TIDM72FP
RNS Number : 9217Q
Skipton Building Society
24 June 2020
Skipton Building Society Announces Cash Tender Offer for its
GBP350,000,000 1.750 per cent. Notes due 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 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 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 OR THE DISTRICT OF COLUMBIA
OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW) .
24 June 2020. Skipton Building Society [1] (the Society)
announces today an invitation to holders of its outstanding
GBP350,000,000 1.750 per cent. Notes due 2022 (ISIN: XS1640528854)
(the Notes) to tender such Notes for purchase by the Society for
cash (such invitation, the Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 24 June
2020 (the Tender Offer Memorandum) prepared by the Society in
connection with the Offer, and is subject to the offer restrictions
set out below and as more fully described in the Tender Offer
Memorandum. For detailed terms of the Offer, please refer to the
Tender Offer Memorandum, copies of which are (subject to
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in the Tender
Offer Memorandum.
Summary of the Offer
A summary of certain of the terms of the Offer appears
below:
Description ISIN / Outstanding Amount subject
of the Notes Common Code Nominal Amount Benchmark Security Purchase Spread to the Offer
------------------ ------------------- ------------------- --------------------- ---------------- ---------------
GBP350,000,000 XS1640528854 / GBP350,000,000 4.00 per cent. UK 100 bps Any and all
1.750 per cent. 164052885 Treasury Gilt due
Notes due 2022 March 2022 (ISIN:
GB00B3KJDQ49)
Rationale for the Offer
The Society has a strong liquidity position and is conducting
the Offer to provide Holders the opportunity to have their Notes
repurchased whilst also optimising its liability base and future
interest expense.
Purchase Price
The Society will pay for any Notes validly tendered and accepted
for purchase by it pursuant to the Offer a purchase price for such
Notes (the Purchase Price) to be determined at or around 11.00 a.m.
(London time) on 2 July 2020 (the Pricing Time) in the manner
described in the Tender Offer Memorandum by reference to the sum
(such sum, the Purchase Yield) of (i) the purchase spread of 100
bps (the Purchase Spread) and (ii) the Benchmark Security Rate.
Accrued Interest
The Society will also pay an Accrued Interest Payment in respect
of any Notes accepted by it for purchase pursuant to the Offer.
Any and All Offer
If the Society decides to accept valid tenders of any Notes for
purchase pursuant to the Offer, it will accept for purchase all
Notes that are validly tendered in full, with no pro rata
scaling.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest Payment pursuant to, the
Offer, Holders 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 Agent by 4.00
p.m. (London time) on 1 July 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 the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of no less than GBP100,000, being the
minimum denomination of the Notes, and may be submitted in integral
multiples of GBP1,000 thereafter.
Expected timetable of events
The anticipated transaction timetable is summarised below:
Events Times and Dates
(All times are London time)
Commencement of the Offer
Announcement of Offer. Tender Offer Memorandum available 24 June 2020
from the Tender Agent (subject to
the restrictions set out in "Offer and Distribution
Restrictions" below).
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. on 1 July 2020
by the Tender Agent in order for Holders
to be able to participate in the Offer.
Pricing Time
Determination of the Benchmark Security Rate and At or around 11.00 a.m. on 2 July 2020
calculation of the Purchase Yield and Purchase
Price.
Announcement of Results
Announcement by the Society of whether it will accept As soon as reasonably practicable after the Pricing Time
valid tenders of Notes for purchase
pursuant to the Offer and, if so accepted, the aggregate
nominal amount of Notes accepted
for purchase, the Benchmark Security Rate, the Purchase
Yield and the Purchase Price.
Settlement Date
Expected Settlement Date for the Offer. 6 July 2020
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.
Holders 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 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 Offer before the deadlines
specified above. The deadlines set by any such intermediary and
each Clearing System for the submission and revocation 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
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 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 Offer. 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 Offer.
Banco Santander, S.A. and Lloyds Bank Corporate Markets plc are
acting as Dealer Managers for the Offer and Lucid Issuer Services
Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers:
Banco Santander, S.A. (Attention: Liability Management;
Telephone: +44 7418 709 688 / +44 7742 403 679; Email:
tommaso.grospietro@santanderCIB.co.uk /
adam.crocker@santandercib.co.uk ) and Lloyds Bank Corporate Markets
plc (Attention: Liability Management, Commercial Banking;
Telephone: +44 (0) 20 7158 1719/1726; Email:
liability.management@lloydsbanking.com).
Questions and requests for assistance in connection with the
procedures for participating in the Offer, including the delivery
of Tender Instructions, may be directed to the Tender Agent:
Lucid Issuer Services Limited (Attention: Arlind Bytyqi;
Telephone: +44 20 7704 0880; Email: skipton@lucid-is.com).
This announcement is released by Skipton 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 described above. For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Anthony Chapman, Group Treasurer at the
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 Holder is in any doubt as to the contents of this announcement
and/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
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 Offer. The
Dealer Managers are acting exclusively for the Society and no one
else in connection with the arrangements described in this
announcement and the Tender Offer Memorandum and will not be
responsible to any Holder for providing the protections which would
be afforded to customers of the Dealer Managers or for advising any
other person in connection with the Offer. None of the Society, the
Dealer Managers or the Tender Agent or any director, officer,
employee, agent or affiliate of any such person 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 the Holders either as a
class or as individuals, and none of them makes any recommendation
as to whether Holders should tender Notes pursuant to the Offer.
None of the Society, the Dealer Managers or the Tender Agent (or
any of their respective directors, officers, employees, agents or
affiliates) is providing Holders with any legal, business, tax or
other advice in this announcement and/or the Tender Offer
Memorandum. Holders should consult with their own advisers as
needed to assist them in making an investment decision and to
advise them whether they are legally permitted to tender Notes for
cash.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum
constitutes 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/or 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(s) are required by each of the Society , 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 Notes (and tenders of Notes in the 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 the Offer to be made by
a licensed broker or dealer and either 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.
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 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 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
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 Offer, this announcement, the Tender Offer
Memorandum and 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. Holders 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 Skipton Building Society of The Bailey, Skipton, North
Yorkshire BD23 1DN, United Kingdom which is authorised by the
Prudential Regulation Authority (the PRA) of 20 Moorgate, London
EC2R 6DA, United Kingdom and regulated by the Financial Conduct
Authority (the FCA) of 12 Endeavour Square, London E20 1JN, United
Kingdom and the PRA. Each of this announcement and the Tender Offer
Memorandum is only addressed to Holders 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/or 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, this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offer 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)), persons who are within
Article 43 of the Financial Promotion Order (which includes an
existing creditor of the Society and, therefore, includes the
Holders) or any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.
France
This announcement, the Tender Offer Memorandum 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 the Regulation (EU) 2017/1129. Neither this
announcement nor the Tender Offer Memorandum has been or will be
submitted for clearance to nor approved by the Autorité des Marches
Financiers.
[1] LEI: 66AGRETLUXS4YO5MUH35
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENEAXKLAFAEEEA
(END) Dow Jones Newswires
June 24, 2020 03:15 ET (07:15 GMT)
Grafico Azioni Skip.b.s 22 (LSE:72FP)
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