TIDMBLND
RNS Number : 2013Z
British Land Co PLC
13 December 2017
The British Land Company PLC
Announces Indicative Results of Cash Tender Offer
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, 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 WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT.
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.
13 December 2017. The British Land Company PLC (the Offeror)
announces today the indicative results of its separate invitations
(each such invitation an Offer and, together, the Offers) to
holders of its outstanding (i) GBP110,000,000 5.0055 per cent.
First Mortgage Amortising Debenture Bonds due 2035 (ISIN (bearer):
XS0276843603 / ISIN (registered): GB00B1J01F91) (the 2035 Bonds)
and (ii) GBP310,000,000 5.357 per cent. First Mortgage Debenture
Bonds due 2028 (ISIN (bearer): XS0263450909 / ISIN (registered):
GB00B19ZPK76) (the 2028 Bonds and, together with the 2035 Bonds,
the Bonds) to tender their Bonds for purchase by the Offeror for
cash.
The Offers were announced on 30 November 2017 and were made on
the terms and subject to the conditions contained in the tender
offer memorandum dated 30 November 2017 (the Tender Offer
Memorandum) prepared by the Offeror in connection with the Offers.
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Tender
Offer Memorandum.
The Expiration Deadline for the Offers was 5.00 p.m. (London
time) on 12 December 2017.
Indicative Results of the Offer in respect of the 2035 Bonds
As at the Expiration Deadline, the Offeror had received valid
tenders of GBP1,634,954 in aggregate nominal amount of the 2035
Bonds for purchase pursuant to the relevant Offer.
The Offeror currently expects to accept for purchase all 2035
Bonds validly tendered pursuant to the relevant Offer in full, with
no pro rata scaling, and therefore expects to set the 2035 Bonds
Acceptance Amount at GBP1,634,954.
Bondholders should note that this is a non-binding indication of
the Offeror's current expectations in respect of the Offer relating
to the 2035 Bonds, and remains subject to confirmation following
the Pricing Time.
Indicative Results of the Offer in respect of the 2028 Bonds
As at the Expiration Deadline, the Offeror had received valid
tenders of GBP82,520,407 in aggregate nominal amount of the 2028
Bonds for purchase pursuant to the relevant Offer.
The Offeror currently expects to set the 2028 Bonds Acceptance
Amount at GBP82,520,407 and, therefore, it expects to accept for
purchase all 2028 Bonds validly tendered pursuant to the relevant
Offer in full, with no pro rata scaling.
Bondholders should note that this is a non-binding indication of
the Offeror's current expectations in respect of the Offer relating
to the 2028 Bonds, and remains subject to confirmation following
the Pricing Time.
Pricing and settlement
Final pricing for the Offers will take place at or around 11.00
a.m. (London time) today, 13 December 2017 (the Pricing Time). As
soon as reasonably practicable after the Pricing Time, the Offeror
will announce its decision of whether to accept valid tenders of
Bonds pursuant to either or both of the Offers and, if so accepted,
the 2035 Bonds Acceptance Amount, the 2028 Bonds Acceptance Amount,
each Benchmark Security Rate, each Purchase Yield, each Purchase
Price and details of any scaling that will be applied to valid
tenders of 2028 Bonds, as applicable.
The Settlement Date in respect of any Bonds accepted for
purchase pursuant to the Offers is expected to be 20 December
2017.
General
Lloyds Bank plc and The Royal Bank of Scotland plc (trading as
NatWest Markets) are acting as Dealer Managers for the Offers, Link
Asset Services, a trading name of Link Market Services Limited, is
acting as Receiving Agent and The Bank of New York Mellon, London
Branch is acting as Tender Agent:
The Dealer Managers
Lloyds Bank plc The Royal Bank of Scotland plc
10 Gresham Street (trading as NatWest Markets)
London EC2V 7AE 250 Bishopsgate
London EC2M 4AA
Telephone: +44 (0) 20 7158 1721 Telephone: +44 (0) 20 7678 5282
Email: liability.management@lloydsbanking.com Email: liabilitymanagement@natwestmarkets.com Attention:
Attention: Liability Management
Liability Management Team, Commercial Banking
The Receiving Agent
Link Asset Services, a trading name of Link Market Services
Limited
Corporate Actions
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Telephone: +44 (0) 371 664 0321
Calls are charged at the standard geographic rate and will vary
by provider.
Calls outside the United Kingdom will be charged at the
applicable international rate.
The helpline is open between 9.00 am - 5.30 pm, Monday to Friday
excluding public holidays in England and Wales. Please note that
Link Asset Services cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes.
The Tender Agent
The Bank of New York Mellon, London Branch
One Canada Square
London, E14 5AL
Telephone: +44 (0) 1202 689 644
Email: debtrestructuring@bnymellon.com
Attention:
Debt Restructuring Services
Note: The aggregate nominal amount of 2035 Bonds tendered for
purchase pursuant to the relevant Offer is expressed in original
nominal amount ignoring any subsequent amortisation (by operation
of any applicable pool factor or otherwise) in accordance with the
terms and conditions of the 2035 Bonds.
This announcement is released by The British Land Company 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 Offers described above. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055,
this announcement is made by Chris Grigg, Chief Executive Officer
for The British Land Company PLC.
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
come(s) are required by the Offeror, the Dealer Managers, the
Receiving Agent and the Tender Agent to inform themselves about,
and to observe, any such restrictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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