TIDMYBSC
RNS Number : 1094Y
Yorkshire Building Society
02 May 2023
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE
DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.
Yorkshire Building Society announces Tender Offer in respect of
its GBP275,000,000 Senior Non-Preferred Reset Notes due 2025 (ISIN:
XS1982838275) and proposed issue of new notes
2 May 2023 . Yorkshire Building Society (the Society) announces
today an invitation to eligible holders of its outstanding
GBP275,000,000 Senior Non-Preferred Reset Notes due 2025 (ISIN:
XS1982838275) (the Notes) to tender any and all of their Notes for
purchase by the Society for cash (the Offer), subject to the
satisfaction of the New Financing Condition (as defined below).
The Offer is being made on the terms and subject to the
conditions (including the New Financing Condition) contained in a
tender offer memorandum dated 2 May 2023 (the Tender Offer
Memorandum) prepared by the Society, and is subject to the offer
restrictions set out below and as more fully described in the
Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender and
Information Agent as set out below. Capitalised terms used in this
announcement but not defined herein have the meanings given to them
in the Tender Offer Memorandum.
Summary of the Offer
Description ISIN / Outstanding First Reset Benchmark Security Purchase Amount
of the Notes Common Code Nominal Amount Date Spread subject
to the
Offer
Senior Non-Preferred Reset Notes due 2025 XS1982838275 / 198283827 GBP275,000,000 18 April 2024 UKT 1% due 22 April 2024 140 bps Any and all
(ISIN: GB00BFWFPL34)
Rationale for the Offer
The purpose of the Offer is to provide liquidity to holders and
it is being made as part of the Society's active management of its
liability profile whilst issuing New Notes (as defined below). The
Society will continue to manage its outstanding liabilities for
value, including but not limited to economic considerations,
current and future regulatory value, relative funding cost, rating
agency considerations, regulatory developments and having regard to
the prevailing circumstances at the relevant time.
Notes purchased by the Society pursuant to the Offer are
expected to be cancelled and will not be re-issued or re-sold.
Notes which have not been validly submitted and/or accepted for
purchase pursuant to the Offer will remain outstanding.
Purchase Price and Accrued Interest
The Society will pay for any Notes validly tendered and accepted
for purchase by it pursuant to the Offer a purchase price (the
Purchase Price) to be determined at or around 11.00 a.m. (London
time) on 11 May 2023 (the Pricing Time) in the manner described in
the Tender Offer Memorandum by reference to the annualised sum
(such annualised sum, the Purchase Yield) of (i) the purchase
spread of 140 bps (the Purchase Spread) and (ii) the Benchmark
Security Rate.
The Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
the Notes accepted for purchase pursuant to the Offer (rounded to
the nearest 0.001 per cent., with 0.0005 per cent. rounded
upwards), and is intended to reflect a yield to the First Reset
Date (being 18 April 2024) of the Notes on the Settlement Date
equal to the Purchase Yield. Specifically, the Purchase Price will
equal (a) the value of all remaining payments of principal and
interest on the Notes up to and including the First Reset Date,
assuming all the Notes were redeemed at their nominal amount on
such date, discounted to the Settlement Date at a discount rate
equal to the Purchase Yield, minus (b) Accrued Interest.
The calculation of the Purchase Price will be determined by the
Dealer Managers (in consultation with the Society) at the Pricing
Time and such calculation will be final and binding on the relevant
Noteholders, absent manifest error.
The Society will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offer.
New Financing Condition
The Society announced on 2 May 2023 its intention to issue new
sterling denominated senior non-preferred notes (the New Notes).
Whether the Society will accept for purchase any Notes validly
tendered in the Offer and complete the Offer is subject, without
limitation, to the successful completion (in the sole determination
of the Society) of the issue of the New Notes (the New Financing
Condition).
The Society is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offer. The acceptance for
purchase by the Society of Notes tendered pursuant to the Offer is
at the sole discretion of the Society and tenders may be rejected
by the Society for any reason.
