TIDMLAND
RNS Number : 1357B
Land Securities Group PLC
28 January 2020
Land Securities Group PLC
("Landsec")
Landsec announces tender offers to purchase bonds for cash
Landsec confirms that its wholly owned subsidiary, Land
Securities PLC, has today launched separate invitations to holders
of six series of notes issued by Land Securities Capital Markets
PLC to tender their notes for cash. The notes have expected
maturities ranging from 2023 to 2034.
This transaction is a continuation of Landsec's disciplined
approach to balance sheet management and provides liquidity to
investors.
A further release will be issued on 6 February 2020 confirming
the results of the tender offers.
The following release was issued to the Irish Stock Exchange
this morning by Land Securities PLC:
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.
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 (the United States)
OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
28 January 2020
LAND SECURITIES PLC ANNOUNCES TER OFFERS TO PURCHASE NOTES FOR
CASH
Land Securities PLC (the Offeror) has today launched separate
invitations to holders of Land Securities Capital Markets PLC's
(the Company) outstanding (a) 5.391 per cent. Class A4 Notes due
February 2026 (ISIN: XS0204778905), (b) 5.391 per cent. Class A5
Notes due March 2027 (ISIN: XS0204779465), (c) 5.376 per cent.
Class A6 Notes due September 2029 (ISIN: XS0204780125), (d) 5.396
per cent. Class A7 Notes due July 2032 (ISIN: XS0204780554), (e)
4.875 per cent. Class A10 Notes due September 2025 (ISIN:
XS0269067095) and (f) 5.125 per cent. Class A11 Notes due February
2036 (ISIN: XS0286155071) (together, the Notes and each a Series),
to tender their Notes for purchase by the Offeror for cash (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 28 January 2020 (the Tender Offer Memorandum) 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 offer
restrictions) available from the Tender Agent as set out below.
Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Tender Offer
Memorandum.
Summary of the Offers
Description Coupon Outstanding Note Amount Subject to the
of the ISIN / Principal Step-Up Purchase Offers
Notes Common Code Amount* Date Benchmark Security Spread
------------ ------- ------------- --------------- ---------- --------------------- --------- ------------------------
Class A4 5.391 XS0204778905 GBP21,522,000 27 UKT 1.00 per cent 65 bps The Offeror intends to
Notes per / 020477890 February April 2024 (ISIN: accept a principal
cent. 2024 GB00BFWFPL34) amount of Notes such
that the total amount
payable
(excluding Accrued
Interest) is no greater
than GBP200,000,000
(the Maximum Acceptance
Amount),
subject to the right of
the Offeror, in its
sole discretion, to
accept less than or
more than
such amount for
purchase pursuant to
the Offers
Class A5 5.391 XS0204779465 GBP186,055,000 31 March UKT 5.00 per cent. 65 bps
Notes per / 020477946 2025 March 2025 (ISIN:
cent. GB0030880693)
Class A6 5.376 XS0204780125 GBP76,461,000 30 UKT 1.25 per cent. 65 bps
Notes per / 020478012 September July 2027 (ISIN:
cent. 2027 GB00BDRHNP05)
Class A7 5.396 XS0204780554 GBP155,781,500 31 July UKT 4.75 per cent. 55 bps
Notes per / 020478055 2030 December 2030 (ISIN:
cent. GB00B24FF097)
Class A10 4.875 XS0269067095 GBP13,500,000 29 UKT 2.25 per cent. 50 bps
Notes per / 026906709 September September 2023
cent. 2023 (ISIN: GB00B7Z53659)
Class A11 5.125 XS0286155071 GBP56,391,000 7 UKT 4.50 per cent. 80 bps
Notes per / 028615507 February September 2034
cent. 2034 (ISIN: GB00B52WS153)
* The stated Outstanding Principal Amount comprises all Notes outstanding, excluding those
held by Land Securities PLC.
The Offers will expire at 5:00 p.m. (London time) on 5 February
2020 (the Expiration Deadline) unless extended, re-opened or
terminated by the Offeror.
The Offeror is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offers. The acceptance for
purchase by the Offeror of Notes tendered pursuant to the Offers is
at the sole discretion of the Offeror and tenders may be rejected
by the Offeror for any reason.
