TIDMLBS
RNS Number : 3857O
Leeds Building Society
02 October 2023
Leeds Building Society announces Tender Offer for its
GBP200,000,000 Callable Fixed Rate Reset Subordinated Notes due
April 2029
NOT FOR RELEASE, PUBLICATION OR 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 (the United States ) OR IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM 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 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).
2 October 2023. Leeds Building Society (the Offeror ) announces
today its invitation to holders of its outstanding GBP200,000,000
Callable Fixed Rate Reset Subordinated Notes due April 2029 (ISIN:
XS1812121876) (the Notes ) to tender any and all of their Notes for
purchase by the Offeror for cash (the Offer ). The Offer is being
made on the terms and subject to the conditions contained in the
tender offer memorandum dated 2 October 2023 (the Tender Offer
Memorandum ) prepared by the Offeror for the Offer, and is subject
to the offer restrictions set out below and as more fully described
in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender Agent 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 of the Offer
ISIN Amount
Description / Outstanding First Purchase subject
of the Common Nominal Call Benchmark Purchase Yield Purchase to
Notes Code Amount Date Security Spread Price Offer
--------------- ------------- --------------- ------ --------------------- --------- ------------ ----------- --------
GBP200,000,000 XS1812121876 GBP200,000,000 25 0.125 per 220 Sum of To be Any
Callable / 181212187 April cent. UK bps the determined and
Fixed 2028 Treasury Purchase as set out all
Rate Reset Gilt due Spread in the
Subordinated January 2028 and Tender
Notes (ISIN: GB00BMBL1G81) Benchmark Offer
due Security Memorandum
April Rate (as
2029 defined
in the
Tender
Offer
Memorandum)
Rationale for the Offer
The Offeror continues to seek to optimise its capital base to
support its strategy. A reduction of the Notes outstanding would
support the Offeror in delivering its strategy on an optimal
basis.
Following consummation of the Offer, any Notes that are
purchased in the Offer will be retired and cancelled and no longer
remain outstanding. The Offeror expects to pay for any Notes that
it purchases in the Offer with cash on hand. The Offer is not
conditioned on the Offeror obtaining any financing .
Purchase Price and Accrued Interest
The Offeror will, on the Settlement Date, pay for any Notes
validly tendered and accepted by it for purchase pursuant to the
Offer a purchase price (the Purchase Price ) to be determined at or
around 11.00 a.m. (London Time) on 10 October 2023 (such time and
date, the Price Determination Time ) in the manner described in the
Tender Offer Memorandum by reference to the sum (such sum, the
Purchase Yield ) of (i) the purchase spread of 220 bps (the
Purchase Spread ) and (ii) the Benchmark Security Rate.
The Purchase Price will be determined by the Offeror and the
Dealer Managers in accordance with market convention and expressed
as a percentage of the nominal amount of the Notes accepted for
purchase pursuant to the Offer (rounded to the nearest 0.001 per
cent., with 0.0005 being rounded upwards), and is intended to
reflect a yield to the first call date of the Notes (being 25 April
2028) on the Settlement Date equal to the Purchase Yield.
Specifically, the Purchase Price for the Notes will equal (a) the
value of all remaining payments of principal and interest on the
Notes up to and including 25 April 2028 (assuming all outstanding
Notes were redeemed at their nominal amount on such date),
discounted to the Settlement Date at a discount rate equal to the
Purchase Yield, minus (b) Accrued Interest.
The determination of the Purchase Price by the Offeror and the
Dealer Managers will, in the absence of manifest error, be final
and binding on all parties.
The Offeror will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offer.
Any and All Offer
If the Offeror decides to accept valid tenders of any Notes for
purchase pursuant to the Offer, it will accept for purchase all
Notes that are validly tendered in full, with no pro rata scaling
.
General
The Offer begins on 2 October 2023 (the Launch Date ) and will
expire at 4.00 p.m. (London Time) on 9 October 2023 (the Expiration
Deadline ), unless extended, re-opened or terminated as provided in
the Tender Offer Memorandum.
In order to be eligible to receive the Purchase Price,
Noteholders must validly tender their Notes by the Expiration
Deadline, by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the Tender
Agent by the Expiration Deadline. The relevant deadline set by any
intermediary or Clearing System will be earlier than this
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 an aggregate nominal
amount of at least the minimum denomination in respect of the Notes
(being GBP100,000), and may be submitted in integral multiples of
GBP1,000 thereafter.
Indicative Timetable for the Offer
Events Times and Dates
(all times are London
Time)
Launch Date 2 October 2023
Offer announced and Tender Offer Memorandum
available from the Tender Agent via
the website https://deals.is.kroll.com/leedsbuildingsociety
Notice of the Offer published via RNS
Expiration Deadline 4.00 p.m. on 9 October
Deadline for receipt by the Tender Agent 2023
of all Tender Instructions.
Price Determination Time At or around 11.00 a.m.
Determination of the Benchmark Security on 10 October 2023
Rate, Purchase Yield and Purchase Price.
