TIDM41BM TIDM60KE
RNS Number : 7938Z
Royal London
17 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON
(AS DEFINED IN REGULATIONS UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMED (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS
(THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. (SEE
"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
17 May 2023
THE ROYAL LONDON MUTUAL INSURANCE SOCIETY LIMITED ANNOUNCES THE
MAXIMUM ACCEPTANCE AMOUNT IN RESPECT OF THE TER OFFER FOR THE
OUTSTANDING GBP400,000,000 6.125 PER CENT. FIXED RATE RESET
CALLABLE GUARANTEED SUBORDINATED NOTES DUE 2043 ISSUED BY RL
FINANCE BONDS NO. 2 PLC
The Royal London Mutual Insurance Society Limited (the
"Guarantor") today announces, further to its announcement on 15 May
2023 of its invitation to holders of the outstanding GBP400,000,000
6.125 per cent. Fixed Rate Reset Callable Guaranteed Subordinated
Notes due 2043 issued by RL Finance Bonds No. 2 plc (ISIN:
XS0998135718) (the "Notes") to tender such Notes for purchase by
the Guarantor for cash (such invitation, the "Offer") that,
following the pricing of the New Notes to be issued by RL Finance
Bonds No. 6 plc, the Maximum Acceptance Amount in respect of the
Offer is GBP350,000,000 in aggregate principal amount of Notes (the
"Maximum Acceptance Amount").
The Guarantor reserves the right, in its sole and absolute
discretion (subject to applicable law), to modify or waive the
Maximum Acceptance Amount for any reason, as described in the
Tender Offer Memorandum.
The Offer commenced on 15 May 2023 and will expire at 4.00 p.m.
(London time) on 22 May 2023, unless extended, re-opened, amended,
withdrawn and/or terminated. The Guarantor will announce (as soon
as reasonably practicable on 23 May 2023) whether it will accept
(subject to satisfaction or waiver of the New Financing Condition
on or prior to the Settlement Date) valid tenders of Notes for
purchase pursuant to the Offer and, if so accepted, (i) the
aggregate principal amount of the Notes accepted for purchase; and
(ii) the Scaling Factor (if any).
Subject to the satisfaction or waiver of the New Financing
Condition on or prior to such date, settlement is expected to take
place on 25 May 2023.
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 15 May
2023 (the "Tender Offer Memorandum") prepared by the Guarantor and
is subject to the offer restrictions set out below and as more
fully described in the Tender Offer Memorandum.
Capitalised terms used in this announcement but not defined have
the meanings given to them 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 Offer.
BNP Paribas, HSBC Bank plc and Merrill Lynch International are
acting as Dealer Managers. Kroll Issuer Services Limited is acting
as Tender Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers:
BNP Paribas HSBC Bank plc Merrill Lynch International
16, boulevard des 8 Canada Square 2 King Edward Street
Italiens London E14 5HQ London EC1A 1HQ
75009 Paris United Kingdom United Kingdom
France
Telephone: +44 20 Telephone: +44 20
Telephone: +33 1 7992 6237 7996 5420
55 77 78 94 Attention: Attention: Liability Attention: Liability
Liability Management Management, DCM Management Group
Group Email: LM_EMEA@hsbc.com Email: DG.LM-EMEA@bofa.com
Email: liability.management@bnpparibas.com
Questions and requests for assistance in connection with Tender
Instructions, and requests for documents or materials relating to
the Offer, may be directed to Tender Agent:
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Telephone: +44 20 7704 0880
Attention: Harry Ringrose
Email: royallondon@is.kroll.com
Website: https://deals.is.kroll.com/royallondon
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 each of the Guarantor, 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 constitutes an offer to buy or a
solicitation of an offer to sell the Notes in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer and any Dealer
Manager or any of their respective affiliates is such a licensed
broker or dealer in any such jurisdiction, the Offer shall be
deemed to be made by such Dealer Manager or such affiliate, as the
case may be, on behalf of the Guarantor in such jurisdiction.
In addition to the representations referred to below in respect
of the United States, each holder of Notes participating in the
Offer will also be deemed to give certain representations as to
being a Noteholder and generally as set out the Tender Offer
Memorandum under the heading "Procedures for Participating in the
Offer". Any offer of Notes for purchase pursuant to the Offer from
a Noteholder that is unable to make these representations will not
be accepted. Each of the Guarantor, the Dealer Managers and the
Tender Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to the Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and
as a result the Guarantor determines (for any reason) that such
representation is not correct, such tender shall not be
accepted.
United States
The Offer is 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. Accordingly, copies of this announcement,
the Tender Offer Memorandum and any other documents or materials
relating to the Offer 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 a U.S. Person and
the Notes cannot be tendered in the Offer by any such use, means,
instrumentality or facility or from or within or by persons located
or resident in the United States. Any purported tender of Notes in
the 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, a U.S. Person,
by any person acting for the account or benefit of a U.S. Person,
or by 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.