Rationale for the Offers
The purpose of the Offers is to provide liquidity to Noteholders
and proactively manage the Land Securities Group's balance
sheet.
Details of the Offers
In respect of each Series, the Offeror will, on the Tender Offer
Settlement Date, pay for Notes of the relevant Series accepted by
it for purchase pursuant to the relevant Offer a price (in respect
of each Series, the Purchase Price) to be determined at or around
12:00 p.m. (London time) (the Pricing Time) on or around 6 February
2020 (the Pricing Date) in the manner further described in the
Tender Offer Memorandum.
Each Purchase Price will be determined by the Offeror, after
consultation with the Dealer Manager, in accordance with market
convention and expressed as a percentage of the principal amount of
the Notes of the relevant Series (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 the Note Step-Up Date of the
relevant Series on the Tender Offer Settlement Date based on the
relevant Purchase Yield.
Specifically, the Purchase Price applicable to the Notes of a
particular Series will equal (a) the value of all remaining
payments of principal and interest on the relevant Notes of such
Series up to and including the Note Step-Up Date, discounted to the
Tender Offer Settlement Date at a discount rate equal to the
relevant Purchase Yield, minus (b) Accrued Interest in respect of
the Notes of the relevant Series.
Scaling of Tenders of Notes
The Offeror proposes to accept Notes for purchase pursuant to
the Offers up to the Maximum Acceptance Amount subject to the right
of the Offeror, in its sole discretion, to accept less than or more
than such amount for purchase pursuant to the Offers.
If the aggregate principal amount of Tendered Notes is less than
the Maximum Acceptance Amount, the Offeror intends to accept all
such tendered Notes. If the aggregate principal amount of the
Tendered Notes is greater than the Maximum Acceptance Amount,
(subject to the right of the Offeror, in its sole discretion, to
accept less than or more than such amount for purchase pursuant to
the Offers) the Offeror may accept Notes for purchase on a pro rata
basis in the manner described in the Tender Offer Memorandum. In
the event of such scaling, the Offeror will only accept such Offers
subject to scaling to the extent such scaling would not result in
the relevant Noteholder offering to tender less than the minimum
denomination of the relevant Series and the Offeror therefore
reserves the right (but shall not be obliged) to adjust the scaling
factor applicable to any relevant Tender Instruction
accordingly.
For the avoidance of doubt, the Offeror will determine the
allocation of funds between each Series in its sole discretion, and
may purchase considerably less (or none) of some Series than of
other Series.
Tender Instructions
In order to participate in an Offer, and be eligible to receive
the relevant Purchase Price and the relevant Accrued Interest
Payment pursuant to such Offer, Noteholders must validly tender
their Notes 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. See "Procedures for participating
in the Offers" in the Tender Offer Memorandum for further
information.
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, an Offer by
the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission and withdrawal of Tender Instructions will be
earlier than the relevant deadlines specified in the Tender Offer
Memorandum.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Expected Timetable of Events
The following table sets out the expected dates and times of the
key events relating to the Offers. This is an indicative timetable
and is subject to change. All times are London time and dates and
times are subject, where applicable, to the right of the Offeror to
extend, re--open, amend, and/or terminate any Offers in accordance
with the terms of the Offers described in the Tender Offer
Memorandum. Accordingly, the actual timetable may differ
significantly from the timetable below.
Number of Business Days from and
Date and time including Launch Date Event
------------------------------------- -------------------------------------- -------------------------------------
28 January 2020 Day 1 Launch Date
Announcement of Offers. Tender Offer
Memorandum available (subject to the
offer and distribution
restrictions set out in "Offer and
Distribution Restrictions" in the
Tender Offer Memorandum)
from the Tender Agent.
5 February 2020, 5:00 p.m. Day 7 Expiration Deadline
Final deadline for receipt of valid
Tender Instructions by the Tender
Agent in order for Noteholders
to be able to participate in the
Offers.
On or around 6 February 2020, or Day 8 Pricing Date (T)
such other date as the Offeror may
determine Indicative results announcement
As soon as reasonably practicable on indicating the aggregate principal
the Pricing Date amount of each Series expected
to be accepted for purchase.
