Last checked at 9 Sep 2020 10:07
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Yorkshire Building Society announces Tender Offer in respect of its €750,000,000 1.250 per cent. Notes due 2022 (ISIN: XS1203856072) and proposed issue of new notes
9 September 2020. Yorkshire Building Society (the Society) announces today an invitation to eligible holders of its outstanding €750,000,000 1.250 per cent. Notes due 2022 (ISIN: XS1203856072) (the Notes) to tender their Notes for purchase by the Society for cash (the Offer).
The Offer is being made on the terms and subject to the conditions contained in a tender offer memorandum dated 9 September 2020 (the Tender Offer Memorandum) prepared by the Society, 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 Tender and Information Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offer
Descriptionof the Notes | ISIN / Common Code | Outstanding Principal Amount | Purchase Yield1 | Maximum Acceptance Amount |
1.250 per cent. Notes due 2022 | XS1203856072 / 120385607 | €750,000,000 | -0.15 per cent. | Subject as set out in the Tender Offer Memorandum, an aggregate nominal amount of up to €250,000,0002 |
1 For information purposes only, the Purchase Price in respect of the Notes will, when determined in the manner described in the Tender Offer Memorandum on the basis of a Settlement Date of 21 September 2020, be €1,020.83 per €1,000 in nominal amount of the Notes. Should the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offer differ from 21 September 2020, the Purchase Price will be recalculated, all as further described in the Tender Offer Memorandum.
2 The Society may, in its sole discretion, accept less than the Maximum Acceptance Amount and is under no obligation to accept for purchase any Notes tendered pursuant to the Offer. If the Society accepts any Notes for purchase pursuant to the Offer and the aggregate nominal amount of Notes validly tendered is greater than the Final Acceptance Amount the Society intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of Notes accepted by the Society for purchase is no greater than the Final Acceptance Amount as described in the Tender Offer Memorandum.
Rationale for the Offer
The purpose of the Offer is to provide liquidity to holders and it is being made as part of the Society's active management of its liability profile whilst issuing New Notes (as defined below). The Society will continue to manage its outstanding liabilities for value, including but not limited to economic considerations, current and future regulatory value, relative funding cost, rating agency considerations, regulatory developments and having regard to the prevailing circumstances at the relevant time.
Maximum Acceptance Amount, Final Acceptance Amount and Scaling
The Society proposes that the aggregate principal amount of Notes (if any) which it will accept for purchase pursuant to the Offer will be an amount up to €250,000,000 (the Maximum Acceptance Amount), although the Society reserves the right, in its sole discretion, to accept significantly less than (or none of) such amount of Notes validly tendered for purchase pursuant to the Offer (the final aggregate principal amount of Notes accepted for purchase pursuant to the Offer being the Final Acceptance Amount).
If the Society decides to accept for purchase any Notes validly tendered pursuant to the Offer and the aggregate principal amount of Notes validly tendered pursuant to the Offer is greater than the Final Acceptance Amount, the Society intends to accept such validly tendered Notes for purchase on a pro rata basis such that the aggregate principal amount of Notes accepted by the Society for purchase is no greater than the Final Acceptance Amount. See "Further Information and Terms and Conditions - Acceptance and scaling of tenders" of the Tender Offer Memorandum.
Notes purchased by the Society pursuant to the Offer are expected to be cancelled and will not be re-issued or re-sold. Notes which have not been validly submitted and/or accepted for purchase pursuant to the Offer will remain outstanding.
Purchase Price and Accrued Interest
The Society will pay for each €1,000 in nominal amount of the Notes accepted by it for purchase pursuant to the Offer a price (rounded to the nearest €0.01, with €0.005 rounded upwards) (the Purchase Price) which will be determined in the manner described in the Tender Offer Memorandum by reference to the Purchase Yield as set out in the table on the cover page of the Tender Offer Memorandum.
For information purposes only, the Purchase Price in respect of the Notes will, when determined in the manner described in the Tender Offer Memorandum on the basis of a Settlement Date of 21 September 2020, be €1,020.83 per €1,000 in nominal amount of the Notes. Should the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offer differ from 21 September 2020, the Purchase Price will be recalculated, all as further described in the Tender Offer Memorandum.
