Last checked at 6 Dec 2012 11:11
SEGRO plc Announces Indicative Results of Tender Offers for its
£150,000,000 6.25 per cent. Notes due 2015,
£150,000,000 5.25 per cent. Bonds due 2015
and £210,000,000 6 per cent. Bonds due 2019
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT
6 December 2012. SEGRO plc (the Company) announces today the indicative results of its invitation to holders of its outstanding £150,000,000 6.25 per cent. Notes due 2015 (the September 2015 Notes), its outstanding £150,000,000 5.25 per cent. Bonds due 2015 (the October 2015 Bonds) and its outstanding £210,000,000 6 per cent. Bonds due 2019 (the 2019 Bonds and, together with the September 2015 Notes and the October 2015 Bonds, theSecurities) to tender their Securities for purchase by the Company for cash (each such invitation an Offer and together the Offers).
The Offers were announced on 28 November 2012, and each Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 28 November 2012 (the Tender Offer Memorandum) prepared by the Company. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 5 December 2012.
In the event that the Company decides to accept valid tenders of September 2015 Notes, October 2015 Bonds and/or 2019 Bonds pursuant to the Offers, the Company expects to set the Final Acceptance Amount at £112,629,000.
Indicative Results of the Offer for the September 2015 Notes
As at the Expiration Deadline, £49,877,000 in aggregate nominal amount of September 2015 Notes had been tendered for purchase pursuant to Non-Competitive Tender Instructions, and £9,261,000 in aggregate nominal amount of September 2015 Notes had been tendered for purchase pursuant to Competitive Tender Instructions.
In the event that the Company decides to accept valid tenders of September 2015 Notes pursuant to the Offers, the Company expects to set the Series Acceptance Amount in respect of the September 2015 Notes at £49,877,000 and expects to set the September 2015 Notes Purchase Spread at the Maximum Purchase Spread in respect of the 2015 Notes, being +170 bps.
Accordingly, the Company expects to accept for purchase all September 2015 Notes tendered pursuant to valid Non-Competitive Tender Instructions in full (with no scaling), and does not expect to accept for purchase any September 2015 Notes tendered pursuant to Competitive Tender Instructions.
Final pricing for the Offer in respect of the September 2015 Notes will take place at or around 2.00 p.m. (London time) today, 6 December 2012 (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of September 2015 Notes pursuant to such Offer and, if so accepted, (a) the Final Acceptance Amount, (b) the Series Acceptance Amount in respect of the September 2015 Notes, (c) the 2015 Benchmark Security Rate, (d) the September 2015 Notes Purchase Spread, (e) the September 2015 Notes Purchase Yield, (f) the Purchase Price in respect of the September 2015 Notes and (g) the Scaling Factor in respect of the September 2015 Notes (if applicable).
Indicative Results of the Offer for the October 2015 Bonds
As at the Expiration Deadline, £31,056,000 in aggregate nominal amount of October 2015 Bonds had been tendered for purchase pursuant to Non-Competitive Tender Instructions, and £37,166,000 in aggregate nominal amount of October 2015 Bonds had been tendered for purchase pursuant to Competitive Tender Instructions.
In the event that the Company decides to accept valid tenders of October 2015 Bonds pursuant to the Offers, the Company expects to set the Series Acceptance Amount in respect of the October 2015 Bonds at £31,056,000 and expects to set the October 2015 Bonds Purchase Spread at the Maximum Purchase Spread in respect of the October 2015 Bonds, being +170 bps.
Accordingly, the Company expects to accept for purchase all October 2015 Bonds tendered pursuant to valid Non-Competitive Tender Instructions in full (with no scaling), and does not expect to accept for purchase any October 2015 Bonds tendered pursuant to Competitive Tender Instructions.
Final pricing for the Offer in respect of the October 2015 Bonds will take place at the Pricing Time. As soon as reasonably practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of October 2015 Bonds pursuant to such Offer and, if so accepted, (a) the Final Acceptance Amount, (b) the Series Acceptance Amount in respect of the October 2015 Bonds, (c) the 2015 Benchmark Security Rate, (d) the October 2015 Bonds Purchase Spread, (e) the October 2015 Bonds Purchase Yield, (f) the Purchase Price in respect of the October 2015 Bonds and (g) the Scaling Factor in respect of the October 2015 Bonds (if applicable).
Indicative Results of the Offer for the 2019 Bonds
As at the Expiration Deadline, £31,696,000 in aggregate nominal amount of 2019 Bonds had been tendered for purchase pursuant to Non-Competitive Tender Instructions, and £95,068,000 in aggregate nominal amount of 2019 Bonds had been tendered for purchase pursuant to Competitive Tender Instructions.
In the event that the Company decides to accept valid tenders of 2019 Bonds pursuant to the Offers, the Company expects to set the Series Acceptance Amount in respect of the 2019 Bonds at £31,696,000 and expects to set the 2019 Bonds Purchase Spread at the Maximum Purchase Spread in respect of the 2019 Bonds, being +195 bps.
Accordingly, the Company expects to accept for purchase all 2019 Bonds tendered pursuant to valid Non-Competitive Tender Instructions in full (with no scaling), and does not expect to accept for purchase any 2019 Bonds tendered pursuant to Competitive Tender Instructions.
Final pricing for the Offer in respect of the 2019 Bonds will take place at the Pricing Time. As soon as reasonably practicable after the Pricing Time, the Company will announce whether it will accept valid tenders of 2019 Bonds pursuant to such Offer and, if so accepted, (a) the Final Acceptance Amount, (b) the Series Acceptance Amount in respect of the 2019 Bonds, (c) the 2019 Benchmark Security Rate, (d) the 2019 Bonds Purchase Spread, (e) the 2019 Bonds Purchase Yield, (f) the Purchase Price in respect of the 2019 Bonds and (g) the Scaling Factor in respect of the 2019 Bonds (if applicable).
HSBC Bank plc, Lloyds TSB Bank plc and The Royal Bank of Scotland plc are acting as Dealer Managers for the Offers and Lucid Issuer Services Limited is acting as Tender Agent.
The Dealer Managers | ||
HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Telephone: +44 20 7992 6237 Attention: Liability Management Group Email: liability.management@hsbcib.com | Lloyds TSB Bank plc 10 Gresham Street London EC2V 7AE United Kingdom Telephone: +44 20 7158 3981 Attention: Liability Management Group Email: liability.management@lloydsbanking.com | The Royal Bank of Scotland plc 135 Bishopsgate London EC2M 3UR United Kingdom Telephone: +44 20 7085 5991 Attention: Liability Management Group Email: liabilitymanagement@rbs.com |
The Tender Agent | ||
Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom
Telephone: +44 20 7704 0880 Attention: Thomas Choquet / David Shilson Email: segro@lucid-is.com | ||
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. 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 Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.