TIDMHGG TIDM75AS
RNS Number : 9148C
Henderson Group plc
14 March 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON
OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY PERSON
LOCATED IN THE REPUBLIC OF ITALY OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW)
14 March 2011
HENDERSON UK FINANCE PLC ANNOUNCES THE NEW ISSUE TENOR, THE NEW
ISSUE BENCHMARK GILT AND AN AMENDED TIMETABLE FOR THE EXCHANGE AND
TENDER OFFERS FOR THE GBP175,000,000 6.50 PER CENT. NOTES DUE 2012
ISSUED BY HGI GROUP LIMITED (FORMERLY HENDERSON GROUP PLC)
In relation to the announcement made by Henderson UK Finance plc
(the Issuer) on 7 March 2011 relating to the Offers to holders of
the outstanding GBP175,000,000 6.50 per cent. Notes due 2012 issued
by HGI Group Limited (formerly Henderson Group plc), the Issuer
announces that:
1. the New Issue Tenor is 5 years;
2. the New Issue Benchmark Gilt is the 4 per cent. UK Treasury
Gilt due September 2016; and
3. the indicative timetable set out in the Offer Memorandum
dated 7 March 2011 (the Offer Memorandum) in relation to the Offers
is hereby amended.
Indicative pricing guidance for the New Notes is available from
the Joint Dealer Managers, including that the New Issue Spread is
expected to be no lower than +445 bps.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Offer Memorandum.
Henderson Group plc
47 Esplanade
St Helier
Jersey JE1 0BD
Registered in Jersey
No. 101484
ABN 67 133 992 766
HGI Group Limited
201 Bishopsgate
London
EC2M 3AE
No. 2072534
Notwithstanding anything to the contrary set out in the Offer
Memorandum, the indicative timetable in relation to the Offers is
hereby amended as follows and all references in the Offer
Memorandum to the dates on which the events set out below are
expected to occur shall be deemed to be amended accordingly:
Event Time and Date
Revocation Deadline Noon (GMT) on Thursday,
Exchange Instructions become (and Exchange 17 March 2011
Instructions submitted after this deadline
are) irrevocable (other than in the
limited circumstances described in "Amendment
and Termination" below).
Expiration Deadline 4.00 p.m. (GMT) on Thursday,
Deadline for receipt of valid Exchange 17 March 2011
Instructions or valid Tender Instructions
by the Exchange and Tender Agent in
order for Noteholders to be able to
participate in the Offers.
Announcement of indicative Exchange At or around 8.00 a.m.
Offer Acceptance Amounts and Tender (GMT) on Friday, 18
Offer Acceptance Amounts and indicative March 2011
details of Scaling
Announcement of (i) a non-binding indication
of the level at which the Issuer expects
to set the Exchange Offer Acceptance
Amount, the Tender Offer Acceptance
Amount and the Final Acceptance Amount
and (ii) indicative details of any scaling
of offers of Existing Notes for exchange
and tenders of Existing Notes for purchase
that will be applied in the event that
the New Issue Condition is satisfied
and Existing Notes are accepted for
exchange and/or purchase pursuant to
the Offers.
Pricing Time At or around 2.00 p.m.
Determination of the New Issue Spread, (GMT) on Friday, 18
the final Exchange Offer Acceptance March 2011
Amounts, Tender Offer Acceptance Amounts
and Final Acceptance Amount, and calculation
of (i) the New Issue Benchmark Gilt
Rate and the Existing Notes Benchmark
Gilt Rate, (ii) the Offer Price; (iii)
the Exchange Ratio; (iv) the New Issue
Price; and (v) the New Issue Coupon.
Announcement of Offer Results As soon as reasonably
Announcement of whether and the extent practicable after the
to which the Issuer will accept valid Pricing Time
offers of Existing Notes for exchange
and tenders of Existing Notes for purchase
pursuant to the Offers (subject to the
satisfaction of the New Issue Condition).
If so accepted, the Issuer will also
announce (i) the Exchange Offer Acceptance
Amount and Tender Offer Acceptance Amount,
and the Final Acceptance Amount, (ii)
details of any scaling, (iii) the final
aggregate nominal amount of New Notes
to be issued, (iv) the Minimum Exchange
Offer Amount, (v) the New Issue Spread
and (vi) the Offer Price, New Issue
Price and New Issue Coupon.
Announcement of New Issue Condition Prior to the Settlement
Announcement of whether the New Issue Date
Condition has been satisfied.
Settlement Date Friday, 25 March 2011
Expected settlement date for the Offers.
The above times and dates are subject to the Issuer's right to
extend, re-open, amend and/or terminate any Offer (subject to
applicable law and as provided in the Offer Memorandum).
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Existing 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 circumstances in which revocation is permitted)
revoke their instruction to participate in, the Offers before the
deadlines set out above. The deadlines set by any such intermediary
and each Clearing System for the submission and withdrawal of
Exchange Instructions and Tender Instructions will be earlier than
the relevant deadlines above.
