Great Portland Estates PLC Debenture Tender Offer Final Results (1267F)
16 February 2018 - 8:43PM
UK Regulatory
TIDMGPOR
RNS Number : 1267F
Great Portland Estates PLC
16 February 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.
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.
16 February 2018. Great Portland Estates plc (the Offeror)
announces today the final results of its invitation (such
invitation, the Offer) to holders of its outstanding GBP150,000,000
5.625 per cent. First Mortgage Debenture Stock due 2029(*) (ISIN:
GB0004841101) (of which GBP142,860,000 in nominal amount was
outstanding as at the commencement of the Offer) (the Bonds) to
tender their Bonds for purchase by the Offeror for cash.
The Offer was announced on 25 January 2018 and was 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. Capitalised
terms used but not otherwise defined in this announcement shall
have the meaning given to them in the Tender Offer Memorandum.
* 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.
Final Results
The Expiration Deadline for the Offer was 5.00 p.m. (London
time) on 15 February 2018. As at the Expiration Deadline, the
Offeror had received valid tenders of GBP120,967,139 in aggregate
nominal amount of the Bonds (of which GBP120,952,139 in nominal
amount of Bonds was validly tendered by the Non-Retail Tender
Deadline and GBP15,000 in nominal amount of Bonds was validly
tendered after the Non-Retail Tender Deadline but by the Expiration
Deadline) and all such Bonds have been accepted by the Offeror for
purchase pursuant to the Offer at a Purchase Price of 131.884 per
cent. of the nominal amount of the relevant Bonds. The Offeror will
also pay Accrued Interest in respect of such Bonds.
The settlement date for Bonds validly tendered by the Expiration
Deadline and not already purchased on the Early Settlement Date is
expected to be 22 February 2018.
As at the commencement of the Offer, GBP142,860,000 in nominal
amount of the Bonds was outstanding. Following cancellation of the
relevant Bonds accepted for purchase pursuant to the Offer (being
GBP120,952,139 in nominal amount of Bonds purchased by the Offeror
on the Early Settlement Date and GBP15,000 in nominal amount of
Bonds purchased by the Offeror on the Final Settlement Date),
GBP21,892,861 in aggregate nominal amount of the Bonds will remain
outstanding.
Bondholders should note that notwithstanding the expiry of the
Offer, the Offeror and its affiliates may, to the extent permitted
by applicable law, continue to acquire Bonds from time to time,
including through open market purchases, privately negotiated
transactions, tender offers, exchange offers or otherwise, upon
such terms and at such prices as they may determine, which may
differ from the Purchase Price paid pursuant to the Offer and could
be for cash or other consideration or otherwise on terms more or
less favourable than those contemplated in the Offer. The Offeror
may also redeem any outstanding Bonds in accordance with their
terms and conditions. Any Bondholder who is outside the United
States and wishes to be considered for such future acquisition of
Bonds (if any) by the Offeror may, subject to compliance with all
applicable laws, contact the Offeror separately, using the contact
details at the end of this announcement.
Banco Santander, S.A. (Telephone: +44 (0) 20 7756 6909/+44 (0)
20 7756 6646; Attention: Liability Management; Email:
tommaso.grospietro@santandergcb.com/king.cheung@santandergcb.com)
and Lloyds Bank plc (Telephone: +44 (0) 20 7158 1721; Attention:
Liability Management Team, Commercial Banking; Email:
liability.management@lloydsbanking.com) are acting as Dealer
Managers for the Offer and Link Asset Services, a trading name of
Link Market Services Limited (Telephone: +44 (0) 371 664 0321(**) )
is acting as Receiving Agent.
** 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.
Bondholders may also contact Martin Leighton, Director of
Corporate Finance for Great Portland Estates plc (Telephone: +44
(0) 20 7647 3056; Email: martin.leighton@gpe.co.uk) if they have
further queries in relation to the contents of this
announcement.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. No offer or invitation to acquire or
sell 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 or the Tender Offer
Memorandum comes are required by the Offeror, the Dealer Managers
and the Receiving 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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