TIDMCAF1
RNS Number : 1217S
RCB Bonds PLC
11 November 2021
DISCLAIMER - INTED ADDRESSEES
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 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 (THE UK MARKET ABUSE
REGULATION)
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 OR THE DISTRICT
OF COLUMBIA (THE UNITED STATES ) OR ANY OTHER JURISDICTION OR TO
ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW)
11 November 2021
RCB Bonds PLC announces tender offer made by Charities Aid
Foundation for
RCB Bonds PLC's GBP30,000,000 5.00 per cent. Bonds due 2026
secured on a loan to Charities Aid Foundation
RCB Bonds PLC (the Issuer) today announces a tender offer made
by Charities Aid Foundation (a UK charity registered with and
regulated by the Charity Commission for England and Wales with
registered charity number 268369 (the Offeror)) to the holders (the
Bondholders) of the Issuer's outstanding GBP30,000,000 5.00 per
cent. bonds due 12 April 2026 secured on a loan to the Offeror
bearing ISIN: XS1386668591 (the Bonds) to tender any and all such
Bonds for purchase by the Offeror for cash subject to the
satisfaction (or waiver) of the New Financing Conditions (as
defined below) (the Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 11
November 2021 (the Tender Offer Memorandum) prepared by the Offeror
and communicated to the Bondholders by the Issuer and is subject to
the offer restrictions set out below and as more fully described in
the Tender Offer Memorandum (the Offer and Distribution
Restrictions).
Copies of the Tender Offer Memorandum are (subject to the Offer
and Distribution Restrictions) available from the Tender Agent on
behalf of the Issuer as set out below. Capitalised terms used in
this announcement but not defined have the meanings given to them
in the Tender Offer Memorandum.
Summary
A summary of certain of the terms of the Offer appears
below:
Outstanding
Principal Amount subject to the
Bonds ISIN/ Common Code Amount Purchase Price Offer
GBP30,000,000 XS1386668591 / 138666859 GBP30,000,000 113.5 per Any and all
5.00 per cent. cent.
Bonds due 12
April 2026 secured
on a loan to
the Offeror
Indicative Timetable for the Offer
This is an indicative timetable showing one possible outcome for
the timing of the Offer based on the dates in the Tender Offer
Memorandum. This timetable is subject to change and dates and times
may be extended or amended by the Offeror in accordance with the
terms of the Offer as described in the Tender Offer Memorandum.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Events Times and Dates
Commencement of the Offer 11 November 2021
Expiration Deadline 4:00 p.m. (London time) on 25 November 2021,
subject to the right of the Offeror in its
sole and absolute discretion to extend or
bring forward the Expiration Deadline
Announcement of Results As soon as reasonably practicable after the
Expiration Deadline
Settlement Date 9 December 2021
The Offeror may, in its sole discretion, extend, re-open, amend,
waive any condition of and/or terminate the Offer at any time
(subject to applicable law and as provided in the Tender Offer
Memorandum) and the above times and dates are subject to the right
of the Offeror to so extend, re-open, amend, waive any condition of
and/or terminate the Offer.
Bondholders are advised to check with any bank, securities
broker, custodian, trust company, direct participant or other
intermediary through which they hold Bonds when such intermediary
would need to receive Tender 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 Tender Instruction to participate in, the Offer by the
deadlines set out above. The deadlines set by any such intermediary
and each Clearing System for the submission and revocation of
Tender Instructions will be earlier than the relevant deadlines set
out above and in the Tender Offer Memorandum.
Rationale for the Offer
The Offeror is seeking to refinance some or all of a loan (the
Loan) made by the Issuer from the proceeds of the issue of the
Bonds. The Issuer has accordingly made an offer to issue new
sterling-denominated 3.5 per cent. bonds due 8 December 2031 and
secured on a loan to the Offeror (the New Bonds) under a prospectus
dated 11 November 2021 (the New Bonds Prospectus). The New Bonds,
if issued, will be secured on a new loan to the Offeror (the New
Loan). The Offeror will use some or all of the proceeds of the New
Loan to purchase Bonds validly tendered and accepted for purchase
in accordance with this Offer.
