TIDM95EA
RNS Number : 3643Q
Eversholt Funding PLC
18 June 2020
RBC Europe Limited announces Tender Offer for
Eversholt Funding plc's GBP400,000,000 6.359 per cent. Bonds due
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 OR THE DISTRICT OF
COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER
PERSON 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.
18 June 2020. RBC Europe Limited (the Offeror) today announces
an invitation to holders of the outstanding GBP400,000,000 6.359
per cent. Bonds due 2025 (ISIN: XS0563638401) of Eversholt Funding
plc (the Company) guaranteed by the Guarantors (as defined in the
Tender Offer Memorandum) (the Bonds) to tender their Bonds for
purchase by the Offeror for cash (the Offer). The Offer is being
made on the terms and subject to the conditions contained in the
tender offer memorandum dated 18 June 2020 (the Tender Offer
Memorandum), and is subject to the offer restrictions set out below
and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used in this announcement but not
defined have the meanings given to them in the Tender Offer
Memorandum.
The Company announced today its intention to issue a series of
new sterling-denominated fixed rate bonds (the New Bonds) under its
GBP3,000,000,000 multicurrency programme for the issuance of bonds.
Whether the Offeror will accept for purchase any Bonds validly
tendered in the Offer is subject (unless such condition is waived
by the Offeror in its sole and absolute discretion), without
limitation, to (i) the pricing of the issue of the New Bonds on or
prior to the Acceptance Date, (ii) the signing by the Company and
BNP Paribas, HSBC Bank plc and RBC Europe Limited (each in its
capacity as a joint lead manager of the offering of the New Bonds)
and any other manager(s) appointed by the Company in connection
with the offering of the New Bonds (together the Joint Lead
Managers and each a Joint Lead Manager) of a subscription agreement
for the purchase of, and subscription for, the New Bonds and (iii)
such subscription agreement remaining in full force and effect as
at the Tender Offer Settlement Date (the New Issue Condition).
Rationale for the Offer
The purpose of the Offer together with the New Bonds is to
proactively manage upcoming debt redemptions and to extend the
average debt maturity profile of the Company.
Details of the Offer
Purchase Price and Accrued Interest
The Offeror will pay for the Bonds validly tendered and accepted
by the Offeror for purchase, pursuant to the Offer, a purchase
price (the Purchase Price) to be determined at or around 1.00 p.m.
(London time) (the Pricing Time) on 25 June 2020 (the Pricing Date)
in the manner described in the Tender Offer Memorandum by reference
to the sum (such sum, the Purchase Yield) of a purchase spread of
180 basis points (the Purchase Spread) and the Reference Gilt Rate.
The Offeror will also pay an Accrued Interest Payment in respect of
Bonds accepted for purchase pursuant to the Offer. The Reference
Gilt Rate will be determined using the mid-market yield to maturity
(calculated in accordance with standard market practice) of the 2
per cent. UK Treasury Gilt due 7 September 2025 (ISIN:
GB00BTHH2R79) at the Pricing Time.
The Purchase Price will be determined by the Offeror, after
consultation with the Joint Dealer Managers, in accordance with
market convention and expressed as a percentage of the nominal
amount of the Bonds (rounded to the nearest 0.001 per cent., with
0.0005 rounded upwards), and is intended to reflect a yield to
maturity of the Bonds on the Tender Offer 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 Bonds up to and including the scheduled maturity date of the
Bonds, discounted to the Tender Offer Settlement Date at a discount
rate equal to the Purchase Yield, minus (b) Accrued Interest.
Final Acceptance Amount and Scaling
The Offeror currently proposes (subject to satisfaction or
waiver of the New Issue Condition) to accept for purchase pursuant
to the Offer up to GBP150,000,000 in aggregate nominal amount of
the Bonds, although the Offeror reserves the right, in its sole and
absolute discretion, to accept significantly less than or
significantly more than such amount (or not to accept any Bonds)
for purchase pursuant to the Offer (the final aggregate nominal
amount of Bonds accepted for purchase pursuant to the Offer being
the Final Acceptance Amount). Subject to satisfaction (or waiver)
of the New Issue Condition, if the Offeror decides to accept for
purchase valid tenders of Bonds pursuant to the Offer and the
aggregate nominal amount of Bonds validly tendered pursuant to the
Offer is greater than the Final Acceptance Amount, the Offeror
intends to accept such validly tendered Bonds for purchase on a pro
rata basis as described in the Tender Offer Memorandum.