Announcement of Results and Pricing As soon as reasonably
Announcement by the Offeror of whether practicable after the
it accepts for purchase Notes validly Price Determination Time
tendered in the Offer and, if so accepted, on 10 October 2023
the aggregate nominal amount of Notes
to be purchased pursuant to the Offer,
the Benchmark Security Rate, the Purchase
Yield and the Purchase Price.
Settlement Date Expected to be on 12 October
Payment of the Purchase Price and the 2023
Accrued Interest Payment in respect
of the Notes accepted for purchase.
Subject to applicable law and as provided in the Tender Offer
Memorandum, the Offeror may, in its sole and absolute discretion,
extend, re-open, amend, waive any condition of or terminate the
Offer at any time and the above times and dates are subject to the
right of the Offeror to so extend, re-open, amend and/or terminate
the Offer.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer
before the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified
above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made by the Offeror by (i) publication through RNS
and (ii) delivery of notices to the Clearing Systems for
communication to Direct Participants. Such announcements may also
be made on (a) the relevant Reuters Insider Screen and/or (b) 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 set out below. Significant delays may be experienced
in respect of notices delivered to the Clearing Systems and
Noteholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offer.
Further Information
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offer.
Requests for information in relation to the Offer should be
directed to:
THE DEALER MANAGERS
NatWest Markets Plc Nomura International plc
250 Bishopsgate 1 Angel Lane
London EC2M 4AA London EC4R 3AB
United Kingdom United Kingdom
Telephone: +44 20 7678 5222 Telephone: +44 20 7103 2410 / +44
Attention: Liability Management 20 7103 2454
Email: nwmliabilitymanagement@natwestmarkets.com Attention: Liability Management
Group
Email: liability.management@nomura.com
Requests for information in relation to the procedures for
tendering Notes in, and for any documents or materials relating to,
the Offer should be directed to:
THE TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Jacek Kusion
Email: leedsbuildingsociety@is.kroll.com
Website: https://deals.is.kroll.com/leedsbuildingsociety
This announcement is made by Leeds Building Society 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 as it forms part of UK domestic law by
virtue of the EUWA ( UK MAR ), encompassing information relating to
the Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by Paul
Riley, Director of Treasury at the Offeror.
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. Any Noteholder who
is in any doubt as to the action it should take is recommended to
seek its own financial, regulatory and legal advice, including in
respect of any tax consequences, immediately from its broker, bank
manager, solicitor, accountant or other independent financial, tax
or legal adviser. Any individual or company whose Notes 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
Notes in the Offer. None of the Offeror, the Dealer Managers or the
Tender Agent or any of their respective directors, employees,
officers, agents or affiliates expresses any opinion about the
merits of the Offer or makes any recommendation whether Noteholders
should tender Notes in the Offer and no one has been authorised by
the Offeror, the Dealer Managers or the Tender Agent to make any
such recommendation.
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 come(s) are required by each of the Offeror, the
Dealer Managers and the Tender Agent to inform themselves about and
to observe any such restrictions. Neither this announcement nor the
Tender Offer Memorandum constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes in the
Offer will not be accepted from Noteholders) 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 either
Dealer Manager or any of its affiliates is such a licensed broker
or dealer in any such jurisdiction, the Offer shall be deemed to be
made on behalf of the Offeror by such Dealer Manager or such
affiliate (as the case may be) in such jurisdiction.
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 Notes 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 persons located or resident in the United
States. Any purported tender of Notes in the Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes 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 holder of Notes 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 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. This announcement and the Tender Offer
Memorandum have been issued by Leeds Building Society of Sovereign
House, 26 Sovereign Street, Leeds, West Yorkshire LS1 4BJ, United
Kingdom which is authorised by the Prudential Regulation Authority
(the PRA) of 20 Moorgate, London EC2R 6DA, United Kingdom and
regulated by the Financial Conduct Authority (the FCA) of 12
Endeavour Square, London E20 1JN, United Kingdom and the PRA. This
announcement and the Tender Offer Memorandum are only addressed to
Noteholders where they would (if they were clients of the Offeror)
be per se professional clients or per se eligible counterparties of
the Offeror within the meaning of the FCA rules. Neither this
announcement nor the Tender Offer Memorandum is addressed to or
directed at any persons who would be retail clients within the
meaning of the FCA rules and any such persons should not act or
rely on it. Recipients of this announcement and/or the Tender Offer
Memorandum should note that the Offeror is acting on its own
account in relation to the Offer and will not be responsible to any
other person for providing the protections which would be afforded
to clients of the Offeror or for providing advice in relation to
the Offer.
In addition, this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offer 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 (as amended, the Financial Promotion Order)) or within Article
43 of the Financial Promotion Order, or to any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order.
Italy. None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been 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,
Noteholders or beneficial owners of the Notes that are located in
Italy can tender Notes for purchase in the 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. 20307 of 15 February 2018, as amended, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with any other applicable laws and regulations and with
any
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 Notes or the Offer.
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 or any other document or
material relating to the Offer have only been and shall only be
distributed in France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129, as amended. Neither this
announcement nor the Tender Offer Memorandum have been or will be
submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENMTBBTMTBMBTJ
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