THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
THAT QUALIFIES OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN
THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED
(EUWA).
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN 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) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT
8 January 2025
ANNINGTON FUNDING
PLC
(THE
"OFFEROR")
announces the final results of its tender offers to
the holders of its outstanding
£600,000,000 3.184 per cent. notes due
12 July 2029 (ISIN: XS1645518652) (the "2029 Notes")
£400,000,000 2.308 per cent. notes due 6 October 2032
(ISIN: XS2393618389) (the "2032
Notes")
£625,000,000 3.685 per cent. notes due 12 July 2034
(ISIN: XS1645518736) (the "2034
Notes")
£760,000,000 3.935 per cent. notes due 12 July 2047
(ISIN: XS1645518819) (the "2047
Notes")
£400,000,000 2.924 per cent. notes due 6 October 2051
(ISIN: XS2393618462) (the "2051
Notes")
in each case, issued by the Offeror and guaranteed by
Annington Limited ("AL"),
Annington Property Limited ("APL") and Annington Homes Limited
("AHL" and together with AL
and APL, the "Guarantors"
and each a "Guarantor")
under the Offeror's £5,000,000,000 Euro Medium Term Note
Programme
(together, the "Tender Offer Notes")
The Offers were announced on 17
December 2024.
The Offers are subject to the
conditions set out in the tender offer memorandum dated
17 December 2024 (the "Tender Offer Memorandum") prepared in
connection with the Offers, including the Financing Condition, and
is subject to the offer and distribution restrictions set out
therein. Capitalised terms used in this announcement and not
otherwise defined have the meanings given to them in the Tender
Offer Memorandum.
As at the Expiration Deadline, the
following Tender Offer Notes had been validly tendered pursuant to
the Offers:
Aggregate principal amount of the
2029 Notes validly tendered: £592,685,000
Aggregate principal amount of the
2032 Notes validly tendered: £221,820,000
Aggregate principal amount of the
2034 Notes validly tendered: £617,184,000
Aggregate principal amount of the
2047 Notes validly tendered: £565,121,000
Aggregate principal amount of the
2051 Notes validly tendered: £45,444,000
Final Results of the Offers
Final pricing for the Offers in
respect of the Tender Offer Notes took place at or around
11:00 a.m. (London time) today, 8 January 2025.
The Offeror hereby announces it has
decided to accept for purchase validly tendered Tender Offer Notes
as follows:
|
|
Final Acceptance Amount
|
Relevant Benchmark Rate
|
Relevant Purchase Yield
|
Relevant Purchase Price(1)
|
Relevant Purchase Price including Early Tender Payment where
applicable (2)
|
Accrued Interest Payment(3)
|
|
2029 Notes
|
£592,685,000
|
4.481 per cent.
|
4.931 per cent.
|
93.034 per cent.
|
94.034 per cent.
|
£0.18
|
|
2032 Notes
|
£221,820,000
|
4.519 per cent.
|
4.969 per
cent.
|
83.097 per cent.
|
84.097 per cent.
|
£6.34
|
|
2034 Notes
|
£617,184,000
|
4.713 per cent.
|
5.163 per cent.
|
89.016 per cent.
|
90.016 per cent.
|
£0.20
|
|
2047 Notes
|
£565,121,000
|
5.196 per cent.
|
5.646 per
cent.
|
78.356 per cent.
|
79.356 per cent.
|
£0.22
|
|
2051 Notes
|
£45,444,000
|
5.191 per cent.
|
5.641 per cent.
|
62.721 per cent.
|
63.721 per cent.
|
£8.03
|
Notes:
(1)
Expressed as a percentage of the nominal amount of the relevant
Tender Offer Notes in accordance with "Terms and Conditions of the Offers-Purchase
Price"
(2)
Expressed as a percentage of the nominal amount of the
relevant Tender Offer Notes
(3)
Per £1,000 of the nominal amount of the relevant Tender Offer
Notes
The relevant Purchase Price and
applicable Accrued Interest Payments will be paid to Noteholders
whose Tender Offer Notes are accepted for purchase by the Offeror
on the Settlement Date, which is expected to occur on
14 January 2025, subject to the terms and conditions of
the Tender Offer Memorandum, including the Financing Condition. As
previously announced, Noteholders who tendered their Tender Offer
Notes for purchase prior to the Early Tender Deadline will also be
paid the relevant Early Tender Payment on the Settlement Date,
subject to the terms and conditions of the Tender Offer Memorandum,
including the Financing Condition. Following settlement of the
Offers, the Tender Offer Notes will remain outstanding as
follows:
Aggregate principal amount of the
2029 Notes outstanding after the Settlement Date:
£7,315,000
Aggregate principal amount of the
2032 Notes outstanding after the Settlement Date:
£178,180,000
Aggregate principal amount of the
2034 Notes outstanding after the Settlement Date:
£7,816,000
Aggregate principal amount of the
2047 Notes outstanding after the Settlement Date:
£194,879,000
Aggregate principal amount of the
2051 Notes outstanding after the Settlement Date:
£354,556,000
As set out in the Tender Offer
Memorandum, the Offeror has today announced the Optional Redemption
Amount, as follows:
Optional Redemption Amount of the
2025 Notes: 100.000 per cent. of the
nominal amount outstanding of the 2025 Notes.
