Last checked at 4 Oct 2017 08:25
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.
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 (the United States) OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
SEGRO plc (the Company)
LEI: 213800XC35KGM9NFC641
4 October 2017
SEGRO plc ANNOUNCES INDICATIVE RESULTS OF THE TENDER OFFERS
On 25 September 2017, SEGRO plc (the Company) launched separate invitations to holders of its outstanding (a) 6.750 per cent. Notes due 2021 (ISIN: XS0469028319) (the 2021 Notes), (b) 7.000 per cent. Notes due 2022 (ISIN: XS0125077122) (the 2022 Notes), (c) 6.750 per cent. Notes due 2024 (ISIN: XS0107099466) (the 2024 Notes), (d) 6.000 per cent. Notes due 2019 (ISIN: XS0179346274) (the 2019 Notes); and (e) 5.625 per cent. Notes due 2020 (ISIN: XS0236149877) (the 2020 Notes) (the 2021 Notes, the 2022 Notes, the 2024 Notes, the 2019 Notes and the 2020 Notes, together the Notes and each a Series), to tender their Notes for purchase by the Company for cash (each an Offer and together, the Offers), subject to applicable offer and distribution restrictions.
Capitalised terms used and not otherwise defined in this announcement have the meanings given in the tender offer memorandum dated 25 September 2017 (the Tender Offer Memorandum).
The Company today announces that the indicative results of the Offers are as follows:
Description of the Notes | Coupon | ISIN / Common Code | Aggregate Principal Amount of Notes tendered | Aggregate Principal Amount of Notes expected to be accepted for purchase | Indicative Scaling Factor (per cent.) |
2021 Notes | 6.750 per cent. | XS0469028319 / 046902831 | £220,697,000 | £220,697,000 | Not Applicable |
2022 Notes | 7.000 per cent. | XS0125077122 / 012507712 | £110,876,000 | £110,876,000 | Not Applicable |
2024 Notes | 6.750 per cent. | XS0107099466 / 010709946 | £142,628,000 | £142,628,000 | Not Applicable |
2019 Notes | 6.000 per cent. | XS0179346274 / 017934627 | £75,346,000 | £75,346,000 | Not Applicable |
The Company does not intend to accept any of the 2020 Notes tendered pursuant to the Offer.
The Company also announces that it has decided to increase the Maximum Acceptance Amount to £549,547,000.
The Company will announce the final aggregate principal amount of Notes of each Series accepted for purchase and the final scaling factors (subject to satisfaction or waiver of the New Issue Condition), as soon as reasonably practicable after the Pricing Time.
The Offers remain subject to the conditions and restrictions set out in the Tender Offer Memorandum. The Company is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Company of Notes tendered pursuant to the Offers is at the sole discretion of the Company and tenders may be rejected by the Company for any reason. In addition, the Company may, in its sole discretion, extend, re-open, amend or waive any condition of or terminate any Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum).
Whether the Company will purchase any Notes validly tendered in the Offers is subject, without limitation, to the pricing of the issue of the New Notes and the signing by the Company and the respective Managers in respect of the New Issue of a subscription agreement for the purchase of, and subscription for, the New Notes (the New Issue Condition). The New Issue Condition may be waived by the Company.
The Purchase Price in relation to each Series of Notes is expected to be determined at or around 11.00 a.m. (London time) today in the manner further described in the Tender Offer Memorandum.
Subject to the satisfaction (or waiver) of the New Issue Condition, the expected Tender Offer Settlement Date is 11 October 2017.
Full details concerning the Offers are set out in the Tender Offer Memorandum.
Questions and requests for assistance in connection with the Offers, may be directed to the Dealer Managers and the Tender Agent, the contact details for both of which are set out below.
HSBC Bank plc (Telephone: +44 (0) 20 7992 6237; Attention: Liability Management Group; Email: LM_EMEA@hsbc.com), Lloyds Bank plc (Telephone+44 (0) 20 7158 1721; Attention: Liability Management Group; Email: liability.management@lloydsbanking.com) and Banco Santander, S.A. (Telephone+44 (0) 20 7756 6909 / 6646; Attention: Liability Management; Email: tommaso.grospietro@santandergcb.com / king.cheung@santandergcb.com) are acting as Dealer Managers, The Royal Bank of Scotland plc (trading as NatWest Markets) is acting as Co Dealer Manager and Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: David Shilson; Email: segro@lucid-is.com) is acting as Tender Agent.
This announcement is released by SEGRO 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 Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Elizabeth Blease, Group Company Secretary of SEGRO plc.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The Dealer Managers do not take responsibility for the contents of 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 come into are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Stephanie Murton
Legal Counsel
020 7451 9082