Pricing
At or around 12:00 p.m. on the Expected determination of each
Pricing Date (the Pricing Time) Purchase Yield and each Purchase
Price in respect of each Series
accepted for purchase.
As soon as reasonably practicable Announcement of whether the Offeror
after the Pricing Time will accept valid tenders of Notes
pursuant to any of
the Offers and, if so accepted, in
respect of each Series accepted for
purchase (i) the aggregate
principal amount accepted for
purchase, (ii) the Purchase Yield,
(iii) the Purchase Spread,
(iv) the Purchase Price, (v) the
Accrued Interest, (vi) any
applicable scaling factor and
(vii) the Tender Offer Settlement
Date.
On or around 10 February 2020 Day 10 Expected Settlement Date of Tender
(T+2)
Expected settlement date for the
Offers.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes whether
such intermediary would require receipt of instructions to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, an Offer before the deadlines specified in the Tender Offer
Memorandum.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offers.
Questions and requests for assistance in connection with (i) the
Offers, may be directed to the Dealer Manager, and (ii) the
delivery of Tender Instructions, may be directed to the Tender
Agent, the contact details for both of which are set out below.
This announcement is released by Land Securities 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 (MAR), encompassing information relating
to the Offers described above. For the purposes of MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Martin Greenslade, Director of Land
Securities PLC.
HSBC Bank plc (Telephone+44 20 7992 6237; Attention: Liability
Management Group; Email: LM_EMEA@hsbc.com) is acting as Dealer
Manager and Lucid Issuer Services Limited (Telephone: +44 20 7704
0880; Attention: Arlind Bytyqi; Email: landsecurities@lucid-is.com)
is acting as Tender Agent.
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 the Tender
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 company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to tender such
Notes pursuant to the Offers. The Dealer Manager will not be
responsible to any Noteholders for providing the protections
afforded to customers of the Dealer Manager or for advising any
other person in connection with the Offers. None of the Offeror,
the Company, the Dealer Manager or the Tender Agent makes any
recommendation whether Noteholders should tender Notes pursuant to
the Offers. 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 Tender Offer Memorandum or the Offers, or takes
any responsibility for the contents of this announcement or the
Tender Offer Memorandum.
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 comes are required by the Offeror and the Dealer
Manager to inform themselves about, and to observe, any such
restrictions. 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 Notes (and
tenders of Notes in the Offers 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 an Offer to be made by a
licensed broker or dealer and the 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 by the Dealer
Manager or such affiliate, as the case may be, on behalf of the
Offeror 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 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 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, 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 Notes participating in the Offers 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 two paragraphs, 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 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 Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority and,
accordingly, the Offers 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 Offers may not be advertised and the
Offers will not be extended, and neither this announcement, the
Tender Offer Memorandum nor any other documents or materials
relating to the Offers (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 Offers are not being made, directly or indirectly, to the
public in the Republic of France (France). Neither this
announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers 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 Offers. Neither this announcement, the Tender
Offer Memorandum nor any other document or material relating to the
Offers has been or will be submitted for clearance to or approved
by the Autorité des marchés financiers.
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. The Offers are being
carried out in the Republic of Italy (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 (the Issuers' Regulation). The
Offers are also being carried out in compliance with article
35-bis, paragraph 7 of the Issuers' Regulation. Accordingly,
Noteholders or beneficial owners of the Notes that are located in
Italy can tender Notes for purchase pursuant to the Offers 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.
20307 of 15 February 2018, 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 Notes or the Offers.
Ireland
The Offers are 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 Offers may be effected and the
Tender 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 Union (Markets in Financial Instruments)
Regulations 2017 (as amended) including, without limitation,
Regulation 5 (Requirements for authorisation (and certain
provisions concerning MTFs and OTFs)) 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 -
Landsec
Investors
Edward Thacker
T: +44 (0)20 7024 5185
edward.thacker@landsec.com
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END
TENBPMLTMTITMIM
(END) Dow Jones Newswires
January 28, 2020 04:48 ET (09:48 GMT)
Land Securities (LSE:LAND)
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