TIDMLAND
RNS Number : 0688B
Land Securities Group PLC
30 March 2017
LAND SECURITIES GROUP PLC
("LAND SECURITIES")
LAND SECURITIES ANNOUNCES TER OFFER
TO PURCHASE BONDS FOR CASH
Land Securities confirms that its wholly owned subsidiary, QAM
Funding Limited Partnership (QAM), has today launched an invitation
to holders of the Sceptre Funding No.1 PLC bonds secured against
the rental income from Queen Anne's Gate, SW1, to tender their
notes for cash. The bonds pay a coupon of 5.253% and have a final
maturity date of February 2027. There are currently GBP273,177,575
of notes outstanding. The transaction is expected to be funded
through existing financial resources.
This transaction is a continuation of Land Securities'
disciplined approach to balance sheet management.
A further release will be issued on 21 April 2017 confirming the
results of the tender offer.
The following release was issued to the Irish Stock Exchange
this afternoon:
"QAM FUNDING LIMITED PARTNERSHIP ANNOUNCES TER OFFER TO PURCHASE
BONDS FOR CASH AND CONSENT SOLICITATION IN RESPECT OF THE BONDS
QAM Funding Limited Partnership (QAM) has today launched an
invitation to the holders (the Bondholders) of Sceptre Funding No.1
PLC's (the Issuer) presently outstanding GBP273,177,575 5.253 per
cent. Bonds due 2027 (ISIN: XS0441698866) (the Bonds) to tender
their Bonds for purchase by QAM for cash (the Tender Offer) and the
Issuer has launched an invitation to the Bondholders to consent to
certain modifications to the optional redemption provisions
relating to the Bonds contained within the Trust Deed (as defined
in the Offer Memorandum) as proposed by the Issuer (the Proposal)
for approval by Extraordinary Resolution at a meeting of
Bondholders (the Meeting) (such invitation, the Consent
Solicitation). The Tender Offer and the Consent Solicitation are
subject to the conditions set out in the in the consent
solicitation and tender offer memorandum dated 30 March 2017 (the
Offer Memorandum), including the offer and distribution
restrictions set out below and as more fully described in the Offer
Memorandum.
Copies of the Offer Memorandum are (subject to offer
restrictions) available from the Tender and Tabulation Agent as set
out below. Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Offer Memorandum.
Summary of the Tender Offer
Description of the ISIN / Common Code Benchmark Late Spread Earlybird Spread Amount subject to
Bonds the Tender Offer
-------------------- -------------------- ------------------- ------------ ----------------- --------------------
GBP273,177,5755.253 XS0441698866 / UKT 1.750 per 50 bps 47 bps Any and all
per cent. Bonds due 0441698866 cent. due
2027 September 2022
Summary of the Consent Solicitation
Minimum notice period to be provided to Bondholders prior Reduction of minimum period from 30 days to 5 days
to the exercise of the Issuer's
optional redemption right
---------------------------------------------------------- ----------------------------------------------------------
Quotation of the yield in respect of the reference United Amendment to the Bloomberg Screen DM02<GO> Page
Kingdom government stock
---------------------------------------------------------- ----------------------------------------------------------
Clarification concerning the price payable in respect of Amendment to the definition of "Redemption Rate" to
the exercise of the Issuer's optional clarify that the redemption price is "modified
redemption right spens"
---------------------------------------------------------- ----------------------------------------------------------
Confirmation of benchmark Confirmation that the relevant treasury stock is UKT
1.750 per cent. due September 2022 (ISIN:
GB00B7L9SL19)
---------------------------------------------------------- ----------------------------------------------------------
The Tender Offer will expire at 10 a.m. (London time) on 19
April 2017 (the Final Deadline) unless extended, amended or
terminated early by QAM. Bondholders that wish to participate in
the Tender Offer and to be eligible to receive the Earlybird
Purchase Price must make the necessary arrangements for the
delivery to the Tender and Tabulation Agent by 4.00 p.m. (London
time) on 13 April 2017 (the Early Deadline) of a valid Tender
Instruction in respect of the Tender Offer. Bondholders that
deliver valid Tender Instructions to the Tender and Tabulation
Agent after the Early Deadline but on or before the Final Deadline
will be eligible for the Late Purchase Price.
