Segro Regulatory News (SGRO)

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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

SEGRO plc (the Company)

LEI: 213800XC35KGM9NFC641

25 September 2017

SEGRO plc ANNOUNCES TENDER OFFERS TO PURCHASE NOTES FOR CASH

SEGRO plc (the Company) has today 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, and all holders of such Notes, the Noteholders), to tender their Notes for purchase by the Company for cash (each an Offer and together, the Offers). The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 September 2017 (the Tender Offer Memorandum) and are 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 offer restrictions) available from the Tender Agent as set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

Summary of the Offers

The Offers will end at 5:00 p.m. (London time) on 3 October 2017 (the Expiration Deadline) unless extended, re-opened or terminated by the Company.

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. 

The Company announced today its intention to issue new sterling-denominated fixed rate notes in either one or two tranches (the New Notes). Whether the Company will purchase any Notes validly tendered in the Offers is subject, without limitation, to (i) the pricing of the issue of the New Notes and (ii) 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.

Rationale for the Offers

The purpose of the Offers is to proactively manage the Company's balance sheet by lengthening the maturity profile and reducing the running cost of debt. Notes purchased by the Company pursuant to the Offers will be cancelled and will not be re-issued or re-sold.

Details of the Offers

In respect of each Series, the Company will, on the Tender Offer Settlement Date, pay for Notes of the relevant Series accepted by it for purchase pursuant to the relevant Offer a price (in respect of each Series, the Purchase Price) to be determined at or around 11:00 a.m. (London time) (the Pricing Time) on or around 4 October 2017 (the Pricing Date) in the manner further described in the Tender Offer Memorandum.

Each Purchase Price will be determined by the Company, after consultation with the Dealer Managers, in accordance with market convention and expressed as a percentage of the principal amount of the Notes of the relevant Series (and rounded to the nearest 0.001 per cent. with 0.0005 per cent. being rounded upwards).

Specifically, the Purchase Price applicable to the Notes of a particular Series will equal (a) the value of all remaining payments of principal and interest on the relevant Notes of such Series, discounted to the Tender Offer Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) Accrued Interest in respect of the Notes of the relevant Series.

Priority Acceptance Levels and Scaling of Tenders of Notes

The aggregate amount of each Series of Notes that the Company intends to accept for purchase in the relevant Offers will be based on the applicable Priority Acceptance Level for such Series of Notes. Repurchases of Notes may be pro-rated. See above for details of the Priority Acceptance Levels.

The First Priority Notes, which are within the first Priority Acceptance Level, will be accepted for purchase before any Second Priority Notes, which are within the second Priority Acceptance Level.

The Company proposes to accept Notes for purchase pursuant to the Offers up to the Maximum Acceptance Amount (subject to the right of the Company, in its sole discretion, to accept less than or more than such amount for purchase pursuant to the Offers).

If the aggregate nominal amount validly tendered (and not validly withdrawn) in respect of the First Priority Notes in the relevant Offers equals or exceeds the Maximum Acceptance Amount, then none of the Second Priority Notes will be accepted for repurchase.

If the aggregate nominal amount validly tendered (and not validly withdrawn) of the First Priority Notes in the relevant Offers is greater than the Maximum Acceptance Amount, then the Company intends to apply a scaling factor to such validly tendered First Priority Notes such that the aggregate nominal amount accepted for purchase in respect of such First Priority Notes is no greater than the Maximum Acceptance Amount.

If the aggregate nominal amount validly tendered (and not validly withdrawn) in respect of the First Priority Notes in the relevant Offers is less than the Maximum Acceptance Amount, then the Company intends to accept the First Priority Notes in full and the Second Priority Notes validly tendered (and not validly withdrawn) for purchase such that the aggregate of the nominal amount validly tendered and accepted (and not validly withdrawn) of both the First and Second Priority Notes does not exceed the Maximum Acceptance Amount. Where the aggregate of the nominal amount validly tendered (and not validly withdrawn) of both the First and Second Priority Notes exceeds the Maximum Acceptance Amount, the Company intends to apply a scaling factor to such validly tendered Second Priority Notes such that the aggregate nominal amount accepted for purchase in respect of such Second Priority Notes is no greater than the Maximum Acceptance Amount less the First Priority Notes validly tendered (and not validly withdrawn) and accepted for purchase.

