TIDM55TM
RNS Number : 7232R
Shawbrook Group PLC
01 July 2020
Shawbrook Group plc (LEI: 21380071539WSMTM4410) Announces Tender
Offer
for its GBP75,000,000 8.50 per cent. Fixed Rate Reset Callable
Subordinated Notes due 2025
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 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 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 OR THE DISTRICT OF COLUMBIA
OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW)
1 July 2020 . Shawbrook Group plc (the Offeror) announces today
an invitation to holders of its GBP75,000,000 8.50 per cent. Fixed
Rate Reset Callable Subordinated Notes due 2025 (ISIN:
XS1303933573) (the Notes) to tender such Notes for purchase by the
Offeror for cash (such invitation, the Offer). The Offer is being
made on the terms and subject to the conditions contained in the
tender offer memorandum dated 1 July 2020 (the Tender Offer
Memorandum) prepared by the Offeror, and is subject to the offer
restrictions set out below and as more fully described in the
Tender Offer Memorandum.
For detailed terms of the Offer, please refer to the Tender
Offer Memorandum, copies of which are (subject to distribution
restrictions) available from the Tender Agent as set out below.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
Rationale for the Offer
The purpose of the Offer is, in conjunction with the Offeror's
issue of the New Notes (as described below), to optimise and extend
the debt maturity profile of the Offeror's subordinated capital
securities. Furthermore, the Offer will provide liquidity to those
holders whose Notes are accepted in the Offer. Notes purchased by
the Offeror will be cancelled and will not be re-issued or
re-sold.
Summary of the Offer
A summary of certain of the terms of the Offer appears
below:
Description Optional ISIN / Outstanding Amount subject
of the Notes Redemption Date Common Code Principal Amount Purchase Price to the Offer
------------------- ------------------- ------------------- ------------------- ----------------- ---------------
GBP75,000,000 28 October 2020 XS1303933573 / GBP75,000,000 100.00 per cent. Any and all
8.50 per cent. 130393357
Fixed Rate Reset
Callable
Subordinated Notes
due 2025
Details of the Offer
Purchase Price and Accrued Interest
The Offeror will pay, for Notes accepted by it for purchase
pursuant to the Offer, a cash purchase price equal to 100.00 per
cent. of the principal amount of the relevant Notes (the Purchase
Price).
The Offeror will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offer.
No Pro Rata Scaling
If the Offeror decides to accept valid tenders of Notes for
purchase pursuant to the Offer, it will accept for purchase any and
all of the Notes that are validly tendered, with no pro rata
scaling.
New Issue Condition
The Offeror also announces its intention to issue a series of
new Pounds Sterling-denominated fixed rate reset callable
subordinated notes (the New Notes), subject to market
conditions.
Preliminary listing particulars (the Preliminary Listing
Particulars) dated 24 June 2020, prepared by the Offeror in
connection with the proposed issue of the New Notes are available
to eligible investors for viewing on the Investor page of the
Offeror's website (at http://www.shawbrook.co.uk/investors). The
Offeror has made available a limited selection of unaudited Key
Performance Indicators at pages 98 to 103 (inclusive) of the
Preliminary Listing Particulars.
Whether the Offeror will purchase any Notes validly tendered in
the Offer is conditional, without limitation, on the successful
completion (in the sole determination of the Offeror) of the
offering of the New Notes (the New Issue Condition). As at the date
of this announcement, the Offeror expects the New Issue Condition
to be satisfied upon receipt by the Offeror of the net proceeds of
issue of the New Notes.
Even if the New Issue Condition is satisfied, the Offeror is
under no obligation to accept for purchase any Notes validly
tendered pursuant to the Offer. The acceptance for purchase by the
Offeror of Notes tendered pursuant to the Offer is at the sole
discretion of the Offeror and tenders may be rejected by the
Offeror for any reason.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the Preliminary
Listing Particulars, and no reliance is to be placed on any
representations other than those contained in the Preliminary
Listing Particulars.
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. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of, the United States Securities Act
of 1933, as amended (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 (as defined in Regulation S under the
Securities Act).
Compliance information for the New Notes: MiFID II professional
clients/eligible counterparties only (all distribution channels);
No sales to EEA and UK retail investors (no key information
document has been or will be prepared) - see the Preliminary
Listing 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.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest Payment pursuant to, the
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 4.00 p.m.
(London time) on 7 July 2020, unless extended, re-opened, amended
and/or terminated as provided in the Tender Offer Memorandum.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
principal amount of Notes of no less than GBP100,000, being the
minimum denomination of the Notes, and may be submitted in integral
amounts of GBP1,000 thereafter. Tender Instructions which relate to
a principal amount of Notes of less than the minimum denomination
will be rejected.
Indicative Timetable for the Offer
Events Times and Dates
----------------------------------------------------------------- -------------------------------------------------
Commencement of the Offer
Announcement of Offer and intention of the Offeror to issue the 1 July 2020
New Notes. Tender Offer Memorandum
available from the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the 4.00 p.m. (London time) on 7 July 2020
Tender Agent in order for Noteholders
to be able to participate in the Offer.