QAM is not under any obligation to accept for purchase any Bonds
tendered pursuant to the Tender Offer. The acceptance for purchase
by QAM of Bonds tendered pursuant to the Tender Offer is at the
sole discretion of QAM and tenders may be rejected by QAM for any
reason.
Whether QAM will purchase any Bonds validly tendered in the
Tender Offer is subject, without limitation, to the Extraordinary
Resolution being passed and conditions to the implementation of the
Extraordinary Resolution being satisfied (the Extraordinary
Resolution Condition). The Extraordinary Resolution Condition may
be waived by QAM in its sole discretion.
Rationale for the Tender Offer and the Proposal
The purpose of the Tender Offer and the Proposal is to:
a) provide liquidity to Bondholders and proactively manage the
Land Securities Group's balance sheet; and
b) clarify the redemption rate in respect of the Issuer optional
redemption provision relating to the Bonds and make certain
additional and consequential amendments to this provision.
Details of the Tender Offer
On the Settlement Date, QAM will pay for Bonds accepted by it
for purchase pursuant to the Tender Offer a price to be determined
at the Pricing Time on the Pricing Date in the manner described in
the Offer Memorandum by reference to:
(a) in respect of Bonds tendered for purchase pursuant to Tender
Instructions delivered on or prior to the Early Deadline, the sum
(such sum, the Earlybird Purchase Yield) calculated as the sum of a
purchase spread of 47 basis points (the Earlybird Spread) and the
Benchmark Security Rate; and
(b) in respect of the Bonds tendered for purchase pursuant to
Tender Instructions delivered after the Early Deadline, the sum
(such sum, the Late Purchase Yield and, together with the Earlybird
Purchase Yield, the Purchase Yields and each a Purchase Yield)
calculated as the sum of a purchase spread of 50 basis points (the
Late Spread and, together with the Earlybird Spread, the Spreads,
and each a Spread) and the Benchmark Security Rate.
Each Purchase Price will be determined by QAM, after
consultation with the Dealer Manager, in accordance with market
convention and expressed as a percentage of the principal amount of
the Bonds (and rounded to the nearest 0.001 per cent. with 0.0005
per cent. being rounded upwards), and is intended to reflect a
yield to maturity of the Bonds on the Settlement Date based on the
relevant Purchase Yield.
Specifically, each Purchase Price applicable to the Bonds will
equal (a) the value of all remaining payments of principal and
interest on the Bonds up to and including the Final Maturity Date,
discounted to the Settlement Date at a discount rate equal to the
relevant Purchase Yield, minus (b) Accrued Interest in respect of
the Bonds.
QAM will also pay, on the Settlement Date, an Accrued Interest
Payment in respect of Bonds accepted for purchase pursuant to the
Tender Offer.
Tender Instructions
In order to participate in the Tender Offer, and be eligible to
receive the applicable Purchase Price and the Accrued Interest
Payment pursuant to the Tender 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 and Tabulation Agent by the relevant deadline.
Bondholders who submit a Tender Instruction will be voting in
favour of the Extraordinary Resolution. It will not be possible to
submit a valid Tender Instruction without instructing the Principal
Paying Agent to appoint the Tender Agent as its proxy to attend the
Meeting and vote in the favour of the Extraordinary Resolution.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Offer Memorandum.
Bondholders are advised to check with any bank, securities
broker or other intermediary through which they hold their Bonds
when such intermediary would need to receive instructions from a
Bondholder in order for such Bondholder to participate in, or (in
the limited circumstances in which revocation is permitted) to
validly revoke their instruction to participate in, the Tender
Offer, the Consent Solicitation and/or the Proposal before the
deadlines specified in the Offer Memorandum. The deadlines set by
any such intermediary and each Clearing System for the submission
of Tender Instructions or Solicitation Instructions will be earlier
than the relevant deadlines specified in the Offer Memorandum.
