Last checked at 28 Nov 2012 09:14
SEGRO plc Announces Tender Offer 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 IN WHICH IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
28 November 2012. SEGRO plc (theCompany) announced today 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). Each Offer is being 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, 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 Dealer Managers and 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 Offers
The Offers are made in accordance with the Company's objectives to manage the sources and maturities of its debt funding and to achieve a lower running cost of debt.
The Securities
The September 2015 Notes were issued by the Company on 5 February 1999. Prior to 22 May 2007, the Company was called Slough Estates plc.
The October 2015 Bonds were issued by Brixton plc on 21 October 2005. The 2019 Bonds were issued by Brixton plc in two tranches on 19 November 2003 and 28 February 2005. The Company was substituted in place of Brixton plc, and assumed all of the obligations and liabilities of Brixton plc in respect of the October 2015 Bonds and the 2019 Bonds, pursuant to extraordinary resolutions of the holders of the respective Securities passed during meetings held on 6 December 2010.
Details of the Offers
In respect of each Series, the Company will pay for Securities of such Series accepted by it for purchase pursuant to the relevant Offer a price (each a Purchase Price) to be determined at or around 2.00 p.m. (London time) (the Pricing Time) on 6 December 2012 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to:
(a) in the case of the September 2015 Notes, the annualised sum (such sum, the September 2015 Notes Purchase Yield) of a purchase spread (the September 2015 Notes Purchase Spread) and the 2015 Benchmark Security Rate;
(b) in the case of the October 2015 Bonds, the sum (such sum, the October 2015 Bonds Purchase Yield) of a purchase spread (the October 2015 Bonds Purchase Spread) and the 2015 Benchmark Security Rate; and
(c) in the case of the 2019 Bonds, the sum (such sum, the 2019 Bonds Purchase Yield) of a purchase spread (the 2019 Bonds Purchase Spread) and the 2019 Bonds Benchmark Security Rate.
Each Purchase Price will be determined in accordance with market convention, and is intended to reflect a yield to maturity of the Securities of the relevant Series on the Settlement Date based on the relevant Purchase Yield.
Each Purchase Spread will be determined pursuant to a Modified Dutch Auction Procedure, as described in the Tender Offer Memorandum.
Under the Modified Dutch Auction Procedure, the Company will determine, in respect of each Series and in its sole discretion, following expiration of the relevant Offer, (i) the aggregate nominal amount of Securities of the relevant Series (if any) it will accept for purchase pursuant to the relevant Offer (each such amount, a Series Acceptance Amount) and (ii) a single Purchase Spread (expressed as a percentage) that it will use in the calculation of the Purchase Price for the Securities of such Series, taking into account the aggregate nominal amount of Securities of such Series tendered in the relevant Offer and the purchase spreads specified (or deemed to be specified) by tendering Holders.
The Purchase Spread applicable to a Series will be not more than the Maximum Purchase Spread for such Series set out in the table below, and will otherwise be the highest spread that will enable the Company to purchase the Series Acceptance Amount for such Series pursuant to the relevant Offer.
The Company currently proposes to accept for purchase pursuant to the Offers an aggregate amount of up to around £150,000,000, although the Company reserves the right, in its sole discretion, to accept less than or more than such amount for purchase pursuant to the Offers (the final amount accepted for purchase pursuant to the Offers being the Final Acceptance Amount). The Company will determine the allocation of the Final Acceptance Amount between each Series in its sole discretion, and reserves the right to accept significantly more or less (or none) of the Securities of any Series as compared to the other Series.
If the aggregate nominal amount of Securities of a Series tendered for purchase pursuant to the relevant Offer is greater than the Series Acceptance Amount for that Series, Securities of such Series may be accepted for purchase pursuant to the relevant Offer on a pro rata basis, as fully described in the Tender Offer Memorandum.
The Company will also pay an Accrued Interest Payment in respect of Securities accepted for purchase pursuant to the Offers.