If applicable, scaling will be applied on a pro rata basis across a Series but not necessarily pro rata across a Priority Acceptance Level. For the avoidance of doubt, the Company will determine the allocation of funds between each Series within a Priority Acceptance Level in its sole discretion, and may purchase considerably less (or none) of some Series than of other Series.

Allocation of the New Notes and Investor Codes

The Offers do not constitute an offer to sell or a solicitation of an offer to buy the New Notes. The Company will, in connection with allocations of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered the Notes pursuant to the Offers, and, if so, the aggregate principal amount of the Notes tendered by such investor. When considering allocations of the New Notes, the Company intends to have a preference towards those investors who have validly tendered Notes which are accompanied by an Investor Code that have been accepted by the Company. However, the Company is not obliged to allocate any New Notes to an investor which has validly tendered the Notes pursuant to the Offers (whether or not accompanied by an Investor Code). Any allocation of the New Notes, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures. For more information about the offering of the New Notes, eligible Noteholders may contact the Dealer Managers. For the avoidance of doubt, in the event that a Noteholder validly tenders Notes pursuant to the Offers, then such tender instructions will still remain valid irrespective of whether such Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

Any Noteholder that wishes to be identified via their tender instruction, such that it allows the Issuer to consider giving preference to such Noteholder with respect to the allocation of New Notes, in addition to tendering Notes for purchase by the Company should:

(i) contact a Dealer Manager to register its interest and to obtain its unique reference number (the Investor Code); and

(ii) deliver, or arrange to have delivered on its behalf, a Tender Instruction with an Investor Code in accordance with the procedure set out in the Tender Offer Memorandum.

The receipt of an Investor Code in conjunction with any tender of Notes is not an application for the purchase of the New Notes.

Tender Instructions

In order to participate in an Offer, and be eligible to receive the relevant Purchase Price and the relevant Accrued Interest Payment pursuant to such Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (London time) on 3 October 2017 (the Expiration Deadline). See "Procedures for participating in the Offers" in the Tender Offer Memorandum for further information.

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, an Offer by the deadlines specified in the Tender Offer Memorandum. 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 specified in the Tender Offer Memorandum.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Expected Timetable of Events

The following table sets out the expected dates and times of the key events relating to the Offers. This is an indicative timetable and is subject to change. All times are London time.

The above dates and times are subject, where applicable, to the right of the Company to extend, re‑open, amend, and/or terminate any Offers. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary would require receipt of instructions to participate in the Offer before the deadlines specified above. 

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers.

Questions and requests for assistance in connection with (i) the Offers, may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions, may be directed to the Tender Agent, the contact details for both of which are set out below.

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.

HSBC Bank plc (Telephone: +44 (0) 20 7992 6237; Attention: Liability Management Group; Email: LM_EMEA@hsbc.com) and 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.

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 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 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 or intermediary must contact such entity if it wishes to tender such Notes pursuant to the Offers. The Dealer Managers will not be responsible to any Noteholders for providing the protections afforded to customers of the Dealer Managers or for advising any other person in connection with the Offers. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to the Offers. None of the Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the Offers, or takes any responsibility for the contents of this announcement or the Tender Offer Memorandum.

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 the Company and the Dealer Managers to inform themselves about, and to observe, any such restrictions. Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offers 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 an Offer to be made by a licensed broker or dealer and any of 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 such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail 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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). 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 Offers 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, 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 Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, by any person acting for or on the account or benefit of any U.S. Person, 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 of securities for sale in the United States or to U.S. persons. 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, U.S. persons.

Each holder of Notes participating in the Offers will represent that it is not located in the United States and is not participating in an 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 an 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, (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.

United Kingdom

The communication of this announcement, 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 who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

Neither this announcement, the Tender Offer Memorandum nor 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 and, accordingly, the Offers 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 Offers may not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). Neither this announcement, the Tender Offer Memorandum nor any other documents or materials 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, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers. Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offers has been or will be submitted for clearance to or approved by the Autorité des marchés financiers.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have 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 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 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes 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.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.

Stephanie Murton

Legal Counsel

020 7451 9082