HSBC Bank plc, The Royal Bank of Scotland plc and UBS Limited
are acting as Joint Dealer Managers and Lucid Issuer Services
Limited is acting as Exchange and Tender Agent.
Questions and requests for assistance in connection with the
Offers may be directed to any of the Joint Dealer Managers.
Joint Dealer Managers
HSBC Bank plc The Royal Bank of Scotland plc
8 Canada Square 135 Bishopsgate
London E14 5HQ London EC2M 3UR
Telephone: +44 20 7991 1444 Telephone: +44 20 7085 9178
Attention: Liability Management Attention: Liability Management
Group Group
Email: liability.management@hsbcib.com Email: liabilitymanagement@rbs.com
UBS Limited
1 Finsbury Avenue
London EC2M 2PP
Telephone: +44 20 7567 0525
Attention: Liability Management Group
Email: mark-t.watkins@ubs.com
Questions and requests for assistance in connection with the
delivery of Exchange Instructions and Tender Instructions may be
directed to the Exchange and Tender Agent.
Exchange and Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
Telephone: +44 20 7704 0880
Fax: +44 20 7067 9098
Attention: Lee Pellicci/David Shilson
Email: henderson@lucid-is.com
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 Offers. If you are in any
doubt as to the contents of this announcement or the Offer
Memorandum or the action you should take, you are recommended to
seek your own financial and legal advice, including as to any tax
consequences, immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Existing 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 participate in the Offers. None of the Joint Dealer Managers,
the Exchange and Tender Agent, the Issuer or the Guarantors makes
any recommendation as to whether Noteholders should offer Existing
Notes for exchange or tender Existing Notes for purchase pursuant
to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Offer Memorandum constitutes
an offer to sell or buy or the solicitation of an offer to sell or
buy the Existing Notes and/or New Notes, as applicable, (and offers
of Existing Notes for exchange and tenders of Existing Notes for
purchase pursuant to 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 either of the Joint Dealer Managers
or any of their respective affiliates is such a licensed broker or
dealer in any such jurisdiction, that Offer shall be deemed to be
made by such Joint Dealer Manager or affiliate, as the case may be,
on behalf of the Issuer in such jurisdiction.
The distribution of this announcement and the Offer Memorandum
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement or the Offer Memorandum comes
are required by the Issuer, the Guarantors, the Joint Dealer
Managers and the Exchange and Tender Agent to inform themselves
about, and to observe, any such restrictions.
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, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the United States Securities Act of 1933, as
amended (the Securities Act)). This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly,
copies of this announcement and the 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 U.S. persons and the Existing Notes cannot be
offered for exchange or tendered for purchase in the Offers by any
such use, means, instrumentality or facilities or from within the
United States or by U.S. persons. Any purported offer of Existing
Notes for exchange, or any purported tender of Existing Notes for
purchase, resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported offer of
Existing Notes for exchange, or any purported tender of Existing
Notes for purchase, made by a U.S. person, 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 or for a U.S. person will be invalid
and will not be accepted.
Neither this announcement nor the Offer Memorandum is an offer
of securities for sale in the United States or to U.S. persons.
Securities may not be offered or sold in the United States absent
registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. persons. The purpose of this announcement and the
Offer Memorandum is limited to the Offers and this announcement and
the Offer Memorandum may not be sent or given to a person in the
United States or otherwise to any person other than in an offshore
transaction in accordance with Regulation S under the Securities
Act.
Each holder of Existing Notes participating in the Offers will
represent that it is not located in the United States and is not
participating in the relevant Offer from the United States, that it
is participating in such Offer in accordance with Regulation S
under the Securities Act and that it is not a U.S. person, 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 and is not a U.S. person. For the
purposes of this and the above two paragraphs, United States means
the United States of America, its territories and possessions, any
state of the United States of America and the District of
Columbia.
Italy
None of the Offers, this announcement, the Offer Memorandum or
any other documents or materials relating to the Offers have been
or will be submitted to the clearance procedure of the Commissione
Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian
laws and regulations, and the Offers are not being made, and will
not be made, directly or indirectly, in or into the Republic of
Italy (Italy) as a public offer (as defined in article 1, paragraph
1, letter v) of the Legislative Decree no. 58 of February 24,
1998). Accordingly, holders of Existing Notes are hereby notified
that the Offers are not intended to be addressed, and the New Notes
may not be offered, sold or delivered, and none of this
announcement, the Offer Memorandum nor any other documents or
materials relating to the Offers, the Existing Notes, or the New
Notes has been prepared in order to be sent, by any means,
distributed or otherwise made available, as part of the Offers, to
any person in Italy.
United Kingdom(investment professionals and persons within
Article 43 or otherwise permitted by the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005) / France
(certain qualified investors and providers of investment services
relating to portfolio management for the account of third parties,
other than individuals) / Belgium (qualified investors acting on
their own account) / Australia (sophisticated investors (within the
meaning of section 708(8) or (10) of the Corporations Act) or
professional investors (within the meaning of section 708(11) of
the Corporations Act).
Jersey
The Offers may not be made in, and neither this announcement nor
the Offer Memorandum may be circulated in, Jersey by any
person.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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