The Bonds purchased by the Offeror shall be immediately
surrendered to or to the order of the Issuer for cancellation.
Following such surrender, a principal amount of the Loan equal to
the principal amount of the Bonds being surrendered shall be deemed
to be prepaid.
Details of the Offer
Purchase Price and Accrued Interest
The Offeror will pay, for Bonds validly tendered and accepted by
it for purchase pursuant to the Offer, a cash purchase price equal
to 113.5 per cent. of the principal amount of the relevant Bonds
(the Purchase Price).
The Offeror will, in addition to the Purchase Price, also pay an
Accrued Interest Payment in respect of Bonds accepted for purchase
pursuant to the Offer.
No Scaling
If the Offeror accepts any Bonds for purchase pursuant to the
Offer it will accept for purchase any and all of the Bonds that are
validly tendered, with no pro rata scaling.
New Financing Condition
The Issuer announced today its intention to issue the New Bonds,
subject to market conditions. The New Bonds Prospectus prepared by
the Issuer in connection with the proposed issue of the New Bonds
is available to eligible investors for viewing on the Issuer's
website at
https://rcb-bonds.com/bonds/charities-aid-foundation.
Whether the Offeror will accept for purchase any Bonds validly
tendered in the Offer is subject, without limitation, to the
successful completion (in the sole determination of the Offeror) of
the issue of the New Bonds (the New Financing Condition).
Even if the New Financing Condition is satisfied, the Offeror is
not under any obligation to accept for purchase any Bonds tendered
pursuant to the Offer.
Allocation of New Bonds
As set out in the New Bonds Prospectus, when considering
allocation of the New Bonds, the Issuer may give preference to
those Bondholders who, prior to such allocation, have validly
tendered or have given a firm intention to the Offeror or the
Dealer Manager that they intend to tender their Bonds for purchase
pursuant to the Offer. Therefore, a Bondholder who wishes to
subscribe for New Bonds in addition to tendering its existing Bonds
for purchase pursuant to the Offer may be eligible to receive, at
the sole and absolute discretion of the Issuer, priority in the
allocation of the New Bonds, subject to the issue of the New Bonds
and such Bondholder making a separate application for the purchase
of such New Bonds to the Dealer Manager (in its capacity as manager
of the issue of the New Bonds) in accordance with the standard new
issue procedures of the Dealer Manager or as otherwise provided for
in the New Bonds Prospectus. Any such preference will, subject to
the sole and absolute discretion of the Issuer, be applicable up to
the aggregate nominal amount of Bonds tendered or firmly intended
to be tendered by such Bondholder pursuant to the Offer. However,
the Issuer is not obliged to allocate any New Bonds to a Bondholder
who has validly tendered or indicated a firm intention to tender
its Bonds for purchase pursuant to the Offer and, if New Bonds are
so allocated, the nominal amount thereof may be less or more than
the nominal amount of Bonds tendered by such Bondholder and
accepted for purchase by the Offeror pursuant to the Offer. Any
such allocation will also, among other factors, take into account
the minimum denomination of the New Bonds (which will be
GBP100).
Existing Bondholders should note that the allocation of the New
Bonds is expected to take place prior to the Expiration Deadline
for the Offer, and any Bondholder who wishes to subscribed for New
Bonds in addition to tendering their Bonds for purchase pursuant to
the Offer should therefore provide, as soon as practicable, to the
Offer or the Dealer Manager, an indication of its firm intention to
tender its Bonds for purchase and the principal amount of the Bonds
that it intends to tender pursuant to the Offer.
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 4:00 p.m.
(London time) on 25 November 2021, unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer
Memorandum (the Expiration Deadline).
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
principal amount of Bonds of no less than GBP100, being the minimum
denomination of the Bonds, and may be submitted in integral
multiples of GBP100 thereafter. Tender Instructions which relate to
a principal amount of Bonds of less than GBP100 will be rejected.
See "Procedures for Participating in the Offer" in the Tender Offer
Memorandum for further information.