Allocation of the New Notes
When considering allocation of the New Notes, the Society may
give preference to those Noteholders who, prior to such allocation,
have validly tendered (or, if the New Issue Pricing Time occurs
prior to the Expiration Deadline, have given a firm indication to
the Society or any Dealer Manager that they intend to tender) their
Notes pursuant to the Offer. Therefore, a Noteholder who wishes to
subscribe for New Notes in addition to tendering its Notes for
purchase pursuant to the Offer may be eligible to receive, at the
sole and absolute discretion of the Society, priority in the
allocation of the New Notes, subject to the issue of the New Notes
and such Noteholder making a separate application for the purchase
of such New Notes to a Dealer Manager (in its capacity as a joint
lead manager of the issue of the New Notes) in accordance with the
standard new issue procedures of such joint lead manager. However,
the Society is not obliged to allocate the New Notes to a
Noteholder who has validly tendered or indicated a firm intention
to tender the Notes pursuant to the Offer and, if New Notes are
allocated, the nominal amount thereof may be less or more than the
nominal amount of Notes tendered by such holder and accepted by the
Society pursuant to the Offer.
All allocations of the New Notes, while being considered by the
Society as set out above, will be made in accordance with customary
new issue allocation processes and procedures. In the event that a
Noteholder validly tenders Notes pursuant to the Offer, such Notes
will remain subject to such tender and the conditions of the Offer
as set out in this announcement and the Tender Offer Memorandum
irrespective of whether that Noteholder receives all, part or none
of any allocation of New Notes for which it has applied.
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 for purchase by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender and Information
Agent by 4.00 p.m. (London time) on 10 May 2023 (unless extended,
re-opened, amended and/or terminated as provided in the Tender
Offer Memorandum) (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited
circumstances described in "Amendment and Termination" in the
Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of no less than GBP100,000, being the
minimum denomination of the Notes, and may be submitted in integral
multiples of GBP1,000 thereafter.
Indicative timetable for the Offer
The following sets out the expected times and dates of the key
events relating to the Offer. The times and dates below are
indicative only and subject to change.
Events Times and Dates
(All times are London time)
Commencement of the Offer
Announcement of Offer. Tender Offer Memorandum available 2 May 2023
from the Tender and Information Agent.
Commencement of the tender offer period.
Expiration Deadline*
Final deadline for receipt of valid Tender Instructions 4.00 p.m. on 10 May 2023
by the Tender and Information Agent
in order for Noteholders to be able to participate in the
Offer.
Pricing Time
Determination of the Benchmark Security Rate and
calculation of the Purchase Yield and the At or around 11.00 a.m. on 11 May 2023
Purchase Price.
Announcement of Results
Announcement of (i) whether the Society will accept As soon as reasonably practicable following the Pricing
(subject to satisfaction or waiver of Time
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, (ii)
the aggregate nominal amount of the
Notes accepted for purchase and (iii) the Benchmark
Security Rate, the Purchase Yield and
the Purchase Price.
Settlement Date
Subject to satisfaction or waiver of the New Financing 15 May 2023
Condition on or prior to such date,
payment of the Purchase Price and the Accrued Interest
Payment in respect of the Notes accepted
for purchase.
____
* Noteholders should note that the New Issue Pricing Time may
fall prior to or after the Expiration Deadline.
The Society may, in its sole discretion, extend, re-open, amend,
waive any condition of 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
Society to so extend, re-open, amend 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
before the deadlines specified in this announcement and the Tender
Offer Memorandum. The deadlines set by any such intermediary and
each Clearing System for the submission of Tender Instructions will
be earlier than the relevant deadlines specified above. For further
information, see the section "Procedures for Participating in the
Offer" of the Tender Offer Memorandum.
Announcements
Unless stated otherwise, announcements in connection with the
Offer will be made by the Society by (i) publication through RNS;
and (ii) the delivery of notices to the Clearing Systems for
communication to Direct Participants. Such announcements may also
be made (a) on the relevant Reuters Insider Screen and/or (b) 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 and Information Agent, the
contact details for which are set out below. Significant delays may
be experienced where notices are delivered to the Clearing Systems
and Noteholders are urged to contact the Tender and Information
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.
