Bond Exchange Offer
16 Junio 2009 - 2:17AM
UK Regulatory
TIDMCSTL TIDM85JA
16 June 2009
Tullett Prebon Group Holdings plc
Bond Exchange Offer
NOT FOR DISTRIBUTION TO ANY UNITED STATES OR ITALIAN PERSON OR TO ANY PERSON
RESIDENT AND/OR LOCATED IN THE UNITED STATES OR ITALY
Tullett Prebon Group Holdings plc (formerly Collins Stewart Tullett plc) (the
"Company"), a wholly owned subsidiary of Tullett Prebon plc, announces that it
has today invited holders of its outstanding GBP150,000,000 8.25 per cent.
Step-Up Coupon Subordinated Notes due 2014 (ISIN: XS0198295379) (the "Existing
Notes") to offer to exchange (the "Exchange Offer") any or all of such Existing
Notes for Sterling-denominated Fixed Rate Guaranteed Notes due 2016 guaranteed
by TP Holdings Limited (the "Guarantor") and issued by the Company (the "New
Notes"). The Exchange Offer is being made on the terms and subject to the
conditions and offer and distribution restrictions set out in an Exchange Offer
Memorandum dated 16 June 2009 (the "Exchange Offer Memorandum").
Capitalised terms used and not otherwise defined in this announcement have the
meaning given in the Exchange Offer Memorandum.
Background
The Company has a right to call the Existing Notes for redemption any time on
or after 12 August 2009, but it does not expect that it will exercise that
right and is inviting Noteholders (subject to certain offer and distribution
restrictions set forth under "Offer and Distribution Restrictions" in the
Exchange Offer Memorandum) to offer to exchange any or all of such outstanding
Existing Notes for New Notes.
The Exchange Offer
Each Qualifying Noteholder whose Existing Notes are accepted for exchange in
the Exchange Offer will receive on the settlement of the Exchange Offer, which
(subject as provided in the Exchange Offer Memorandum) is expected to take
place on 6 July 2009 (the "Settlement Date") New Notes in a nominal amount
equal to the nominal amount of the Existing Notes. An amount in cash
representing Accrued Interest in respect of Existing Notes validly submitted
for exchange and accepted will be paid on the Settlement Date.
The Exchange Offer begins today and expires at 4.00 p.m. (London time) on 24
June 2009 unless extended, re-opened, amended or terminated as provided in the
Exchange Offer Memorandum (the "Expiration Deadline").
The Company intends to announce as soon as practicable after the Pricing Time
on the Pricing Date the Benchmark Treasury Security Rate, the New Issue Coupon,
the final aggregate principal amount of the Existing Notes accepted for
exchange, the final aggregate principal amount of New Notes and the aggregate
principal amount of the Existing Notes that will remain outstanding, all as
more fully described in the Exchange Offer Memorandum. The New Issue Coupon
shall be equal to the sum of the New Issue Spread of 4.50 per cent. and the
Benchmark Treasury Security Rate.
Each Qualifying Noteholder whose Existing Notes are accepted for exchange in
the Exchange Offer will receive on the Settlement Date an equal aggregate
principal amount of New Notes for each GBP50,000 and higher integral multiples of
GBP1,000 in principal amount of such Existing Notes validly offered.
As the minimum denomination of New Notes is GBP50,000, a Noteholder with less
than GBP50,000 in principal amount of Existing Notes but who wishes to
participate in the Exchange Offer will be required to acquire an additional
amount of Existing Notes such that its aggregate holding of Existing Notes at
the time its Exchange Instruction is submitted is at least GBP50,000. Any
Noteholder who holds less than GBP50,000 in principal amount of Existing Notes at
the time its Exchange Instruction is submitted will be deemed to not have
validly offered to exchange its Existing Notes for New Notes. Noteholders who
do not hold at least GBP50,000 at the relevant time and Ineligible Noteholders
will not be able to participate in the Exchange Offer and shall continue to
hold their Existing Notes subject to their terms and conditions.
A Qualifying Noteholder wishing to participate in the Exchange Offer must
submit, or arrange to have submitted on its behalf, by not later than the
Expiration Deadline and, in any event, before such earlier deadline as may be
required to be met by the relevant Clearing System (unless the Exchange Offer
is terminated earlier), a duly completed Exchange Instruction.