The Society will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.
Issuance of Senior Preferred Notes
The Society announced on 9 September 2020 its intention to issue new euro denominated senior preferred notes (the New Notes).
Allocation of the New Notes
When considering allocation of the New Notes, the Society may give preference to those Noteholders who, prior to such allocation, have validly tendered (or, if the New Issue Pricing Time occurs prior to the Expiration Deadline, have given a firm indication to the Society or any Dealer Manager that they intend to tender) their Notes pursuant to the Offer. Therefore, a Noteholder who wishes to subscribe for New Notes in addition to tendering its Notes for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of the Society, priority in the allocation of the New Notes, subject to the issue of the New Notes and such Noteholder making a separate application for the purchase of such New Notes to any Dealer Manager (in its capacity as a joint lead manager of the issue of the New Notes) in accordance with the standard new issue procedures of such joint lead manager. However, the Society is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender the Notes pursuant to the Offer and, if New Notes are allocated, the nominal amount thereof may be less or more than the nominal amount of Notes tendered by such holder and accepted by the Society pursuant to the Offer.
All allocations of the New Notes, while being considered by the Society as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Noteholder validly tenders Notes pursuant to the Offer, such Notes will remain subject to such tender and the conditions of the Offer as set out in this announcement and the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and the Accrued Interest Payment pursuant to, the Offer, Noteholders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender and Information Agent by 4.00 p.m. (London time) on 16 September 2020 (unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum) (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited circumstances described in "Amendment and Termination" in the Tender Offer Memorandum.
Tender Instructions which relate (including after any pro rata scaling as described in the section "Further Information and Terms and Conditions - Acceptance and scaling of tenders" of the Tender Offer Memorandum) to a nominal amount of less than €100,000 will be rejected, as will Tender Instructions where the relevant Noteholder's residual amount of Notes (being the nominal amount of the Notes the subject of the relevant Tender Instruction that are not accepted for purchase by virtue of such pro rata scaling) would be less than €100,000 and greater than zero.
Indicative timetable for the Offer
The following sets out the expected times and dates of the key events relating to the Offer. The times and dates below are indicative only and subject to change.
Events | Times and Dates (All times are London time) |
Commencement of the Offer Announcement of Offer. Tender Offer Memorandum available from the Tender and Information Agent. Commencement of the tender offer period. |
9 September 2020 |
Expiration Deadline* Final deadline for receipt of valid Tender Instructions by the Tender and Information Agent in order for Noteholders to be able to participate in the Offer. |
4.00 p.m. on 16 September 2020 |
Announcement of Results Announcement of whether the Society will accept valid tenders of Notes for purchase pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the Purchase Price and, if applicable, details of any pro rata scaling of tenders of the Notes (including any Scaling Factor). |
At or around 10.00 a.m. on 17 September 2020 |
Settlement Date Expected Settlement Date for the Offer. |
21 September 2020 |
____
* Noteholders should note that the New Issue Pricing Time may fall prior to or after the Expiration Deadline.
The Society may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the 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 Society to so extend, re-open, amend and/or terminate the Offer.
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, the Offer before the deadlines specified in this announcement and the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. For further information, see the section "Procedures for Participating in the Offer" of the Tender Offer Memorandum.
Announcements
Unless stated otherwise, announcements in connection with the Offer will be made by the Society by (i) publication through RNS; and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made (a) on the relevant Reuters Insider Screen and/or (b) 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 and Information Agent, the contact details for which are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender and Information Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offer.
Further information
Questions and requests for assistance in connection with (i) the Offer may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions may be directed to the Tender and Information Agent, the contact details for which are set out below:
DEALER MANAGERS
|
TENDER AND INFORMATION AGENT |
Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Telephone: +44 20 7704 0880 Attention: Owen Morris Email: ybs@lucid-is.com |
MARKET ABUSE REGULATION
This announcement is released by Yorkshire Building Society 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 Offer and proposed new issue of Notes described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Duncan Asker, Director of Treasury of Yorkshire Building Society.
