M&G plc announces Tender
Offers for its £750,000,000 5.625 per cent.
Resettable Dated Tier 2 Notes due 2051, its
£600,000,000
5.560 per cent. Resettable Dated Tier 2 Notes due
2055, its £700,000,000 6.340 per cent.
Resettable Dated Tier 2 Notes due 2063 and its £500,000,000 6.250
per cent. Resettable Dated Tier 2 Notes due 2068
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 ANNOUNCEMENT (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).
10
June 2024. M&G plc (the
Company) announces today
separate invitations to holders of its outstanding: (i)
£750,000,000 5.625 per cent. Resettable Dated Tier 2 Notes due 2051
(ISIN: XS1888920276) (the 2051
Notes); (ii) £600,000,000 5.560 per cent. Resettable Dated
Tier 2 Notes due 2055 (ISIN: XS1243995302) (the 2055 Notes); (iii) £700,000,000 6.340
per cent. Resettable Dated Tier 2 Notes due 2063 (ISIN:
XS1003373047) (the 2063
Notes); and (iv) £500,000,000 6.250 per cent. Resettable
Dated Tier 2 Notes due 2068 (ISIN: XS1888925747) (the 2068 Notes and, together with the 2051
Notes, the 2055 Notes and the 2063 Notes, the Notes and each a Series) to tender their Notes for
purchase by the Company for cash at prices to be determined by
reference to respective purchase spreads determined pursuant to
modified Dutch auctions (each an Offer and together the Offers). The Offers are being made on
the terms and subject to the conditions contained in the Tender
Offer Memorandum dated 10 June 2024 (the Tender Offer Memorandum) prepared by
the Company for the Offers, and are 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 otherwise defined have the meanings given
to them in the Tender Offer Memorandum.
Summary of Certain Key
Terms
Description of the
Notes
|
ISIN /
Common Code
|
Outstanding nominal
amount
|
First Optional Call
Date
|
Coupon to First Optional Call
Date
|
Maturity
Date
|
Benchmark
Security
|
Maximum Purchase
Spread
|
Aggregate Consideration
Amount
|
2051
Notes
|
XS1888920276 / 188892027
|
£750,000,000
|
20
October 2031
|
5.625 per
cent.
|
20
October 2051
|
0.250 per
cent. UK Treasury Gilt due 31 July 2031 (ISIN:
GB00BMGR2809)
|
225
bps
|
Subject
to increase or decrease as set out in the Tender Offer Memorandum,
an aggregate cash amount of up to £150,000,000 (excluding for
payment of Accrued Interest in respect of Notes accepted for
purchase)
|
2055
Notes
|
XS1243995302 / 124399530
|
£600,000,000
|
20 July
2035
|
5.560 per
cent.
|
20 July
2055
|
0.625 per
cent. UK Treasury Gilt due 31 July 2035 (ISIN:
GB00BMGR2916)
|
230
bps
|
2063
Notes
|
XS1003373047 / 100337304
|
£700,000,000
|
19
December 2043
|
6.340 per
cent.
|
19
December 2063
|
4.750 per
cent. UK Treasury Gilt due 22 October 2043 (ISIN:
GB00BPJJKP77)
|
210
bps
|
2068
Notes
|
XS1888925747 / 188892574
|
£500,000,000
|
20
October 2048
|
6.250 per
cent.
|
20
October 2068
|
1.500 per
cent. UK Treasury Gilt due 22 July 2047 (ISIN:
GB00BDCHBW80)
|
210
bps
|
Rationale for the Offers
The Company is making the Offers as
part of its proactive approach to managing its outstanding
capital.
Notes purchased by the Company
pursuant to the relevant Offer(s) will be cancelled and will not be
re-issued or re-sold.
Purchase Prices, Accrued Interest and Modified Dutch Auction
Procedure
Determination of the Purchase Prices
In respect of each Series, the
Company will, on the Settlement Date, pay for Notes of the relevant
Series validly tendered and accepted by it for purchase pursuant to
the relevant Offer, a cash purchase price for such Notes (in
respect of such Series, the Purchase Price) to be determined at or
around 1.00 p.m. (London time) on 17 June 2024 (the Pricing Time) in the manner described
in the Tender Offer Memorandum by reference to the sum (such sum,
in respect of the relevant Series, the Purchase Yield) of:
(a) the relevant
Purchase Spread, as determined pursuant to the modified Dutch
auction procedure described in the Tender Offer Memorandum (the
Modified Dutch Auction
Procedure); and
(b) the relevant
Benchmark Security Rate.