Neither this announcement nor the Tender 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
Each Noteholder participating in the Offer will represent that
it is not a U.S. Person, is not located in the United States and is
not participating in the 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 the
Offer from the United States and who 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
(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
This announcement and the Tender Offer Memorandum have been
issued by the Guarantor, which is regulated by the Bank of
England's Prudential Regulation Authority (" PRA ") and the
Financial Conduct Authority (" FCA "), and are being distributed
only to existing holders of the Notes, those holders being
investment professionals and high net worth
companies/unincorporated associations, as defined or described in
the Financial Services and Markets Act 2000 (Financial Promotions)
Order 2005 or other persons to whom they can lawfully be
communicated under that order. It is not addressed to or directed
at any other person, including any retail clients within the
meaning of the FCA rules and such other persons should not act or
rely on them. Recipients of this announcement and/or the Tender
Offer Memorandum should note that the Guarantor is acting on its
own account in relation to the Offer and will not be responsible to
any other person for providing the protections afforded to clients
of the Guarantor or for providing advice in relation to the
Offer.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer 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. Noteholders or beneficial
owners of the Notes that are located in Italy may tender their
Notes in the Offer through authorised persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Legislative Decree No.
58 of 24 February 1998, as amended, Commissione Nazionale per le
Società e la Borsa (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 and/or the Offer.
France
The Offer is not being made, and this announcement, the Tender
Offer Memorandum and any other offering material relating to the
Offer may not be distributed, directly or indirectly, in the
Republic of France except to qualified investors (investisseurs
qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129,
as amended.
Disclaimer
The Dealer Managers do not take responsibility for the contents
of this announcement and none of the Guarantor, the Dealer
Managers, the Tender Agent, or any of their respective directors,
employees or affiliates makes any representation or recommendation
whatsoever regarding the Offer or any recommendation as to whether
holders of Notes should tender Notes in the Offer. This
announcement must be read in conjunction with the Tender Offer
Memorandum. No offer to acquire any Notes is being made pursuant to
this notice. Any such invitation is only being made in the Tender
Offer Memorandum (on the terms described therein) and any tender of
Notes should be made solely on the basis of information contained
in 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 Offer. If
any holder of Notes is in any doubt as to the action it should
take, it is recommended to seek its own financial, legal and any
other advice, including in respect of any financial, accounting,
regulatory, legal and tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser.
None of the Guarantor, RL Finance Bonds No. 2 plc, the Dealer
Managers or the Tender Agent, nor any of their respective
directors, officers, employees, agents, advisers or affiliates
makes any recommendation to any Noteholder as to whether the
Noteholder should tender its Notes, or refrain from taking any
action in the Offer with respect to any of such Noteholder's Notes,
and none of them has authorised any person to make any such
recommendation.
New Notes
For the avoidance of doubt, the ability to purchase New Notes is
subject to all applicable securities laws and regulations in force
in any relevant jurisdiction (including the jurisdiction of the
relevant Noteholder and the selling restrictions and, if
applicable, the exemption wording, that will be set out in the
Preliminary Admission Particulars and (once published) the
Admission Particulars). It is the sole responsibility of each
Noteholder to satisfy itself that it is eligible to purchase the
New Notes.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the Admission
Particulars and no reliance is to be placed on any representations
other than those contained in the Admission Particulars. Subject to
compliance with all applicable securities laws and regulations, the
Preliminary Admission Particulars dated 15 May 2023 (the
"Preliminary Admission Particulars") is available from the Dealer
Managers, in their capacity as joint lead managers of the issue of
the New Notes (the "Joint Lead Managers"), on request. Noteholders
who may wish to subscribe for New Notes should carefully consider
all of the information in the Preliminary Admission Particulars and
(once published) the Admission Particulars, including (but not
limited to) the risk factors therein.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in this announcement or the Tender Offer
Memorandum constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other
jurisdiction. The New Notes may not be offered, sold or delivered
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, within the United States or to,
or for the account or benefit of, U.S. persons.
In Canada, the New Notes may be sold only to purchasers
purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations.
Compliance information for the New Notes: UK MiFIR -
professionals / eligible counterparties only / No EEA or UK PRIIPs
KID / UK FCA CoCo restriction - UK MiFIR manufacturer target market
is eligible counterparties and professional clients only (all
distribution channels). No EEA or UK PRIIPs KID has been or will be
prepared as no sales to EEA or UK retail investors. No sales to
retail clients (as defined in COBS 3.4) in the UK. See the
Preliminary Admission Particulars and (once published) the
Admission Particulars for further information.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
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 AND REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018.
This announcement is made by the Guarantor 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 Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by
Royal London Management Services Limited, company secretary of the
Guarantor.
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END
TENFLFLDEDIDLIV
(END) Dow Jones Newswires
May 17, 2023 13:23 ET (17:23 GMT)
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