A summary of certain of the terms of the Offers appears below:
ISIN/ Common Code | Outstanding Nominal Amount | Benchmark Security | Purchase Spread | Maximum Purchase Spread | Target Acceptance Amount | |
September 2015 Notes | XS0093802055 / 009380205 | £150,000,000 | 4.75 per cent. UK Treasury Stock due September 2015 (ISIN: GB0033280339) | To be determined pursuant to a modified Dutch auction | +170 bps | Subject asset out herein,up to around £150,000,000in aggregate nominal amount across all Series |
October 2015 Bonds | XS0231216549 / 023121654 | £139,269,000 | 4.75 per cent. UK Treasury Stock due September 2015 (ISIN: GB0033280339) | To be determined pursuant to a modified Dutch auction | +170 bps | |
2019 Bonds | XS0179346274 / 017934627 | £209,006,000 | 4.50 per cent. UK Treasury Stock due March 2019(ISIN: GB00B39R3F84) | To be determined pursuant to a modified Dutch auction | +195 bps |
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to, the relevant Offer, Holders must validly tender their Securities 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 5 December 2012. 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 nominal amount of Securities of the relevant Series of no less than the minimum denomination of such Series (being £1,000 in the case of the September 2015 Notes, £50,000 in the case of the October 2015 Bonds and £1,000 in the case of the 2019 Bonds), and may be submitted in integral multiples of £1,000 thereafter. Tender Instructions may be submitted on a competitive basis or a non-competitive basis, as further described in the Tender Offer Memorandum.
Indicative Timetable for the Offers
Events | Times and Dates (All times are London time) | |
Commencement of the Offers | ||
Offers announced. Tender Offer Memorandum available from the Dealer Managers and the Tender Agent | Wednesday, 28 November 2012 | |
Expiration Deadline | ||
Deadline for receipt of valid Tender Instructions by the Tender Agent in order for Holders to be able to participate in the Offers | 4.00 p.m. on Wednesday, 5 December 2012 | |
Announcement of Indicative Results | ||
Announcement by the Company of the aggregate nominal amount of Securities of each Series validly tendered in the Offers, together with a non-binding indication of the level at which it expects to set the Final Acceptance Amount, each Series Acceptance Amount and each Purchase Spread, and indicative details of any scaling of valid tenders of Securities of any Series for purchase that will be applied in the event that the Company decides to accept valid tenders of Securities pursuant to the Offers | Thursday, 6 December 2012 at or around 11.00 a.m. | |
Pricing Date and Pricing Time | ||
Determination of the 2015 Benchmark Security Rate, the 2019 Benchmark Security Rate, each Purchase Yield and each Purchase Price | Thursday, 6 December 2012 at or around 2.00 p.m. | |
Announcement of Results and Pricing | ||
Announcement of whether the Company will accept for purchase Securities validly tendered pursuant to any or all of the Offers and, if so accepted, the Final Acceptance Amount, each Series Acceptance Amount, the 2015 Benchmark Security Rate, the 2019 Benchmark Security Rate, each Purchase Spread, each Purchase Yield, each Purchase Price and any Scaling Factor (if applicable) | As soon as reasonably practicable after the Pricing Time on the Pricing Date | |
Settlement Date | ||
Expected Settlement Date for the Offers | Friday, 7 December 2012 |
The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any 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 Company to so extend, re-open, amend and/or terminate the Offers.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers 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 Offers will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be found on the relevant Reuters Insider Screen and be made 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 Holders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. In addition, Holders may contact the Dealer Managers for information using the contact details below.
Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.
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.
Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers.
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 |
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.
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. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities 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 Securities pursuant to the relevant Offer(s). None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether Holders should tender Securities pursuant to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
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 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 Securities (and tenders of Securities in an Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdictions.
United States. The Offers are 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 Securities may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 Securities in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities 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. Each holder of Securities participating in an Offer will represent that it is not participating in such 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 such 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.
Italy. None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offers are being carried out in Italy as exempted offers 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. Accordingly, Holders or beneficial owners of the Securities that are located in Italy can tender Securities for purchase pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, 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.
United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 as a financial promotion 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)) or persons falling 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.
France. The Offers are 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 Offers have been or shall 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 portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, 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 Offers. 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.
Belgium. None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers 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 / Financial Services and Markets Authority) and, accordingly, no Offer may 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. Accordingly, no Offer may be advertised and no Offer will be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers (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 from time to time), 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 Offers. 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.