Announcements
Unless stated otherwise, announcements in connection with the
Offer will be made by the Issuer (i) by publication via the
Regulatory News Service operated by the London Stock Exchange plc
and (ii) by the delivery of notices to the Clearing Systems and
Euroclear UK & Ireland Limited (formerly known as CREST Co
Limited) for communication to Direct Participants. Such
announcements may also be made on the relevant Reuters Insider
Screen and/or by the issue of a press release to a Notifying News
Service. Copies of all such announcements, press releases and
notices can also be obtained upon request from the Tender Agent,
the contact details for which are below. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Bondholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offer. In addition,
Bondholders may contact the Dealer Manager for information using
the contact details below.
The Issuer will announce the Offeror's decision of whether to
accept (subject to satisfaction (or waiver) of the New Financing
Condition on or prior to the Settlement Date) valid tenders of
Bonds pursuant to the Offer and, if so, the aggregate principal
amount of Bonds validly tendered as soon as reasonably practicable
after the Expiration Deadline.
Bondholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
Dealer Manager
City & Continental Ltd trading
as Allia C&C Henrietta Podd +44 20 3039 3460
Tender Agent
Lucid Issuer Services Limited Owen Morris +44 20 7704 0880
David Shilson
rcb@lucid-is.com
https://deals.lucid-is.com/rcb
Questions and requests for assistance in connection with (i) the
Offer may be directed to the Dealer Manager and (ii) the delivery
of Tender Instructions may be directed to the Tender Agent, the
contact details for each of which are set out above.
This announcement contains information that qualified or may
have qualified as inside information for the purposes of Article 7
of the UK Market Abuse Regulation, encompassing information
relating to the Offer described above. For the purposes of the UK
Market Abuse Regulation, this announcement is made by John
Tattersall, Chair, RCB Bonds PLC.
LEI Number: 21380081925ENBZ6KM68
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 action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, 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. None of the Offeror, the Issuer, the
Dealer Manager or the Tender Agent makes any recommendation whether
Bondholders should tender Bonds pursuant to the Offer.
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 Offeror, the
Issuer, the Dealer Manager and the Tender Agent to inform
themselves about, and to observe, any such restrictions.
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 this announcement, 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 of securities for sale in the United States or to U.S.
persons (as defined in Regulation S of the Securities Act.
Securities may not be offered, sold or delivered in the United
States absent registration under, or an exemption from the
registration requirements of, the United States Securities Act of
1933, as amended. 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, within the
United States or to, or for the account or benefit of, U.S.
persons.
Each Bondholder 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 above
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 document or materials relating to the Offer
have been or will be 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
the Republic of Italy (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. Bondholders or beneficial owners of the Bonds
that are located in Italy can tender their Bonds for purchase in
the Offer through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in 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 the applicable laws
and regulations concerning information duties vis-à-vis its clients
in connection with the Bonds or the Offer.
United Kingdom
The communication by the Issuer of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offer is not being made, and such documents and/or materials
have not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000 (the
FSMA). Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is only directed
at and may be communicated to (1) persons who have professional
experience in matters relating to investments, being investment
professionals as defined in Article 19 of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the FPO);
(2) persons who fall within Article 43 of the FPO ("Members and
creditors of certain bodies corporate"); (3) persons who fall
within Article 49 of the FPO ("high net worth companies,
unincorporated associations etc."); or (4) any other persons to
whom these documents and/or materials may lawfully be communicated.
This communication is being made by the Issuer. Any investment or
investment activity to which this Tender Offer Memorandum relates
is available only to such persons or will be engaged only with such
persons and other persons should not rely on it.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France. This announcement, the Tender
Offer Memorandum and any other offering material relating to the
Offer may not be distributed in the Republic of France except to
qualified investors as defined in Article 2(e) of Regulation (EU)
2017/1129 (the Prospectus Regulation). The Tender Offer Memorandum
has not been submitted for clearance to the Autorité des Marchés
Financiers.
General
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
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. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and the Dealer Manager or its
affiliates are such a licensed broker or dealer in any such
jurisdiction, the Offer shall be deemed to be made by the Dealer
Manager or such affiliate, as the case may be, on behalf of the
Offeror in such jurisdiction.
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.
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END
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