Summary of the Consent Solicitation and the Proposal
The Consent Solicitation commences on the date of the Offer
Memorandum and expires at 10 a.m. (London time) on 19 April 2017
(the Final Deadline). Bondholders that wish to participate in the
Consent Solicitation and to be eligible to receive the Earlybird
Voting Fee must make the necessary arrangements for the delivery to
the Tender and Tabulation Agent by the Early Deadline of a valid
Solicitation Instruction in respect of the Extraordinary Resolution
(whether voting for or against the Extraordinary Resolution).
The purpose of the Consent Solicitation and the Proposal is to
modify certain provisions of the Trust Deed constituting the Bonds
concerning the Issuer's optional redemption right in order to (i)
reduce the minimum notice period to be provided to Bondholders
prior to the exercise of the Issuer's optional redemption right
from 30 days to 5 days, (ii) provide that a specific screen page
will be used to determine the yield in respect of the relevant
reference United Kingdom government stock instead of a quotation
from three market makers, (iii) provide for UKT 1.750 per cent. due
September 2022 (ISIN: GB00B7L9SL19) to be used as the benchmark
gilt instead of being chosen by three market makers and (iv)
clarify the price payable to Bondholders in respect of the exercise
of the Issuer's optional redemption right.
The Issuer will pay to the Bondholders (whether Eligible
Bondholders or Ineligible Bondholders) that validly deliver
Solicitation Instructions to the Tender and Tabulation Agent in
respect of the Extraordinary Resolution (whether voting for or
against the Extraordinary Resolution) by the Early Deadline, a
price equal to the difference between the Earlybird Purchase Price
and the Late Purchase Price multiplied by the principal amount of
Bonds that are subject to such Solicitation Instructions (rounded
to the nearest 0.001 per cent. with 0.0005 per cent. being rounded
upwards) (the Earlybird Voting Fee). Bondholders who have already
submitted Tender Instructions prior to the Early Deadline will be
eligible to receive the Early Purchase Price, which includes an
amount equivalent to the Earlybird Voting Fee. Bondholders may not
submit Tender Instructions and Solicitation Instructions in respect
of the same Bonds.
Recommendation of the Proposal by the Investment Association
The Proposal has been considered by a Special Committee of the
Investment Association (the IA Special Committee) at the request of
the Issuer. The members of the IA Special Committee, who hold in
aggregate approximately 50.81 per cent of the aggregate Principal
Amount Outstanding of the Bonds, have examined the Proposal. They
have informed the Issuer that they find the Proposal acceptable;
that, subject to client and other approvals, they intend to vote in
favour of the Proposal in respect of their holdings of Bonds.
The IA Special Committee has advised the Issuer that this
recommendation relates only to the proposals set out in the Offer
Memorandum with respect to the Bonds and not to any future offers
or proposals which the Issuer may make.
Expected Timetable of Events
The following table sets out the expected dates and times of the
key events relating to the Tender Offer and Consent Solicitation.
This is an indicative timetable and is subject to change. All times
are London time.
Launch of Tender Offer, Consent Solicitation and Proposal
Announcement of the Tender Offer, Consent Solicitation 30 March 2017.
and Proposal.
Early Deadline
Deadline for receipt by the Tender and Tabulation Agent 4.00 p.m. (London time) on 13 April 2017.
of (i) valid Tender Instructions in
respect of the Tender Offer for Bondholders to be
eligible for the Earlybird Purchase Price
or (ii) valid Solicitation Instructions in respect of the
Extraordinary Resolution for Bondholders
to be eligible for the Earlybird Voting Fee.
Final Deadline
Deadline for (i) submitting any Tender Instructions or 10.00 a.m. (London time) on 19 April 2017.
Solicitation Instructions and (ii)
making any other arrangements to attend or be represented
or to vote on the Extraordinary
Resolution at the Meeting.
Meeting
Meeting to be held at the offices of Allen & Overy LLP, 10.00 a.m. (London time) on 21 April 2017.
