TIDMWBS
RNS Number : 4106K
West Bromwich Building Society
10 April 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OR ITS TERRITORIES, AUSTRALIA, SOUTH AFRICA, JAPAN,
HONG KONG, SINGAPORE, ITALY, SWITZERLAND OR CANADA OR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
LAWS OF SUCH JURISDICTION
Regulatory News Announcement
For Immediate Release
10 April 2018
West Bromwich Building Society[1]
FINAL RESULTS OF Liability Management Exercise
This announcement contains inside information.
In an announcement dated 8 March 2018 (the "March
Announcement"), West Bromwich Building Society (the "Society")
announced the launch of its liability management exercise (the
"Liability Management Exercise" or "LME") in relation to its 3,650
Profit Participating Deferred Shares (the "PPDS") and its GBP75
million 6.15 per cent. Permanent Interest Bearing Shares (the
"PIBS").
The LME consists of the PPDS Exchange Offer and the PIBS
Exchange Offer (together, the "Exchange Offers"), the PIBS Tender
Offer (together with the Exchange Offers, the "Offers") and the
Variations, in each case as defined in the March Announcement. The
full terms of the Exchange Offers were set out in a Consent and
Exchange Offer Memorandum (the "CEOM") and the full terms of the
PIBS Tender Offer were set out in a Consent and Tender Offer
Memorandum (the "CTOM"), in each case dated 8 March 2018. Defined
terms used and not otherwise defined in this announcement have the
meanings given in the March Announcement, the CEOM or the CTOM.
On 6 April 2018, the Society announced the indicative results of
the LME. The Society is now announcing the final results of the
LME.
Final Results of the LME
PRA approvals and settlement conditions
Following conclusion of the PIBS Meeting held on 9 April 2018,
the Society informed the Prudential Regulation Authority ("PRA") of
the outcome of the LME. The Society has now received all final
approvals from the PRA which are necessary for it to settle the
LME.
The Society also confirms that the Settlement Conditions to the
Offers, as set out in the CEOM and CTOM, have been or will be
satisfied or waived on or prior to the Settlement Date.
Participation and acceptance
As at the Participation Deadline for the Offers:
(i) a total of 3,650 PPDS (representing 100 per cent. of the
total number of PPDS outstanding) had been validly Offered for
Exchange pursuant to the PPDS Exchange Offer;
(ii) GBP58,032,000 in aggregate nominal amount of the PIBS
(representing 77.38 per cent. of the aggregate nominal amount of
the PIBS outstanding) had been validly Offered for Exchange
pursuant to the PIBS Exchange Offer; and
(iii) GBP8,077,000 in aggregate nominal amount of the PIBS
(representing 10.77 per cent. of the aggregate nominal amount of
the PIBS outstanding) had been validly tendered for purchase
pursuant to the PIBS Tender Offer.
The Society hereby confirms that it accepts for exchange all of
the PPDS and PIBS which were validly Offered for Exchange in the
Exchange Offers and accepts for purchase all of the PIBS which were
validly tendered for purchase in the PIBS Tender Offer.
PIBS Meeting
The PIBS Meeting was held at 5.30 p.m. on 9 April 2018. More
than one-third of the PIBS outstanding were represented at the PIBS
Meeting, and the votes cast in favour of the Extraordinary
Resolution (in the form set out at Annex A to the CEOM and Annex 2
to the CTOM) represented more than three-quarters of the PIBS
represented at the PIBS Meeting. Accordingly, the Extraordinary
Resolution was duly passed.
The Society has, accordingly, varied the PIBS Conditions with
immediate effect, and the revised PIBS Conditions are available for
viewing on the Society's website.
PPDS Written Resolutions
As announced on 6 April 2018 the PPDS Written Resolutions, as
set out at Annex B to the CEOM, were duly passed on 5 April 2018
with the consent in writing of the holders of more than
three-quarters of the PPDS.
Following receipt of the PRA approvals, the Society has,
accordingly, varied the PPDS Conditions with immediate effect, and
the revised PPDS Conditions are available for viewing on the
Society's website.
