TIDMBRU2
RNS Number : 3833D
Bruntwood Bond 2 PLC
18 February 2020
The information contained herein may only be released, published
or distributed in the United Kingdom, the Republic of Ireland, the
Isle of Man, Jersey and the Bailiwick of Guernsey in accordance
with applicable regulatory requirements. The information contained
herein is not for release, publication or distribution in or into
the United States, Australia, Canada, Japan, South Africa or in any
other jurisdiction where it is unlawful to 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(10) OF THE MARKET ABUSE REGULATION (EU)
596/2014.
SEE "IMPORTANT INFORMATION" BELOW
18 February 2020
BRUNTWOOD BOND 2 PLC (THE "ISSUER")
6 PER CENT. STERLING NOTES DUE 2025 (the "Bonds")
guaranteed by
BRUNTWOOD LIMITED and BRUNTWOOD MANAGEMENT SERVICES LIMITED
Sizing Announcement
Terms used herein shall have the meaning given to them in the
Exchange Offer Memorandum and Prospectus published on 28 January
2020 (the "Exchange Offer Memorandum and Prospectus") relating to
the Bonds (as defined below).
This announcement constitutes the Sizing Announcement referred
in the Exchange Offer Memorandum and Prospectus relating to (i) the
proposed offer and issue (the "Cash Offer") by the Issuer of its
6.00 per cent. bonds due 2025 for cash (the "New Bonds"); and (ii)
the Issuer's invitation to exchange (the "Exchange Offer")
Bruntwood Investments plc's outstanding sterling denominated 6.00
per cent. bonds due 2020 (ISIN: XS0947705215) (the "Existing 2020
Bonds") for the Issuer's 6.00 per cent. bonds due 2025 (the
"Exchange New Bonds" and, together with the New Bonds, the
"Bonds"). The Bonds will be issued as one series on the Issue Date
(as specified below) with ISIN XS2104011304.
The Exchange Offer Memorandum and Prospectus is available for
viewing on Bruntwood's website ( https://bruntwood.co.uk/ ) and on
the National Storage Mechanism at https://www.morningstar.co.uk/NSM
.
The Exchange Offer for the Bonds expired at 12 Noon on 18
February 2020 and the Offer Period relating to the Cash Offer
expired at 11 a.m. on 7 February 2020 and accordingly Bonds can no
longer be subscribed for nor be obtained by way of application for
exchange. Accordingly, this announcement is not an offer to
subscribe, tender, sell or exchange any securities.
The Issuer confirms the following in relation to the offer and
issue of Bonds
Issue Date: 25 February 2020
Aggregate Nominal Amount: GBP110,000,000 (of which, GBP58,000,000
were subscribed pursuant to the
Cash Offer, GBP32,872,600 were
subscribed pursuant to the Exchange
Offer and GBP19,127,400 are being
retained in treasury by the Issuer).
Estimated Net Proceeds GBP89,509,511 (being the Aggregate
Nominal Amount of the Bonds at
the Issue Price of 100% less
the fees payable to the Joint
Lead Managers)
Estimated Total Expenses GBP1,363,089 (being the fees
payable to the Joint Lead Managers
described in estimated net proceeds
above but excluding other expenses,
such as expenses relating to
admission to trading of the Bonds)
Authorised Distributors AJ Bell Securities Limited
Equiniti Financial Services Limited
Redmayne-Bentley LLP
iDealing.com Limited
Hargreaves Lansdown Asset Management
In relation to the Exchange Offer, the aggregate nominal amount
of Existing 2020 Bonds accepted for exchange by the Issuer is
GBP32,872,600. Accordingly, the aggregate nominal amount of
Existing 2020 Bonds remaining outstanding (and falling due to be
repaid by Bruntwood Investments plc on 24 July 2020) after the
Exchange Offer will be GBP17,127,400.
GBP19,127,400 nominal amount of Bonds due to be issued (the
"Retained Bonds") on the Issue Date are being retained in treasury
by the Issuer. The Issuer has undertaken not to offer or to agree
to sell any Retained Bonds (i) prior to 26 August 2020, at any
price and (ii) on or after 26 August 2020, at a price of less than
100 per cent. of their nominal amount.
-Ends-
For further information, please see Bruntwood's website at
https://bruntwood.co.uk/ or contact:
Kevin Crotty (Chief Financial Officer) +44 (0) 161 212 2222
Sean Davies (Director of Financing
& Investment) +44 (0) 161 212 2222
David Shilson (Lucid Issuer Services) +44 (0) 2077 040 880
IMPORTANT INFORMATION
This announcement is released by Bruntwood Bond 2 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 an offer of securities, as described above. For the purposes of
MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055, this announcement is made by Kevin Crotty, Chief
Financial Officer for Bruntwood Bond 2 PLC.
The Exchange Offer Memorandum and Prospectus is available for
viewing at
https://bruntwood.co.uk/our-performance/disclaimer/retail-bond-information/
.
Please note that the information contained in the Exchange Offer
Memorandum and Prospectus may be addressed to and/or targeted at
persons who are residents of particular countries (specified in the
Exchange Offer Memorandum and Prospectus) only and is not intended
for use and should not be relied upon by any person outside these
countries and/or to whom the offer contained in the Exchange Offer
Memorandum and Prospectus is not addressed. Prior to relying on the
information contained in the Exchange Offer Memorandum and
Prospectus you must ascertain from the Exchange Offer Memorandum
and Prospectus whether or not you are part of the intended
addressees of the information contained therein.
The distribution of this announcement and other information in
connection with any offer of securities and/or the solicitation of
offers for securities in certain jurisdictions may be restricted by
law and persons who come into possession of this announcement or
any document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any jurisdiction.
This announcement does not constitute or form part of any offer
or invitation to sell, or any solicitation of any offer to purchase
any securities. This announcement does not constitute and shall
not, in any circumstances, constitute a public offering nor an
invitation to the public in connection with any offer within the
meaning of Regulation EU 2017/1129 (the "Prospectus Regulation").
Any offer and sale of any securities will be made in compliance
with the requirements of the Prospectus Regulation.
Any securities referred to herein will not be registered under
the U.S. Securities Act of 1933 (the "Securities Act"). Subject to
certain exceptions, such securities may not be offered, sold or
delivered within the United States. The Notes, which are in bearer
form, are subject to U.S. tax law requirements. Any securities
referred to herein would be offered and sold outside of the United
States in reliance on Regulation S of the Securities Act. There
will be no public offering in the United States.
MiFID Product Governance - Solely for the purposes of the
manufacturers' product approval process, the target market
assessment in respect of the Bonds has led to the conclusion that:
(i) the target market for the Bonds is eligible counterparties,
professional clients and retail clients, each as defined in
Directive 2014/65/EU (as amended, "MiFID II") and (ii) all channels
for distribution of the Bonds are appropriate, subject to the
distributor's suitability and appropriateness obligations under
MiFID II, as applicable. Any person subsequently offering, selling
or recommending the Bonds (a "distributor") should take into
consideration the manufacturers' target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Bonds (by either
adopting or refining the manufacturer target market assessment) and
determining appropriate distribution channels, subject to the
distributor's suitability and appropriateness obligations under
MiFID II, as applicable.
Legal Entity Identifier: 213800ZX2CGN7UUXYC31
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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