TIDMGPOR
RNS Number : 8589C
Great Portland Estates PLC
25 January 2018
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 (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.
25 January 2018. Great Portland Estates plc (the Offeror)
announces today an invitation to holders of its outstanding
GBP150,000,000 5.625 per cent. First Mortgage Debenture Stock due
2029 (GBP100,000,000 of which was issued on 26 January 1999 and a
further GBP50,000,000 of which was issued on 31 January 2007 and
consolidated to form a single series with the original issue)
(ISIN: GB0004841101) (the Bonds) to tender their Bonds for purchase
by the Offeror for cash (such invitation, the Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 25
January 2018 (the Tender Offer Memorandum) prepared by the Offeror
in connection with the Offer, and is subject to the offer and
distribution restrictions set out below and as more fully described
in the Tender Offer Memorandum. Bondholders are advised to read
carefully the Tender Offer Memorandum for full details of, and
information on the procedures for participating in, the Offer.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Receiving Agent,
contact details for which are set out below. Capitalised terms used
but not otherwise defined in this announcement shall have the
meaning given to them in the Tender Offer Memorandum.
A summary of certain terms of the Offer along with hypothetical
pricing appears below:
Hypothetical Amount
Purchase subject
Outstanding Price** to
Description nominal Benchmark Purchase the
of Bonds ISIN amount Security* Spread* Offer
--------------- ------------- --------------- --------------- --------- -------------- ---------
GBP150,000,000 GB0004841101 GBP142,860,000 6 per 68 bps GBP1,341.36 Any and
5.625 cent. per GBP1,000 all
per cent. UK Treasury in nominal
First Gilt amount
Mortgage due 7 of the
Debenture December Bonds
Stock 2028
due 2029 (ISIN:
GB0002404191)
* The Purchase Price that the Offeror will pay for any Bonds
validly tendered and accepted for purchase pursuant to the Offer
will be determined in the manner described in the Tender Offer
Memorandum on the basis of the Purchase Spread (as set out in the
table above), the Benchmark Security Rate and the Early Settlement
Date (each as defined below).
** For illustrative purposes only, a hypothetical Purchase Price
is set out in the table above which has been calculated on the
basis of a hypothetical Benchmark Security Rate of 1.440 per cent.
and the Purchase Spread, and assuming an Early Settlement Date of
12 February 2018. By way of reference, as at 10.00 a.m. (London
time) on 24 January 2018, the Benchmark Security Rate was 1.440 per
cent. The official quotation for the Bonds on 24 January 2018
(which is the latest practicable date for which the information was
available prior to the date of this announcement) was GBP1,242.40 -
GBP1,242.60 per GBP1,000 in nominal amount of the Bonds (Source:
the Daily Official List of the London Stock Exchange). For
illustrative purposes only, the Annex to the Tender Offer
Memorandum sets out further hypothetical Purchase Prices for
different Benchmark Security Rates on the basis of the expected
Early Settlement Date. Bondholders should note that the actual
Purchase Price determined in the manner described in the Tender
Offer Memorandum could differ significantly from the hypothetical
Purchase Price set out in the table above and in the Tender Offer
Memorandum.
Rationale for the Offer
The purpose of the Offer is to proactively manage the Offeror's
capital structure and reduce interest expense. Any Bonds accepted
for repurchase will be cancelled and not re-issued or re-sold.
Purchase Price and Accrued Interest
The Offeror will pay for any Bonds validly tendered (whether (a)
by the Non-Retail Tender Deadline or (b) after the Non-Retail
Tender Deadline but by the Expiration Deadline) and accepted for
purchase by the Offeror pursuant to the Offer a cash purchase price
for such Bonds (the Purchase Price) to be determined at or around
10.00 a.m. (London time) on 2 February 2018 (the Pricing Time) in
the manner described in the Tender Offer Memorandum by reference to
the sum (such sum, the Purchase Yield) of (i) a purchase spread of
68 basis points (the Purchase Spread) and (ii) the Benchmark
Security Rate.
The Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
Bonds accepted for purchase pursuant to the Offer (rounded to the
nearest 0.001, with 0.0005 rounded upwards), and is intended to
reflect a yield to maturity of the Bonds on the Early 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 their scheduled maturity
date, discounted to the Early Settlement Date at a discount rate
equal to the Purchase Yield, minus (b) any Accrued Interest.
The Offeror will announce the Purchase Price as soon as
reasonably practicable after the Pricing Time.
For the avoidance of doubt, if the Offeror decides it will
accept any Bonds validly tendered for purchase pursuant to the
Offer, Bondholders who (i) are Retail Investors (as defined in
"Tender Instructions" below) and (ii) validly tendered their Bonds
after the Non-Retail Tender Deadline but by the Expiration Deadline
will receive the same Purchase Price as any Bondholders (whether or
not they are Retail Investors) who validly tendered their Bonds by
the Non-Retail Tender Deadline notwithstanding the later Settlement
Date.
The Offeror will also pay interest accrued and unpaid on any
Bonds accepted for purchase pursuant to the Offer from (and
including) the immediately preceding interest payment date for such
Bonds to (but excluding) the applicable Settlement Date (Accrued
Interest).