Each Purchase Price will be
determined in accordance with market convention and expressed as a
percentage of the nominal amount of the Notes accepted for purchase
pursuant to the relevant Offer (rounded to the nearest 0.001 per
cent., with 0.0005 per cent. rounded upwards), and is intended to
reflect a yield to the first optional call date of the relevant
Series (as set out in the table above) on the Settlement Date based
on the relevant Purchase Yield. Specifically, the Purchase Price
for each Series will equal (a) the value of all remaining payments
of principal and interest on such Series up to and including the
first optional call date of such Series (assuming the relevant
Series to be redeemed in full, at their nominal amount, on such
first optional call date), discounted to the Settlement Date at a
discount rate equal to the relevant Purchase Yield, minus (b)
Accrued Interest (if any) for such Series.
Accrued Interest
The Company will also pay an Accrued
Interest Payment in respect of Notes accepted for purchase pursuant
to the Offers.
Holders of the 2063 Notes should be
aware that the Settlement Date for the Offers (expected to be 19
June 2024) coincides with a regular scheduled interest payment date
of the 2063 Notes. As such, interest accrued and unpaid on the
outstanding 2063 Notes (including the 2063 Notes tendered pursuant
to the relevant Offer) from (and including) the immediately
preceding interest payment date relating to the 2063 Notes to (but
excluding) the Settlement Date, will be made pursuant to the usual
payment process in the ordinary course of business. As such, no
Accrued Interest shall be payable pursuant to the relevant Offer
for the 2063 Notes, unless the Settlement Date is amended to a date
which is not a regular scheduled interest payment date of the 2063
Notes.
Modified Dutch Auction Procedure
Under the Modified Dutch Auction
Procedure, the Company will determine, in its sole discretion,
following expiration of the Offers (i) the aggregate nominal amount
of the Notes (if any) of each Series (each such amount, a
Series Acceptance Amount) that it will accept
for purchase pursuant to the Offers, and (ii) in respect of each
Series, the single Purchase Spread that will be used in the
calculation, at the Pricing Time, of the Purchase Price for the
Notes of such Series validly tendered and accepted for purchase
pursuant to the relevant Offer, in each case taking into account
the aggregate nominal amount of the Notes of each Series so
tendered and the purchase spreads at which such Notes are tendered
(or deemed to be tendered, as set out below).
The Purchase Spread applicable to a
Series will be not greater than:
(a)
225 bps in the case of the 2051 Notes;
(b)
230 bps in the case of the 2055 Notes;
(c)
210 bps in the case of the 2063 Notes; and
(d)
210 bps in the case of the 2068 Notes,
(each a Maximum Purchase Spread), and will
otherwise be the highest purchase spread that will allow the
Company to accept for purchase the Series Acceptance Amount for
such Series.
The Company will not accept for
purchase any Notes tendered at a purchase spread of less than the
relevant Purchase Spread.
Tender Instructions
The
Offers begin on 10 June 2024 (the Launch Date)
and will expire at 4.00 p.m.
(London Time) on 14 June 2024 (the Expiration Deadline), unless extended, re-opened or terminated as
provided in the Tender Offer Memorandum. The relevant
deadline set by any intermediary or Clearing System will be earlier
than this deadline.
In order to participate in, and be
eligible to receive the relevant Purchase Price and Accrued
Interest Payment pursuant to, the Offers, 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.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer
Memorandum.
Tender Instructions may be submitted
on a "non-competitive" or a "competitive" basis, as described in
the Tender Offer Memorandum. A Noteholder may submit both
Non-Competitive Tender Instructions and Competitive Tender
Instructions in respect of the same Series of Notes, provided that
the sum of the nominal amounts of Notes of the relevant Series the
subject of all such Tender Instructions submitted by that
Noteholder does not exceed the aggregate nominal amount of that
Series actually held by that Noteholder.