One Bishops Square, London E1 6AD,
United Kingdom.
Announcement of results of Meeting
Announcement of the results of the Meeting. As soon as reasonably practicable after the Meeting.
Execution of Second Supplemental Trust Deed
If the Extraordinary Resolution is passed at the Meeting As soon as reasonably practicable after the Meeting.
and is unconditional, execution of
the Second Supplemental Trust Deed.
Upon execution of the Second Supplemental Trust Deed, the
modifications to the Trust Deed
described in the Offer Memorandum will become effective.
Pricing Time
Expected determination of each Purchase Yield and each At or around 1 p.m. (London time) on 21 April 2017
Purchase Price.
Announcement of results of Tender Offer and Acceptances
Announcement of whether QAM will accept valid tenders of As soon as reasonably practicable after the Pricing Time.
Bonds pursuant to the Tender Offer
and, if so accepted, (i) the aggregate principal amount
of Bonds accepted for purchase, (ii)
the Purchase Yields; (iii) each Spread, (iv) each
Purchase Price, (v) the Accrued Interest
and (vi) the Settlement Date.
Settlement
Expected Settlement Date. 25 April 2017
The above times and dates are subject to the right of QAM to
extend, re-open, amend, waive any condition of and/or terminate the
Tender Offer (subject to applicable law and as provided in the
Offer Memorandum). Bondholders are advised to check with any bank,
securities broker or other intermediary through which they hold
their Bonds whether such intermediary would require receipt of
instructions to participate in the Tender Offer before the
deadlines specified above.
Bondholders are advised to read carefully the Offer Memorandum
for full details of, and information on the procedures for
participating in, the Tender Offer, the Consent Solicitation and/or
the Proposal.
Questions and requests for assistance in connection with (i) the
Tender Offer, may be directed to the Dealer Manager, and (ii) the
delivery of Tender Instructions, may be directed to the Tender and
Tabulation Agent, the contact details for both of which are set out
below.
This announcement is released by QAM Funding Limited Partnership
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 Tender Offer, the Consent Solicitation and/or the
Proposal described above. For the purposes of MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by James Gillard, a Director of QAM (GP)
Limited, the general partner of the Partnership.
HSBC Bank plc (Telephone: +44 (0) 20 7992 6237; Attention:
Liability Management Group; Email: LM_EMEA@hsbc.com) is acting as
Dealer Manager and Deutsche Bank AG, London Branch (Telephone: +44
20 7547 5000; Attention: Corporate Trust, Debt & Agency
Services; Email: xchange.offer@db.com) is acting as Tender and
Tabulation Agent.
DISCLAIMER This announcement must be read in conjunction with
the Offer Memorandum. This announcement and the Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Tender Offer. If any
Bondholder is in any doubt as to the contents of the Offer
Memorandum or the action it should take, it is recommended to seek
its own financial 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 Issuer whose Bonds are held on its behalf by a
broker, dealer, bank, custodian, trust Issuer or other nominee must
contact such entity if it wishes to tender such Bonds pursuant to
the Tender Offer. The Dealer Manager will not be responsible to any
Bondholders for providing the protections afforded to customers of
the Dealer Manager or for advising any other person in connection
with the Tender Offer. None of the QAM, the Issuer, the Dealer
Manager or the Tender Agent makes any recommendation whether
Bondholder should tender Bonds pursuant to the Tender Offer. None
of the Dealer Manager, the Tender Agent or any of their respective
directors, employees or affiliates makes any representation or
recommendation whatsoever regarding this announcement, the Offer
Memorandum or the Tender Offer, or takes any responsibility for the
contents of this announcement or the Offer Memorandum.
Offer and Distribution Restrictions
The distribution of this announcement and the Offer Memorandum
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement and/or the Offer Memorandum
comes are required by each of QAM, the Dealer Manager and the
Tender and Tabulation Agent to inform themselves about, and to
observe, any such restrictions. Nothing in this announcement or the
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 in the Tender 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 a Tender Offer to be
made by a licensed broker or dealer and the Dealer Manager or any
of their respective affiliates is such a licensed broker or dealer
in any such jurisdiction, such Tender Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be,
on behalf of QAM in such jurisdiction.