Acceptance and no scaling of tenders
If the Offeror decides to accept valid tenders of Bonds pursuant
to the Offer, the Offeror will accept for purchase all of the Bonds
that are validly tendered in full, with no pro rata scaling.
Tender Instructions
Different procedures apply for the submission of Tender
Instructions in respect of (a) Bonds held in CREST and (b) Bonds
held in certificated form. See the Tender Offer Memorandum for
further details.
In order to participate in and be eligible to receive the
Purchase Price and the relevant Accrued Interest Payment pursuant
to the Offer, a Bondholder must validly tender its Bonds by:
(a) where such Bonds are held in CREST, sending (or, in the case
of CREST sponsored members, procuring that their CREST sponsor
sends) a TTE Instruction in the applicable form to EUI, as further
described in the Tender Offer Memorandum; or
(b) where such Bonds are not held in CREST, completing and
delivering, or arranging to have delivered on their behalf (i) a
valid, completed Non-CREST Tender Instruction (in the form posted
to registered holders of certificated Bonds and available from the
Receiving Agent on request) and (ii) the certificate(s)
representing the Bonds which are the subject of such Non-CREST
Tender Instruction,
in each case, which is received by the Receiving Agent by (i)
where such Bondholder is not a Retail Investor, 5.00 p.m. (London
time) on 1 February 2018 (the Non-Retail Tender Deadline) or (ii)
where such Bondholder is a Retail Investor, 5.00 p.m. (London time)
on 15 February 2018 (the Expiration Deadline).
A Retail Investor is a Bondholder (a) who holds less than
GBP100,000 in aggregate nominal amount of the Bonds, (b) whose
ordinary activities do not involve that person buying, selling,
subscribing for or underwriting instruments such as the Bonds for
the purposes of a business carried on by that person and (c) who it
is reasonable to expect will not carry on the activities described
in (b) above for the purposes of a business carried on by that
person.
Any Bondholder who is not a Retail Investor and wishes to
participate in the Offer must submit a valid Tender Instruction
that is received by the Receiving Agent by the Non-Retail Tender
Deadline. Any Tender Instruction received by the Receiving Agent
after the Non-Retail Tender Deadline but by the Expiration Deadline
which does not confirm that the relevant Bondholder is a Retail
Investor (which, in the case of a TTE Instruction, requires such
TTE Instruction to be submitted in the applicable form) may be
rejected.
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 GBP1, being the minimum
denomination of the Bonds, and may be submitted in integral
multiples of such amount.
Indicative Timetable for the Offer
Events Times and Dates
Commencement of the Offer Thursday, 25 January 2018
Non-Retail Tender Deadline 5.00 p.m. (London time) on
Deadline for receipt of valid Tender Instructions (and, Thursday, 1 February 2018
in the case of Bonds not held in CREST,
the relevant Bond certificate(s)) by the Receiving Agent
from Bondholders who are not Retail
Investors in order for such Bondholders to be able to
participate in the Offer.
Pricing Time At or around 10.00 a.m. (London time) on Friday, 2
February 2018
Announcement of Acceptance and Early Results As soon as reasonably practicable after the Pricing Time
Announcement as to whether or not the Offeror will accept (expected to be on Friday, 2 February
valid tenders of Bonds for purchase 2018)
pursuant the Offer and, if so, the Benchmark Security
Rate, the Purchase Yield, the Purchase
Price and the aggregate nominal amount of Bonds validly
tendered by Bondholders (whether or
not they are Retail Investors) by the Non-Retail Tender
Deadline and accepted for purchase
on the Early Settlement Date pursuant to the Offer (if
any).
Early Settlement Date
Expected Settlement Date for any Bonds validly tendered Monday, 12 February 2018
by the Non-Retail Tender Deadline
and accepted for purchase by the Offeror pursuant to the
Offer.
Expiration Deadline 5.00 p.m. (London time) on
Final deadline for receipt of valid Tender Instructions Thursday, 15 February 2018
(and, in the case of Bonds not held
in CREST, the relevant Bond certificate(s)) by the
Receiving Agent from Bondholders who are
Retail Investors in order for such Bondholders to be able
to participate in the Offer.
Announcement of Final Results As soon as reasonably practicable on Friday, 16 February
Announcement of the aggregate nominal amount of Bonds 2018
validly tendered by Bondholders who
are Retail Investors after the Non-Retail Tender Deadline
but by the Expiration Deadline and
accepted for purchase on the Final Settlement Date by the
Offeror pursuant to the Offer (if
any).
Final Settlement Date
Expected Settlement Date for any Bonds validly tendered Thursday, 22 February 2018
after the Non-Retail Tender Deadline
but by the Expiration Deadline and accepted for purchase
by the Offeror pursuant to the Offer.
Unless stated otherwise, announcements in connection with the
Offer will be made by publication through RNS
(http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).