In respect of all Offers, Tender
Instructions must be submitted in respect of a minimum nominal
amount of Notes of the relevant Series of no less than £100,000
(being the minimum denomination for each Series), and may
thereafter be submitted in any integral multiple of £1,000 in
nominal amount.
Series Acceptance Amounts, Aggregate Consideration Amount and
Pro-ration
Series Acceptance Amounts and Aggregate Consideration
Amount
If the Company decides to accept any
validly tendered Notes for purchase pursuant to the relevant
Offer(s), the Company proposes to determine each Series Acceptance
Amount such that the total amount payable by the Company for all
Notes accepted for purchase pursuant to the Offers (excluding all
Accrued Interest Payments in respect of such Notes) will be no
greater than £150,000,000, although the Company reserves the right,
in its sole discretion, to allocate a significantly lower or
significantly higher amount (or none of such amount) for the
purchase of Notes pursuant to the relevant Offer(s) (the final
aggregate cash amount so allocated for the purchase of Notes
pursuant to the relevant Offer(s) being the Aggregate Consideration Amount).
The Company will determine the
allocation of the Aggregate Consideration Amount between each
Series of Notes in its sole and absolute discretion, and reserves
the right to accept significantly more or significantly less (or
none) of the Notes of any Series as compared to the other Series.
The Company also reserves the right to determine each Purchase
Spread in its sole discretion, without regard to the level at which
it sets the Purchase Spread for any other Series.
Pro-ration
If the Company decides to accept any
validly tendered Notes of a Series for purchase pursuant to the
relevant Offer and the aggregate nominal amount of Notes of such
Series validly tendered for purchase pursuant to Non-Competitive
Tender Instructions is greater than the relevant Series Acceptance
Amount, the Company intends to accept such Notes for purchase on a
pro rata basis such that
the aggregate nominal amount of such Notes accepted for purchase
pursuant to the relevant Offer is no greater than such Series
Acceptance Amount. In such circumstances, the relevant Purchase
Spread will be the relevant Maximum Purchase Spread, and the
Company will not accept for purchase any Notes of such Series
tendered pursuant to Competitive Tender Instructions.
If (other than as described in the
preceding paragraph) the aggregate nominal amount of Notes of a
Series validly tendered (i) pursuant to Non-Competitive Tender
Instructions and (ii) pursuant to Competitive Tender Instructions
that specify a purchase spread greater than or equal to the
relevant Purchase Spread, is greater than the relevant Series
Acceptance Amount, the Company intends to accept for purchase (A)
first, all such Notes tendered at purchase spreads (subject to
rounding down to the nearest 1 bps increment, if applicable)
greater than the relevant Purchase Spread or pursuant to
Non-Competitive Tender Instructions in full, and (B) second, all
such Notes tendered (subject to rounding down to the nearest 1 bps
increment, if applicable) at the relevant Purchase Spread on a
pro rata basis such that
the aggregate nominal amount of such Notes accepted for purchase,
when aggregated with Notes accepted for purchase pursuant to (A)
above, is no greater than such Series Acceptance Amount.
Indicative Timetable for the
Offers
Events
|
Times and Dates
(all times are London
Time)
|
Launch Date
Offers announced and Tender Offer
Memorandum available from the Tender Agent
Notice of Offers published by
RNS
|
10 June 2024
|
Expiration
Deadline
Deadline for receipt by the
Tender Agent of all Tender
Instructions.
|
4.00 p.m. on 14 June 2024
|
Discretionary Announcement of
Indicative Results
If the Company, in its sole
discretion, decides to announce any indicative information relating
to the results of the Offers, announcement by the Company of a
non-binding indication of the level at which it expects to set the
Aggregate Consideration Amount, each Series Acceptance Amount, each
Purchase Spread and (if applicable) indicative details of any
Pro-ration Factors that will apply to any valid tenders of any
Series in the event that the Company decides to accept validly
tendered in the Offers.
|
Prior to the Pricing Time on 17 June
2024, if applicable
|
Pricing
Time
Determination of each Benchmark
Security Rate, each Purchase Yield, each Purchase Spread and each
Purchase Price.