United States
The Tender Offer is not being made, and will not be made,
directly or indirectly in or into, or by use of the mail 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 or to any U.S. Person (as defined in Regulation S of
the United States Securities Act of 1933, as amended (each a U.S.
Person)). 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 Tender 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 Offer Memorandum and any other
documents or materials relating to the Tender 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 an 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, by any person acting for or on the
account or benefit of any U.S. Person, 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 holder of Bonds participating in the Tender Offer will
represent that it is not located in the United States and is not
participating in an 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 an
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.
United Kingdom
The communication of this announcement, Offer Memorandum and any
other documents or materials relating to the Tender 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 those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the Financial Promotion
Order)) or persons who are within Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
Belgium
Neither this announcement, the Offer Memorandum nor any other
documents or materials relating to the Tender Offer have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority and,
accordingly, the Tender Offer may not be made in Belgium by way of
a public offering, as defined in Article 3 of the Belgian Law of 1
April 2007 on public takeover bids, as amended or replaced from
time to time. Accordingly, the Tender Offer may not be advertised
and the Tender Offer will not be extended, and neither this
announcement, the Offer Memorandum nor any other documents or
materials relating to the Tender Offer (including any memorandum,
information circular, brochure or any similar documents) have been
or shall be distributed or made available, directly or indirectly,
to any person in Belgium other than "qualified investors" within
the meaning of Article 10 of the Belgian Law of 16 June 2006 on
public offerings of investment instruments and the admission of
investment instruments to trading on regulated markets (as amended
from time to time).
France
The Tender Offer is not being made, directly or indirectly, to
the public in the Republic of France (France). Neither this
announcement, the Offer Memorandum nor any other documents or
materials relating to the Tender Offer have 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, in each case acting on their own account and 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 Tender Offer. Neither this announcement, the
Offer Memorandum nor any other document or material relating to the
Tender Offer has been or will be submitted for clearance to or
approved by the Autorité des marchés financiers.
Italy
None of the Tender Offer, this announcement, the Offer
Memorandum or any other document or materials relating to the
Tender 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 Tender Offer
is being carried out in Italy as exempted offers 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 pursuant to the Tender Offer through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in the Republic of 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 Tender Offer.
Ireland
The Tender Offer is not being made, directly or indirectly, to
the public in Ireland and no offers or sales of any notes or
securities under or in connection with the Tender Offer may be
effected and the Offer Memorandum may not be distributed in Ireland
except in conformity with the provisions of Irish law including (i)
the Companies Act 2014, (ii) the Prospectus (Directive 2003/71/EC)
Regulations 2005 (as amended) and any rules issued under Section
1363 of the Companies Act 2014 by the Central Bank of Ireland,
(iii) the European Communities (Markets in Financial Instruments)
Regulations 2007 (Nos 1 to 3) (as amended) including, without
limitation, Regulations 7 and 152 thereof or any codes of conduct
issued in connection therewith, and the provisions of the Investor
Compensation Act 1998 (as amended), (iv) the Market Abuse
(Directive 2003/6/EC) Regulations 2005 (as amended) and any rules
issued under Section 1370 of the Companies Act 2014, and (v) the
Central Bank Acts 1942 to 2015 and any codes of conduct rules made
under Section 117(1) of the Central Bank Act 1989 (as
amended)."
- Ends -
Land Securities Group PLC
Investors
Edward Thacker
T: +44 (0)20 7024 5185
edward.thacker@landsecurities.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENZBLFXDXFZBBV
(END) Dow Jones Newswires
March 30, 2017 10:50 ET (14:50 GMT)
Land Securities (LSE:LAND)
Historical Stock Chart
From Apr 2024 to May 2024
Land Securities (LSE:LAND)
Historical Stock Chart
From May 2023 to May 2024