Announcement of Results
Announcement by the Offeror of whether it will accept (subject As soon as reasonably practicable on 8 July 2020
to satisfaction (or waiver)
of the New Issue Condition on or prior to the Settlement Date)
valid tenders of Notes pursuant
to the Offer and, if so, the aggregate principal amount of Notes
validly tendered.
Settlement Date
Subject to the satisfaction (or waiver) of the New Issue 10 July 2020
Condition, expected Settlement Date
for the Offer.
The Offeror may, in its sole discretion, extend, re-open, amend,
waive any condition of and/or terminate the Offer at any time
(subject to applicable law and as provided in the Tender Offer
Memorandum) and the above times and dates are subject to the right
of the Offeror to so extend, re-open, amend, waive any condition of
and/or terminate the Offer. 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, the Offer by the deadlines set out above. 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 set out above and in the Tender Offer
Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made by the Offeror (i) by publication via RNS and
(ii) by the delivery of notices to the Clearing Systems for
communication to Direct Participants. Such announcements may also
be made on the relevant Reuters Insider Screen and/or by the issue
of a press release to a Notifying News Service. Copies of all such
announcements, press releases and notices can also be obtained upon
request from the Tender Agent, the contact details for which are
below. Significant delays may be experienced where notices are
delivered to the Clearing Systems and Noteholders are urged to
contact the Tender Agent for the relevant announcements during the
course of the Offer. In addition, Noteholders may contact the
Dealer Managers for information using the contact details
below.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
ABN AMRO Bank N.V. and Deutsche Bank AG, London Branch are
acting as Dealer Managers for the Offer and Deutsche Bank AG,
London Branch is acting as Tender Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers.
Dealer Managers
ABN AMRO Bank N.V. Deutsche Bank AG, London Branch
Gustav Mahlerlaan 10 Winchester House
1082 PP Amsterdam 1 Great Winchester Street
The Netherlands London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 8011
Telephone: +31 20 3836928 Attention: Liability Management Group
Email: liabilitymanagement@nl.abnamro.com
Attention: Debt Capital Markets
Questions and requests for assistance in connection with the
procedures for participating in the Offer, including the delivery
of Tender Instructions, may be directed to the Tender Agent.
The Tender Agent
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7547 5000
Attention: CT - Trust & Agency Services
Email: xchange.offer@db.com
This announcement is released by Shawbrook Group 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 Offer described above. For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Daniel Rushbrook, General Counsel and
Company Secretary at Shawbrook Group plc.
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 Offer. If
any Noteholder is in any doubt as to the contents of this
announcement and/or the Tender Offer Memorandum or the action it
should take, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, immediately
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 must contact such
entity if it wishes to tender such Notes pursuant to the Offer.
None of the Offeror, the Dealer Managers or the Tender Agent, or
any director, officer, employee, agent or affiliate of any such
person, is acting for any Noteholder, or will be responsible to any
Noteholder for providing any protections which would be afforded to
its clients or for providing advice in relation to the Offer, and
accordingly none of the Offeror, the Dealer Managers or the Tender
Agent, or any director, officer, employee, agent or affiliate of
any such person, makes any recommendation as to whether Noteholders
should tender Notes in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in the Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or to participate in the Offer
under applicable securities laws. 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
come(s) are required by each of the Offeror, 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 (and tenders of Notes in the Offer 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 the Offer to
be made by a licensed broker or dealer and either of the Dealer
Managers 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 Offeror in such jurisdiction.
Nothing in this announcement nor the Tender Offer Memorandum or
the electronic transmission thereof constitutes an offer to sell or
the solicitation of an offer to buy the New Notes in the United
States or any other jurisdiction.
United States. The Offer is not being made, and will not be
made, directly or indirectly in or into, or by use of the mails 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. 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 Offer 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 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 any 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 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. Neither this announcement nor the Tender
Offer Memorandum is an offer to buy or sell, or a solicitation of
an offer to sell or buy, any Notes or other securities in the
United States. 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, any U.S. person (as defined in Regulation S of the
Securities Act). Each holder of Notes participating in the Offer
will represent that it is not located in the United States and it
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. For the purposes of this paragraph,
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 Offer 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 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)), persons who are within Article 43 of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
Italy. None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offer is being carried out in
the Republic of Italy (Italy) as an exempted offer 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, letter b) of CONSOB Regulation No.
11971 of 14 May 1999, as amended. Holders or beneficial owners of
the Notes that are located in Italy can tender their Notes for
purchase 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 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 and the Offer.
France . The Offer is not being made, directly or indirectly, to
the public in the Republic of France (France). None of this
announcement, the Tender Offer Memorandum or any other document or
material relating to the Offer has been or shall be distributed to
the public in France and only qualified investors, as defined in
Article 2(e) of Regulation (EU) 2017/1129, are eligible to
participate in the Offer. Neither this announcement nor the Tender
Offer Memorandum have been or will be submitted for clearance to or
approved by the Autorité des Marchés Financiers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENUPUWGMUPUGUG
(END) Dow Jones Newswires
July 01, 2020 06:15 ET (10:15 GMT)
Shawbrook 25 (LSE:55TM)
過去 株価チャート
から 10 2024 まで 10 2024
Shawbrook 25 (LSE:55TM)
過去 株価チャート
から 10 2023 まで 10 2024