Allocation of New Bonds
The Offeror has been advised by the Company that when
considering allocations of the New Bonds, the Company may (in its
sole and absolute discretion) give preference to those Bondholders
who, prior to such allocation, have validly tendered or indicated
their firm intention to the Company or any of the Joint Dealer
Managers to tender their Bonds pursuant to the Offer and subscribe
for New Bonds. However, the Company is not obliged to allocate the
New Bonds to a Bondholder who has validly tendered or indicated a
firm intention to tender the Bonds pursuant to the Offer. Any
allocation of the New Bonds, while being considered by the Company
as set out above, will be made in accordance with customary new
issue allocation processes and procedures. In the event that a
Bondholder validly tenders Bonds pursuant to the Offer, such Bonds
will remain subject to such tender and the conditions of the Offer
as set out in the Tender Offer Memorandum irrespective of whether
that Bondholder receives all, part or none of any allocation of New
Bonds for which it has applied.
Announcement of Results and Pricing
The Offeror intends to announce, prior to the Pricing Time on
the Pricing Date, the aggregate nominal amount of Bonds validly
tendered pursuant to the Offer, together with a non-binding
indication of the level at which the Offeror expects (subject to
satisfaction or waiver of the New Issue Condition) to set the Final
Acceptance Amount and indicative details of any pro rata scaling
that will apply in the event that the Offeror decides to accept
(subject to satisfaction or waiver of the New Issue Condition)
valid tenders of Bonds pursuant to the Offer.
The Offeror then intends to announce, as soon as reasonably
practicable after the Pricing Time on the Pricing Date, whether it
will accept (subject to satisfaction or waiver of the New Issue
Condition) valid tenders of Bonds pursuant to the Offer and, if so
accepted, the Final Acceptance Amount, the Reference Gilt Rate, the
Purchase Yield, the Purchase Price, any Scaling Factor and Accrued
Interest (expressed as a percentage of the nominal amount of the
Bonds).
The Expiration Deadline for the Offer is 4.00 p.m. (London time)
on 24 June 2020 and, subject to satisfaction (or waiver) of the New
Issue Condition, the expected Tender Offer Settlement Date for the
Offer is 29 June 2020. The above times and dates are subject to the
right of the Offeror to extend, re-open, amend, waive any condition
of and/or terminate the Offer at any time before any acceptance by
it of the Bonds tendered for purchase in the Offer (subject to
applicable law and as provided in the Tender Offer Memorandum).
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest Payment pursuant to, the
Offer, Bondholders must validly tender their Bonds by delivering,
or arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by the Expiration
Deadline, as further described in the Tender Offer Memorandum.
Bondholders are advised to check with any bank, securities
broker or other intermediary through which they hold Bonds when
such intermediary would need to receive instructions from a
Bondholder in order for that Bondholder 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 specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission and withdrawal of Tender Instructions will be
earlier than the relevant deadlines specified in the Tender Offer
Memorandum.
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 Bonds of no less than GBP100,000, being the
minimum denomination of the Bonds, and may be submitted in integral
multiples of GBP1,000 thereafter. Tender Instructions which relate
to a nominal amount of Bonds of less than GBP100,000 will be
rejected. A separate Tender Instruction must be completed on behalf
of each beneficial owner.
Questions and requests for assistance in connection with (i) the
Offer may be directed to the Joint Dealer Managers, and (ii) the
delivery of Tender Instructions may be directed to the Tender
Agent, the contact details for each of which are set out below.
BNP Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability
Management Group; Email: liability.management@bnpparibas.com), HSBC
Bank plc (Telephone: +44 (0)20 7992 6237; Attention: Liability
Management Group; Email: LM_emea@hsbc.com) and RBC Europe Limited
(Telephone: +44 20 7029 7927; Attention: Liability Management
Group; Email: liability.management@rbccm.com) in their capacity as
Joint Dealer Managers and Lucid Issuer Services Limited (Telephone:
+44 20 7704 0880; Attention: Thomas Choquet; Email:
eversholt@lucid-is.com) in its capacity as Tender Agent.
This announcement is released by Eversholt 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 (MAR), encompassing information relating
to the Offer described above. For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Andrea Wesson, Chief Financial Officer at
Eversholt UK Rails Group.