The Offeror may, in its absolute discretion, also give notice by
any other means it considers appropriate, including without
limitation the posting of such announcements to the registered
addresses of Bondholders. Such announcements may also be made on
the relevant International Insider Screen and/or by the issue of a
press release to a Notifying News Service. Copies of all such
announcements and notices can also be obtained from the Receiving
Agent, the contact details for which are below. Significant delays
may be experienced where notices are sent by post and Bondholders
are urged to contact the Receiving Agent for the relevant
announcements during the course of the Offer. In addition,
Bondholders may contact the Dealer Managers for information using
the contact details below.
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 (subject to applicable law and as provided 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 above. The deadlines set by any such
intermediary or CREST for the submission of Tender Instructions may
be earlier than the relevant deadlines specified above. Holders of
Bonds not held in CREST are also advised to ensure that, where any
documents are posted to the Receiving Agent, they allow sufficient
time to ensure receipt of such documents by the Receiving Agent by
the relevant deadline. All documentation sent to or from a
Bondholder is sent at such Bondholder's own risk.
Bondholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for, participating in the Offer.
Banco Santander, S.A. and Lloyds Bank plc are acting as Dealer
Managers for the Offer and Link Asset Services, a trading name of
Link Market Services Limited, is acting as Receiving Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers.
DEALER MANAGERS
Banco Santander, S.A. Lloyds Bank plc
Ciudad Grupo Santander 10 Gresham Street
Edificio Encinar London EC2V 7AE
Avenida de Cantabria s/n United Kingdom
28660 Boadilla del Monte
Madrid
Spain
Telephone: +44 (0) 20 7756 Telephone: +44 20 (0) 7158
6909 / 1721
+44 (0) 20 7756 6646 Email: liability.management@lloydsbanking.com
Email: tommaso.grospietro@santandergcb.com/ Attention:
king.cheung@santandergcb.com Liability Management Team,
Attention: Commercial Banking
Liability Management
Questions and requests for assistance in connection with the
delivery of Tender Instructions may be directed to the Receiving
Agent.
RECEIVING AGENT
Link Asset Services, a trading name of Link Market
Services Limited
Corporate Actions
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
United Kingdom
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 a.m. - 5.30 p.m.,
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.
This announcement is released by Great Portland Estates plc (LEI
number: 213800JMEDD2Q4N1MC42) 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 Desna Martin, Company Secretary for Great Portland Estates
plc.
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 as to any tax
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial 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 for purchase pursuant to the
Offer. The Dealer Managers are acting exclusively for the Offeror
and no one else in connection with the arrangements described in
this announcement and the Tender Offer Memorandum and will not be
responsible to anyone other than the Offeror for providing the
protections afforded to customers of the Dealer Managers or for
advising any other person in connection with the Offer. None of the
Offeror, the Dealer Managers and the Receiving Agent, nor any of
their respective directors, employees or affiliates, makes any
recommendation as to whether Bondholders should tender Bonds for
purchase pursuant to the Offer.
Nothing in this announcement or the Tender Offer Memorandum or
the electronic transmission thereof constitutes an offer to buy or
the solicitation of an offer to sell Bonds (and tenders of Bonds
for purchase pursuant to the Offer will not be accepted from any
Bondholder) in any circumstances in which such offer or
solicitation is unlawful. In any jurisdiction where the securities,
blue sky or other laws require the Offer to be made by a licensed
broker or dealer and either of the Dealer Managers or any of their
respective affiliates is such a licensed broker or dealer in such
jurisdiction, the Offer shall be deemed to be made by such Dealer
Manager or affiliate, as the case may be, on behalf of the Offeror
in such jurisdiction.
OFFER AND DISTRIBUTION 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 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.
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
paragraph, 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
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.
Accordingly, Bondholders 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 Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
16190 of 29 October 2007, 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 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.
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 as a financial promotion is only being made to, and may
only be acted upon by, those persons in the United Kingdom falling
within Article 43 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the Financial
Promotion Order) (which includes an existing creditor of the
Offeror and, therefore, includes the Bondholders) or within the
definition of investment professionals (as defined in Article 19(5)
of the Financial Promotion Order) or any other persons to whom it
may otherwise lawfully be made under the Financial Promotion
Order.
Belgium
None of this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offer have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority (Autoriteit
voor financiële diensten en markten / Autorité des services marchés
financiers) and, accordingly, the Offer may not be made in Belgium
by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids as amended or
replaced from time to time. Accordingly, the Offer may not be
advertised and the Offer will not be extended, and none of this
announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offer (including any memorandum,
information circular, brochure or any similar documents) has been
or shall be distributed or made available, directly or indirectly,
to any person in Belgium other than "qualified investors" in the
sense of Article 10 of the Belgian Law of 16 June 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own
account. Insofar as Belgium is concerned, this announcement and the
Tender Offer Memorandum have been issued only for the personal use
of the above qualified investors and exclusively for the purpose of
the Offer. Accordingly, the information contained in this
announcement and the Tender Offer Memorandum may not be used for
any other purpose or disclosed to any other person in Belgium.
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 nor 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. This
announcement, the Tender Offer Memorandum and any other document or
material relating to the Offer have not been and will not be
submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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