBP143,470,000 0.625 per cent. UK Treasury Gilt +200 bps
Notes due 12 July 2025 due June 2025 (ISIN:
GB00BK5CVX03)
-------------------------------- -------------------------------- ---------------
* Indicative Acceptance Priority Level and indicative Series
Acceptance Amount
Pricing and Settlement
Final pricing for the Offers in respect of the Notes will take
place at or around 12.00 p.m. (noon) (London time) on 5 August 2022
(the "Pricing Time"). As soon as reasonably practicable after the
Pricing Time, the Offeror will announce whether it will accept
valid tenders of Notes pursuant to the Offers and, if so accepted
(i) the Final Acceptance Amount, the Acceptance Priority Levels and
each Series Acceptance Amount, (ii) the relevant Purchase Price in
respect of each Series of Notes (including whether such Purchase
Price has been calculated using the Par Call Date or Maturity Date
of each Series of Notes), (iii) any Scaling Factor (if applicable),
and (iv) the Accrued Interest in respect of each series of
Notes.
Subject to the satisfaction of the New Notes Condition, the
relevant Purchase Price and Accrued Interest Payments will be paid
to Noteholders whose Notes are accepted for purchase by the Offeror
on the Settlement Date, which is expected to occur on 9 August
2022.
Further Information
A complete description of the terms and conditions of the Offers
is set out in the Tender Offer Memorandum. Barclays Bank PLC and
Goldman Sachs International are acting as the Dealer Managers for
the Offers. Kroll Issuer Services Limited is acting as Tender
Agent.
Questions and requests for assistance in connection with the
Offer may be directed to:
THE DEALER MANAGERS
Barclays Bank PLC Goldman Sachs International
5 The North Colonnade Plumtree Court
Canary Wharf 25 Shoe Lane
London E14 4BB London EC4A 4AU
United Kingdom United Kingdom
Telephone: + 44 20 3134 8515 Telephone: +44 20 7774 4836
Email: eu.lm@barclays.com Email: liabilitymanagement.eu@gs.com
Attention: Liability Management Attention: Liability Management
Group Group
Questions and requests for a copy of the Tender Offer Memorandum
may be directed to:
THE TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Tel: +44 207 704 0880
Attention: Jacek Kusion
Email: annington@is.kroll.com
Tender Offer Website: https://deals.is.kroll.com/annington/
Each Noteholder is solely responsible for making its own
independent appraisal of all matters as such Noteholder deems
appropriate (including those relating to each Offer, the Notes, the
Offeror and the Guarantors) and each Noteholder must make its own
decision, based upon its own judgement and having obtained advice
from such financial, accounting, legal and tax advisers as it may
deem necessary, as to whether to tender any or all of its Notes for
purchase pursuant to an Offer.
None of the Dealer Managers, the Tender Agent or any of their
respective directors, officers, employees, agents or affiliates
assumes any responsibility for the accuracy or completeness of the
information concerning the Offers contained in this announcement or
in the Tender Offer Memorandum. None of the Dealer Managers, the
Tender Agent, the Offeror, the Guarantors or any of their
respective directors, officers, employees, agents or affiliates is
acting for any Noteholder, or will be responsible to any Noteholder
for providing any protections which would be afforded to its
clients or for providing advice in relation to the Offers, and
accordingly none of the Dealer Managers, the Tender Agent, the
Guarantors or any of their respective directors, officers,
employees, agents or affiliates assumes any responsibility for any
failure by the Offeror to disclose information with regard to the
Offeror or the Notes which is material in the context of the Offers
and which is not otherwise publicly available.
None of the Dealer Managers, the Tender Agent, the Offeror, the
Guarantors or any of their respective directors, officers,
employees, agents or affiliates makes any representation or
recommendation whatsoever regarding the Offers, or any
recommendation as to whether Noteholders should tender Notes in the
Offers.
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 Offers. If any Noteholder
is in any doubt as to the contents of this announcement or the
Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser.
MAR
This announcement is released by Annington Funding 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 domestic law of the
United Kingdom by virtue of the EUWA ("MAR"). For the purposes of
MAR this announcement is made by Stephen Leung, Director, on behalf
of Annington Funding plc.
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END
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