|
At or around 1.00 p.m. on 17 June
2024
|
Announcement of Final Results
and Pricing
Announcement by the Company of
whether it accepts for purchase any Notes validly tendered in the
Offers and, if so, of the Aggregate Consideration Amount, each
Series Acceptance Amount, each Purchase Spread, each Benchmark
Security Rate, each Purchase Yield, each Purchase Price,
any Pro-ration Factors that will be applied to any
valid tenders of any Series and the
aggregate nominal amount of each Series that will remain
outstanding after the Settlement Date.
|
As soon as reasonably practicable
after the Pricing Time on 17 June 2024
|
Settlement
Date
Expected Settlement Date for the
Offers. Payment of the relevant Purchase Price and the relevant
Accrued Interest Payments in respect of the Notes accepted for
purchase.
|
Expected to be 19 June
2024
|
Subject to applicable law and as provided in the Tender Offer
Memorandum, the Company may, in its sole discretion, extend,
re-open, amend, waive any condition of or terminate any of the
Offers at any time, and the above times and dates are subject to
the right of the Company to so extend, re-open, amend and/or
terminate any 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 Offers
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
Offers will be made by the Company 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 the Informa IGM Screen Insider service and by the issue
of a press release to a Notifying News Service. 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 Offers,
the contact details for which are set out below.
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
Offers.
Requests for information in relation to the Offers should be
directed to:
HSBC Bank plc (Tel:
+44 20 7992 6237; Attention: Liability Management,
DCM; Email: LM_EMEA@hsbc.com)
and Merrill Lynch
International (Tel: +44 20 7996 5420; Attention: Liability
Management Group; Email: DG.LM-EMEA@bofa.com)
who are acting as Dealer Managers in respect of the
Offers.
Requests for information in relation to the procedures for
tendering Notes in, and for any documents or materials relating to,
the Offers should be directed to:
Kroll Issuer Services Limited (Tel: +44 20 7704 0880; Attention: David Shilson / Alessandro
Zorza; Email: mandg@is.kroll.com;
Offer Website: https://deals.is.kroll.com/mandg)
who is acting as Tender Agent in respect of the
Offers.
This announcement is made by M&G
plc 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 Offers
described above. For the purposes of UK MAR and the Implementing
Technical Standards, this announcement is made by Charlotte Heiss,
General Counsel and Company Secretary at the
Company.
LEI: 254900TWUJUQ44TQJY84
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 Offers. If any Noteholder is in any doubt
as to the contents of this announcement
and/or the Tender Offer Memorandum or the action it should take, it
is recommended to seek its own financial 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 relevant Offer(s). None of the
Company, the Dealer Managers or the Tender Agent or any director,
officer, employee, agent or affiliate of any such person has made
or will make any assessment of the merits and risks of the Offers
or of the impact of the Offers on the interests of the Noteholders
either as a class or as individuals, and none of them makes any
recommendation whether Noteholders should tender Notes in the
relevant Offer(s).
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 Company, 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 (nor the electronic transmission thereof)
constitutes an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes in the relevant Offer(s) 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 any Offer to be made by
a licensed broker or dealer and a Dealer Manager or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made on behalf of
the Company by such Dealer Manager or such affiliate (as the case
may be) in such jurisdiction.
United
States
The Offers are 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 Offers 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
Offers 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 Notes
in an 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 any Offer will represent that it is not located in the United
States and is not participating in such 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 such 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, the Tender Offer Memorandum and any other documents
or materials relating to the Offers 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 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
persons who are within Article 43 of the Financial Promotion Order
or any other persons to whom it may otherwise lawfully be made
under the Financial Promotion Order.
Italy
None of the Offers, this
announcement, the Tender Offer Memorandum or any other document or
materials relating to the Offers 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. Each 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 Offers 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 Offers.
France
The Offers are not being made,
directly or indirectly, to the public in the Republic of France
(France). This
announcement, the Tender Offer Memorandum and any other document or
material relating to the Offers 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 or will be approved by the Autorité des Marchés
Financiers.
Belgium
The Offers are not being made, and
will not be made or advertised, directly or indirectly, to any
individual in Belgium qualifying as a consumer within the meaning
of Article I.1 of the Belgian Code of Economic Law, as amended from
time to time (a Belgian
Consumer) and none of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers have been or shall be distributed, directly or indirectly,
in Belgium to Belgian Consumers.