Optional Redemption Amount of the
2033 Notes: 100.000 per cent. of the
nominal amount outstanding of the 2033 Notes.
Further Information
A complete description of the terms
and conditions of the Offers is set out in the Tender Offer
Memorandum. Barclays Bank PLC, Goldman Sachs International, J.P.
Morgan Securities plc and NatWest Markets Plc are acting as the
Dealer Managers for the Offers. Kroll 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
|
|
Barclays Bank
PLC
1
Churchill Place
London E14 5HP
United Kingdom
|
Goldman Sachs
International
Plumtree
Court
25 Shoe Lane
London EC4A 4AU
United Kingdom
|
|
Telephone: +44 20 3134 8515
Email: eu.lm@barclays.com
Attention: Liability Management Group
|
Telephone: +44 20 7552
2320Email:liabilitymanagement.eu@gs.com
Attention: Liability Management Group
|
|
J.P. Morgan Securities
plc
25 Bank Street
Canary Wharf
London E14 5JP
|
NatWest Markets
Plc
250 Bishopsgate
London EC2M 4AA
|
|
Telephone: +44 20 7134 2468
Email:
liability_management_EMEA@jpmorgan.com
Attention: EMEA Liability Management Group
|
Telephone: +44 20 7678 5222
Email:
NWMLiabilityManagement@natwestmarkets.com
Attention: Liability Management
|
Questions and requests for a copy of
the Tender Offer Memorandum may be directed to:
THE TENDER
AGENT
Kroll Issuer Services
Limited
The
Shard
32 London
Bridge Street
London
SE1 9SG
Tel: +44
207 704 0880
Attention: Owen Morris
Email:
annington@is.kroll.com
Tender
Offer Website: https://deals.is.kroll.com/annington
Each Noteholder is solely
responsible for making its own independent appraisal of all matters
as such Noteholder deems appropriate (including those relating to
the Offers, the Notes, the Offeror and the Guarantors) and each
Noteholder must make its own decision, based upon its own judgement
and having obtained advice from such financial, accounting, legal
and tax advisers as it may deem necessary, as to whether to tender
any or all of its Tender Offer Notes for purchase pursuant to the
Offers.
None of the Dealer Managers, the
Tender Agent or any of their respective directors, officers,
employees, agents or affiliates assumes any responsibility for the
accuracy or completeness of the information concerning the Offers
contained in this announcement or in the Tender Offer Memorandum.
None of the Dealer Managers, the Tender Agent, the Offeror, the
Guarantors or any of their respective directors, officers,
employees, agents or affiliates is acting for any Noteholder, or
will be responsible to any Noteholder for providing any protections
which would be afforded to its clients or for providing advice in
relation to the Offers, and accordingly none of the Dealer
Managers, the Tender Agent, the Guarantors or any of their
respective directors, officers, employees, agents or affiliates
assumes any responsibility for any failure by the Offeror to
disclose information with regard to the Offeror or the Tender Offer
Notes which is material in the context of the Offers and which is
not otherwise publicly available.
None of the Dealer Managers, the
Tender Agent, the Offeror, the Guarantors or any of their
respective directors, officers, employees, agents or affiliates
makes any representation or recommendation whatsoever regarding the
Offers, or any recommendation as to whether Noteholders should
tender Tender Offer Notes in the Offers.
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 this announcement or 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,
immediately from its stockbroker, bank manager, solicitor,
accountant or other independent financial, tax or legal
adviser.
MAR
This announcement is released by
Annington Funding 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
as it forms part of domestic law of the United
Kingdom by virtue of the EUWA ("MAR"). For the purposes of MAR this
announcement is made by Stephen Leung, Director, on behalf of
Annington Funding plc.