Further information
Questions and requests for assistance in connection with (i) the
Offer may be directed to the Dealer Managers, and (ii) the delivery
of Tender Instructions may be directed to the Tender and
Information Agent, the contact details for which are set out
below:
DEALER MANAGERS Barclays Bank PLC HSBC Bank plc
1 Churchill Place 8 Canada Square
London E14 5HP London E14 5HQ
United Kingdom United Kingdom
Telephone: +44 20 3134 8515 Telephone: +44 20 7992 6237
Attention: Liability Management Attention: Liability Management,
Group DCM
Email: eu.lm@barclays.com Email: LM_EMEA@hsbc.com
NatWest Markets Plc UBS AG London Branch
250 Bishopsgate 5 Broadgate
London EC2M 4AA London EC2M 2QS
United Kingdom United Kingdom
Telephone: +44 20 7678 5222 Telephone: +44 20 7568 1121
Attention: Liability Management Attention: Liability Management
Email: Group
liabilitymanagement@natwestmarkets.com Email: ol-liabilitymanagement-eu@ubs.com
TER AND INFORMATION AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: ybs@is.kroll.com
Website : https://deals.is.kroll.com/ybs
MARKET ABUSE REGULATION
This announcement is released by Yorkshire Building Society 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 domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (the EUWA) (UK MAR), encompassing information relating to the
Offer and proposed new issue of Notes described above. For the
purposes of UK MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 as it forms part of domestic law in the
United Kingdom by virtue of the EUWA, this announcement is made by
Duncan Asker, Director of Treasury of Yorkshire Building
Society.
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 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, 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 Society, the Dealer Managers or the
Tender and Information Agent or any of their respective directors,
officers, employees, agents, advisers or affiliates has made or
will make any assessment of the merits and risks of the Offer or of
the impact of the Offer on the interests of Noteholders either as a
class or individuals, and none of them makes any recommendation
whether Noteholders should tender Notes pursuant to the Offer. None
of the Society, the Dealer Managers or the Tender and Information
Agent (or any of their respective directors, officers, employees,
agents, advisers or affiliates) is providing Noteholders with any
legal, business, tax, financial, investment, accounting or other
advice in this announcement and/or the Tender Offer Memorandum
and/or in connection with the Offer. Noteholders should consult
with their own advisers as they consider appropriate to assist them
in taking decisions with respect to the Offer, including to
determine whether they are legally permitted to tender Notes
pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute 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 for there to be such
participation 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 the Tender Offer Memorandum comes
are required by each of the Society, the Dealer Managers and the
Tender and Information Agent to inform themselves about, and to
observe, any such restrictions.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities and the minimum denomination of the New Notes will be
GBP100,000 and integral multiples of GBP1,000.
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 and 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, or by any
person acting for the account or benefit of, 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 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 Offer, this announcement and the Tender
Offer Memorandum or any other documents or materials relating to
the Offer has 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. 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 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended. 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 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/or the Offer.
United Kingdom : This announcement and the Tender Offer
Memorandum have been issued by Yorkshire Building Society of
Yorkshire House, Yorkshire Drive, Bradford, West Yorkshire BD5 8LJ,
United Kingdom, which is authorised by the Prudential Regulation
Authority (the PRA) and regulated by the PRA and the Financial
Conduct Authority (the FCA). This announcement is directed, and the
Tender Offer Memorandum is being distributed, only to existing
holders of the Notes, and is only addressed to such existing
holders in the United Kingdom where they would (if they were
clients of the Society) be per se professional clients or per se
eligible counterparties of the Society within the meaning of the
FCA rules. Neither this announcement nor the Tender Offer
Memorandum is addressed to or directed at any persons who would be
retail clients within the meaning of the FCA rules and any such
persons should not act or rely on it. Recipients of this
announcement and the Tender Offer Memorandum should note that the
Society is acting on its own account in relation to the Offer and
will not be responsible to any other person for providing the
protections which would be afforded to clients of the Society or
for providing advice in relation to the Offer.
