10 Mar 2010 10:16
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY (See "Invitation and Distribution Restrictions" below).
LEEDS BUILDING SOCIETY £40,000,000 FIXED RATE SUBORDINATED NOTES DUE 2015 (ISIN: XS0214323429)
Leeds Building Society ("Leeds") hereby invites holders of its £40,000,000 Fixed Rate Subordinated Notes due 2015 (of which £39,500,000 in aggregate nominal amount is currently outstanding) (the "Notes") to offer any and all of their Notes to Leeds for purchase for cash at a price equal to £910 per £1,000 in nominal amount of Notes plus interest accrued and unpaid on the Notes from and including 9 March 2010 to but excluding the Settlement Date (as defined below) (the "Invitation").
The purchase of the Notes at a discount will generate a gain which will benefit Leeds' core Tier 1 capital base. Although the repurchase will reduce the amount of Leeds' Tier 2 regulatory capital it will not materially affect the overall capital position from either a regulatory or rating agency perspective.
The Invitation will be open until 3.00 p.m., London time on 16 March 2010 (the "Expiration Date").
Holders of Notes wishing to offer their Notes for purchase by Leeds pursuant to the Invitation should contact either their sales representative at Commerzbank Aktiengesellschaft ("Commerzbank") or the Commerzbank liability management desk (contact details below).
An offer of Notes for purchase by a holder of Notes pursuant to the Invitation will be deemed to have been validly made upon receipt by Commerzbank of a completed offer confirmation form by 3.00 p.m., London time on the Expiration Date. Offer confirmation forms can be obtained from Commerzbank.
On 17 March 2010, Leeds will announce whether it intends to accept offers of Notes for purchase. If Leeds does accept any such offers of Notes, it will accept all valid offers of Notes for purchase received by Commerzbank pursuant to the Invitation.
Settlement is expected to take place on 19 March 2010 (the "Settlement Date").
For the avoidance of doubt, the Invitation is an invitation to treat by Leeds and any references to any invitation being made by Leeds shall be construed accordingly.
Contacts:
Commerzbank Aktiengesellschaft
Liability Management DeskTel: +44 207 475 4974
Email: liability.management@commerzbank.com
Leeds Building Society Paul Riley
Tel: +44 (0) 113 225 7525
Dated 10 March 2010
General
Holders of the Notes are advised to check with the bank, securities broker, or other intermediary through which they hold their Notes to ensure their Notes can be offered for purchase to Leeds in accordance with the deadline specified above.
This Notice contains important information which must be read carefully before any decision is made with respect to the Invitation. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own 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 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 offer Notes in the Invitation.
Neither Leeds nor Commerzbank Aktiengesellschaft ("Commerzbank") makes any recommendation as to whether holders of Notes should offer Notes in the Invitation, and no person has been authorised by any of them to make such a recommendation. Holders of Notes must make their own decisions as to whether or not to offer Notes.
Commerzbank is entitled to hold positions in the Notes either for its own account or for the account, directly or indirectly, of third parties. Commerzbank is entitled to continue to hold or dispose of, in any manner it may elect, any Notes it may hold as at the date of this Notice or, from such date, to acquire further Notes, subject to applicable law and may or may not submit offers to exchange in respect of such Notes. No such submission or non-submission by Commerzbank should be taken by any holder of Notes or any other person as any recommendation or otherwise by Commerzbank, as to the merits of offering their Notes.
Whether or not any Notes are purchased pursuant to the Invitation, Commerzbank, Leeds and their affiliates may, to the extent permitted by applicable law, continue to acquire, from time to time during or after the Invitation, Notes other than pursuant to the Invitation, including through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as they may determine, which may be more or less than the prices to be paid pursuant to the Invitation and could be for cash or other consideration or otherwise on terms more or less favourable than those contemplated in the Invitation.
Invitation and Distribution Restrictions
The distribution of this Notice in certain jurisdictions may be restricted by law. Persons into whose possession this Notice comes are required by Commerzbank to inform themselves about, and to observe, any such restrictions.
This Notice does not constitute an offer to buy or a solicitation of an offer to sell any Notes.
Offers of Notes pursuant to the Invitation will not be accepted from holders of Notes in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Invitation to be made by a licensed broker or dealer and Commerzbank or any of its respective affiliates are such licensed brokers or dealers in such jurisdictions, the Invitation shall be deemed to be made by Commerzbank or an affiliate, as the case may be, on behalf of Leeds in such jurisdictions.
The Invitation 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 (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and the Notes may not be offered in the Invitation 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 Notice and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to persons located or resident in the United States. Any purported offer of Notes in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and offers 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 not be accepted. For the purposes of this paragraph, "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.
Each holder of Notes participating in the Invitation will represent that it is not located in the United States and is not participating in the Invitation 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 such Invitation from the United States.
The Invitation is not being made in the Republic of Italy ("Italy"). The Invitation and this Notice have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) and/or the Bank of Italy pursuant to Italian laws and regulations. Accordingly, the Invitation is not addressed to holders of Notes who are Italian residents and/or persons located or resident in Italy. None of this Notice nor any other documents or materials relating to the Invitation or the Notes may be distributed or made available in Italy.
The communication of this Notice and any other documents or materials relating to the Invitation 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 and the Invitation are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within 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 "Order")) or to other persons to whom it may lawfully be communicated in accordance with the Order.
Neither this Notice nor any other documents or materials relating to the Invitation have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Invitation may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (as amended or replaced from time to time). Accordingly, the Invitation may not be advertised and the Invitation will not be extended, and neither this Notice nor any other documents or materials relating to the Invitation (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 (as amended or replaced from time to time) (the "Belgian Public Offer Law"), acting on their own account. Insofar as Belgium is concerned, this announcement has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Invitation. Accordingly, the information contained in this Notice may not be used for any other purpose or disclosed to any other person in Belgium.
The Invitation is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor any other documents or materials relating to the Invitation have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de parte feuille power compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are eligible to participate in the Invitation. None of this Notice nor any other offering material or information relating to the Invitation has been and will be submitted to or approved by the Autorité des Marchés Financiers.