Given that all of the PPDS have been validly Offered for
Exchange and accepted pursuant to the PPDS Exchange Offer, there
are no further PPDS in respect of which the Sweep-up Option could
be exercised, and accordingly such option will not be
exercised.
Settlement of the Offers
The Offers are scheduled to settle on 12 April 2018 (the
"Settlement Date"). As a result of the Offers, the Society expects
that, on the Settlement Date, it will:
(i) issue a total of 1,288,813 Core Capital Deferred Shares ("CCDS");
(ii) issue GBP22,498,600 in aggregate nominal amount of Tier 2 Notes;
(iii) make total Cash Payments equal to GBP29,257,257.18 pursuant to the Exchange Offers; and
(iv) make total Aggregate Cash Payments equal to GBP4,200,040
pursuant to the PIBS Tender Offer.
The Society will make an application for the CCDS and the Tier 2
Notes to be admitted to the Official List of the Luxembourg Stock
Exchange and admitted to trading on its Euro MTF Market with effect
on or around the Settlement Date.
The Society also expects that, as a result of the Offers, it
will on the Settlement Date cancel all of the outstanding PPDS and
cancel GBP66,109,000 in aggregate nominal amount of the PIBS.
Accordingly, following the Settlement Date, no PPDS will remain
outstanding and GBP8,891,000 in aggregate nominal amount of the
PIBS will remain outstanding.
Based upon the results of the LME, the Society anticipates that,
on an indicative basis only (had the LME been successfully
completed on 30 September 2017) its common equity tier 1 ("CET1")
ratio would have been maintained at 14.1 per cent., its total
capital ratio (with full impact of CRD IV implementation) would
have increased by approximately 1 percentage point to 15.8 per
cent. and Member Reserves would have increased by approximately
GBP50 million, before any accounting adjustment to other reserves
to reflect the fair values of the new instruments.
Jonathan Westhoff, Chief Executive of the Society, said:
"I am delighted that we have been able to announce the
successful outcome of the LME today, well within our target of the
first half of 2018. The Board would like to thank our PPDS and PIBS
holders for their tremendous support in making the LME a success.
Following this modernisation of the Society's capital base, we look
forward to focusing on the continued delivery of our plan to
provide exceptional lending and savings products to our
membership."
Market Abuse Regulation
This announcement is released by West Bromwich Building Society
and contains information that qualifies 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 Liability Management Exercise described above. For
the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, the person responsible for arranging the
release of this announcement on behalf of West Bromwich Building
Society is Ashraf Piranie, Group Finance & Operations
Director.
DISCLAIMER
The offer period for each of the Offers has now expired. The
Offers have been made outside the United States and otherwise
subject to offer restrictions in South Africa, Japan, Hong Kong,
Singapore, Italy, Switzerland, Canada and elsewhere.
MiFID II product governance - professional investors and ECPs
only target market / PRIIPs Regulation - prohibition of sales to
EEA retail investors / COBS 22.2 - restriction on marketing and
sales to retail investors
The securities to be issued pursuant to the LME have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "Securities Act"), or any state securities
laws. Accordingly, the securities are and will be subject to
restrictions on transferability and resale and may not be
transferred or resold except as permitted under the Securities Act
and other applicable securities laws, pursuant to an exemption from
registration. Registration rights will not be granted in favour of
the securities and they may not be offered, sold, pledged or
otherwise transferred except outside the United States in
accordance with Rule 903 or Rule 904 of Regulation S.
This announcement and any other materials relating to the Offers
may only be communicated to persons in the United Kingdom in
circumstances where section 21(1) of the Financial Services and
Markets Act 2000 does not apply.
This announcement and any other materials relating to the Offers
are and will be for the personal use of authorised recipients only.
Under no circumstances should any such documents or materials be
reproduced or distributed to any other persons. Persons into whose
possession any such documents or materials come are required to
inform themselves about and to observe any such restrictions. This
announcement and any other materials relating to the Offers do not
constitute, and may not be used for the purpose of, an offer or
solicitation to the public or to anyone in any jurisdiction in
which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such offer or solicitation.
[1] LEI: 45WSBJJYVGC91LG3H515
This information is provided by RNS
The company news service from the London Stock Exchange
END
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