In addition, the communication of this announcement and 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, as amended. 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 as a financial promotion is only being made to,
and may only be acted upon by, 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)) or 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 (together,
relevant persons). Any investment or investment activity to which
this announcement and the Tender Offer Memorandum relates is
available only to relevant persons and will be engaged in only with
relevant persons (and is subject to other restrictions referred to
in the Financial Promotion Order).
France : The Tender Offer Memorandum, this announcement and any
other document or material relating to the Offer have only been and
shall only be distributed in France to qualified investors as
defined in Article 2(e) of Regulation (EU) 2017/1129. The Tender
Offer Memorandum and this announcement have not been nor will they
be submitted for clearance to nor approved by the Autorité des
Marchés Financiers.
Belgium : Neither this announcement nor the Tender Offer
Memorandum nor any other documents or materials relating to the
Offer have been submitted to or will be submitted for approval or
recognition to the Belgian Financial Services and Markets Authority
(Autoriteit voor financiële diensten en markten / Autorité des
services et marchés financiers) and, accordingly, the Offer may not
be made in Belgium by way of a public offering, as defined in
Articles 3 and 6 of the Belgian Law of 1 April 2007 on public
takeover bids as amended or replaced from time to time.
Accordingly, the Offer may not be advertised and the Offer will not
be extended, and neither this announcement nor the Tender Offer
Memorandum nor any other documents or materials relating to the
Offer (including any memorandum, information circular, brochure or
any similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other
than "qualified investors" in the sense of Article 10 of the
Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, acting on their own account. Insofar as
Belgium is concerned, this announcement and the Tender Offer
Memorandum have been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offer.
Accordingly, the information contained in this announcement and the
Tender Offer Memorandum may not be used for any other purpose or
disclosed to any other person in Belgium.
Switzerland : None of the Tender Offer Memorandum, this
announcement or any other offering or marketing material relating
to the Notes constitutes a prospectus as such term is understood
pursuant to article 652a or article 1156 of the Swiss Code of
Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange or any other regulated
trading facility in Switzerland.
None of the Tender Offer Memorandum, this announcement or any
other offering or marketing material relating to the Notes have
been, or will be, filed with or approved by any Swiss regulatory
authority.
None of the Tender Offer Memorandum, this announcement or any
other offering or marketing material relating to the Notes may be
publicly distributed or otherwise made publicly available in
Switzerland. The Tender Offer Memorandum is personal to the
recipient only and not for general circulation in Switzerland.
General : Neither this announcement nor the Tender Offer
Memorandum constitutes an offer to buy or the solicitation of an
offer to sell 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 any Dealer Manager or any of its
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 Society in such jurisdiction.
New Notes: Any investment decision to purchase any New Notes
should be made solely on the basis of the information contained in
the base prospectus dated 31 March 2023 in connection with the
Society's GBP5,000,000,000 Note Programme (the Prospectus) and the
final terms in respect of the New Notes, pursuant to which the New
Notes are intended to be issued, and no reliance is to be placed on
any representations other than those contained in the Prospectus.
Subject to compliance with all applicable securities laws and
regulations, the Prospectus is expected to be available from the
joint lead managers for the new issue on request. The New Notes are
not being, and will not be, offered or sold in the United States.
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 and UK MiFIR
product governance - eligible counterparties and professional
clients only (all distribution channels). PRIIPs Regulation and UK
PRIIPs Regulation - no sales to EEA or UK retail investors; no key
information document has been or will be prepared.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENGIGDUXUGDGXD
(END) Dow Jones Newswires
May 02, 2023 04:55 ET (08:55 GMT)
York Bsoc (LSE:YBSC)
過去 株価チャート
から 5 2024 まで 6 2024
York Bsoc (LSE:YBSC)
過去 株価チャート
から 6 2023 まで 6 2024