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 Offer. 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 and legal 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 must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of the Society, the Dealer Managers or the Tender and Information Agent or any of their respective directors, employees or affiliates has made or will make any assessment of the merits and risks of the Offer or of the impact of the Offer on the interests of Noteholders either as a class or individuals, and none of them makes any recommendation whether Noteholders should tender Notes pursuant to the Offer. None of the Society, the Dealer Managers or the Tender and Information Agent (or any of their respective directors, officers, employees, agents, advisers or affiliates) is providing Noteholders with any legal, business, tax, financial, investment, accounting or other advice in this announcement and/or the Tender Offer Memorandum and/or in connection with the Offer. Noteholders should consult with their own advisers as they consider appropriate to assist them in taking decisions with respect to the Offer, including to determine whether they are legally permitted to tender Notes pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. 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 the Tender Offer Memorandum comes are required by each of the Society, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities and the minimum denomination of the New Notes will be €100,000 and integral multiples of €1,000.
United States: The Offer 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 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 Notes may not be tendered in the Offer 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 Offer 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 the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, 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.
Neither this announcement nor the Tender Offer Memorandum is an offer to buy or sell, or a solicitation of an offer to sell or buy, any Notes or other securities in the United States. 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, any U.S. person (as defined in Regulation S of the Securities Act).
Each holder of Notes participating in the Offer will represent that it is not located in the United States and it is not participating in the 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 the 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, any state of the United States of America and the District of Columbia.
Italy: None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has 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 Offer is being carried out in the Republic of Italy (Italy) as an exempted offer 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. Noteholders or beneficial owners of the Notes that are located in Italy may tender their Notes in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, 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 and/or the Offer.
United Kingdom: This announcement and the Tender Offer Memorandum have been issued by Yorkshire Building Society of Yorkshire House, Yorkshire Drive, Bradford, West Yorkshire BD5 8LJ, United Kingdom, which is authorised by the Prudential Regulation Authority (the PRA) and regulated by the PRA and the United Kingdom Financial Conduct Authority (the FCA). This announcement is directed, and the Tender Offer Memorandum is being distributed, only to existing holders of the Notes, and is only addressed to such existing holders in the United Kingdom where they would (if they were clients of the Society) be per se professional clients or per se eligible counterparties of the Society within the meaning of the FCA rules. Neither this announcement nor the Tender Offer Memorandum is addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of this announcement and the Tender Offer Memorandum should note that the Society is acting on its own account in relation to the Offer and will not be responsible to any other person for providing the protections which would be afforded to clients of the Society or for providing advice in relation to the Offer.
In addition, the communication of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offer 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, as amended. 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, and may only be acted upon by, 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 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (together, relevant persons). Any investment or investment activity to which this announcement and the Tender Offer Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons (and is subject to other restrictions referred to in the Financial Promotion Order).
France: The Tender Offer Memorandum, this announcement and any other document or material relating to the Offer have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. The Tender Offer Memorandum and this announcement have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Switzerland: None of the Tender Offer Memorandum, this announcement and any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland.
None of the Tender Offer Memorandum, this announcement and any other offering or marketing material relating to the Notes have been, or will be, filed with or approved by any Swiss regulatory authority.
None of the Tender Offer Memorandum, this announcement and any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland. This Tender Offer Memorandum is personal to the recipient only and not for general circulation in Switzerland.
General: Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer 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 the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Society in such jurisdiction.
New Notes: Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the in the base prospectus dated 7 August 2020 (as supplemented by a supplementary prospectus dated 11 August 2020) in connection with the Society's £5,000,000,000 Note Programme (the Prospectus) and the final terms in respect of the New Notes, pursuant to which the New Notes are intended to be issued, and no reliance is to be placed on any representations other than those contained in the Prospectus. Subject to compliance with all applicable securities laws and regulations, the Prospectus is expected to be available from the joint lead managers for the new issue on request. The New Notes are not being, and will not be, offered or sold in the United States. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (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, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
Compliance information for the New Notes: MiFID II product governance - eligible counterparties and professional clients only (all distribution channels). PRIIPs Regulation- no sales to EEA or UK retail investors; no key information document has been or will be prepared.