Expected Timetable
Events Dates and Times (all times are London
time)
Commencement of the Exchange Offer 16 June 2009
Period
Expiration Date and Time 4.00 p.m. on 24 June 2009
Pricing Date and Time At or around 11.00 a.m. on 25 June
2009
Announcement of pricing information and As soon as practicable after the
acceptance of amount of Existing Notes Pricing Time on 25 June 2009
and New Notes
Settlement Date Expected to be on 6 July 2009
General
The Exchange Offer is not being made in the United States or Italy or to any
U.S. person or to any person located or resident in Italy and is also
restricted in other jurisdictions, as more fully described in the Exchange
Offer Memorandum.
The Exchange Offer is being made on the terms and subject to the conditions
contained in the Exchange Offer Memorandum. Qualifying Noteholders to whom the
Exchange Offer is being made in accordance with the offer restrictions set out
below are advised to read the Exchange Offer Memorandum carefully for full
details of and information on the procedures for participating in the Exchange
Offer.
Under the Exchange Offer, all Exchange Instructions will be irrevocable except
in the limited circumstances described in the Exchange Offer Memorandum.
Subject to applicable law and as provided in the Exchange Offer Memorandum the
Company may, in its sole discretion, extend, re-open, amend and/or terminate
the Exchange Offer at any time.
Announcements will be made as provided in the Exchange Offer Memorandum.
Requests for information in relation to the Exchange Offer should be directed
to the Dealer Managers, being The Royal Bank of Scotland plc and HSBC Bank plc.
Requests for information in relation to the procedures for offer to exchange
Existing Notes, and for any documents or materials relating to
the Exchange Offer should be directed to the Exchange Agent.
For Further Information
Requests for information in relation to the Exchange Offer should be directed
to:
The Dealer Managers
HSBC Bank plc
8 Canada Square
London E14 5HQ
For information by telephone:
Tel: +44 20 7991 5893
Attention: Andrew Montgomery/Adam Borhamley
Email: liability.management@hsbcib.com
The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
United Kingdom
For information by telephone:
+44 20 7085 8056/0639
Attention: Andrew Burton/Ed Jennings
Email: liabilitymanagement@rbs.com
The Exchange Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
For information by telephone:
+44 (0) 20 7704 0880
Attention: Sunjeeve Patel
Email: tullettprebon@lucid-is.com
Any questions or requests for assistance or additional copies of the Exchange
Offer Memorandum may be directed to the Exchange Agent.
Disclaimer
This announcement must be read in conjunction with the Exchange Offer
Memorandum.
The announcement and the Exchange Offer Memorandum contain important
information which must be read carefully before any decision is made with
respect to the Exchange Offer. If any Noteholder is in any doubt as to the
action it should take, it is recommended to seek its own legal, tax and
financial advice, including as to any tax consequences, from its stockbroker,
bank manager, solicitor, accountant or other independent financial adviser. Any
individual or company whose Existing 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 participate in the Exchange Offer. None of the Company,
the Guarantor, the Dealer Managers, the Trustee or the Exchange Agent, or any
person who controls, or is a director, officer, employee or agent of such
persons, or any affiliate of such persons, makes any recommendation as to
whether Noteholders should participate in the Exchange Offer. The Exchange
Agent is the agent of the Company and owes no duty to any Noteholder.
No offer or invitation to acquire or exchange any securities is being made
pursuant to this announcement. Neither this announcement nor the Exchange Offer
Memorandum constitute an invitation to participate in the Exchange Offer in any
jurisdiction in which, or to or from any person to or from whom, it is unlawful
to make such invitation under applicable securities laws and offers of
Existing Notes for exchange pursuant to the Exchange Offer will not be accepted
from Noteholders in any jurisdiction where such invitation or offer
to exchange is unlawful.
The distribution of this announcement and the Exchange Offer Memorandum in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and/or the Exchange Offer Memorandum come are required by the
Company, the Dealer Managers, the Trustee and the Exchange Agent to inform
themselves about, and to observe, any such restrictions.
END
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