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 Bondholder is in any doubt as to the contents of 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 broker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Bonds are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such Bonds
pursuant to the Offer. The Joint Dealer Managers will not be
responsible to any Bondholders for providing the protections
afforded to customers of the Joint Dealer Managers or for advising
any other person in connection with the Offer. None of the Company,
the Guarantors, the Offeror, the Joint Dealer Managers, the Tender
Agent or any director, officer, employee, agent or affiliate of any
such person makes any recommendation as to whether Bondholders
should tender Bonds in the Offer, any recommendation whatsoever
regarding the Offer or any recommendations as to whether
Bondholders should subscribe for New Bonds, and accordingly none of
the Joint Dealer Managers, the Tender Agent, the Company, the
Guarantors or any director, employee, agent or affiliate of any
such person is acting for any Bondholder, or will be responsible to
any Bondholder for providing any protections which would be
afforded to its clients or for providing advice in relation to the
Offer or the New Bonds.
OFFER AND DISTRIBUTION RESTRICTIONS
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 Company, the
Guarantors, the Offeror, the Joint Dealer Managers and the Tender
Agent to inform themselves about, and to observe, any such
restrictions. Neither this announcement nor the Tender Offer
Memorandum constitutes (i) an offer to buy or the solicitation of
an offer to sell the Bonds (and tenders of Bonds in the Offer will
not be accepted from Bondholders) in any circumstances in which
such offer or solicitation is unlawful or (ii) an offer to sell or
the solicitation of an offer to buy the New Bonds. In those
jurisdictions where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer and any of the
Joint Dealer Managers or any of their respective affiliates is such
a licensed broker or dealer in any such jurisdiction, the Offer
shall be deemed to be made by such Joint Dealer Manager or such
affiliate, as the case may be, on behalf of the Offeror in such
jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Bonds to permit a public offering of
securities.
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 Bonds 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 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 Bonds in the Offer resulting directly or indirectly from
a violation of these restrictions will be invalid and any purported
tender of Bonds made by, or by any person acting for the account or
benefit of, 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.
Neither this announcement nor the Tender Offer Memorandum is an
offer to buy or sell, or a solicitation of an offer to sell or buy,
any Bonds or other securities in the United States or to U.S.
persons (as defined in Regulation S of the United States Securities
Act of 1933, as amended (each a U.S. Person)). Securities may not
be offered or sold in the United States absent registration under,
or an exemption from the registration requirements of, the
Securities Act. The New Bonds have not been, and will not be,
registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S. Persons.
Each holder of Bonds 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
previous two paragraphs, 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 documents 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
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 (the
Issuers' Regulation). The Offer is also being carried out in
compliance with article 35-bis, paragraph 7 of the Issuers'
Regulation. Holders or beneficial owners of the Bonds that are
located in Italy can tender Bonds for purchase in the Offer through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic
of 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 applicable laws and
regulations concerning vis-à-vis its clients in connection with the
Bonds or the Offer.
United Kingdom. The communication of this announcement is not
being made, and has not been approved, by an authorised person for
the purposes of section 21 of the Financial Services and Markets
Act 2000.
The Tender Offer Memorandum is being distributed and is only
addressed to Bondholders where they would (if they were clients of
the Offeror) be per se professional clients or per se eligible
counterparties of the Offeror within the meaning of the FCA rules.
The Tender Offer Memorandum is not addressed to or directed at any
persons who would be retail clients within the meaning of the FCA
rules and any such persons should not act or rely on it. Recipients
of the Tender Offer Memorandum should note that the Offeror is
acting on its own account in relation to the Offer and will not be
responsible to any other person for providing the protections which
would be afforded to clients of the Offeror or for providing advice
in relation to the Offer.
In addition, this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offer are not for
general distribution and must not be passed on to the general
public in the United Kingdom. The communication of such documents
and materials is made only to and directed only at 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 (the
Financial Promotion Order)) or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
France. The Offer is not being made, directly or indirectly, to
the public in the Republic of France (France). None of this
announcement, the Tender Offer Memorandum or any other document or
material relating to the Offer has been or shall be distributed to
the public in France and only (i) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, acting for their
own account, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code monétaire et
financier, are eligible to participate in the Offer. Neither this
announcement nor the Tender Offer Memorandum have been or will be
submitted for clearance to or approved by the Autorité des Marchés
Financiers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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