REG - Imperial Brands Fin - Tender Offer
24/06/2024 14:45
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RNS Number : 6301T Imperial Brands Finance PLC 24 June 2024
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA").
June 24, 2024
Imperial Brands Finance PLC (formerly known as Imperial Tobacco Finance PLC)
announces cash tender offer for up to the Maximum Acceptance Amount of its
outstanding U.S.$1,500,000,000 4.250% Notes due 2025
Imperial Brands Finance PLC (the "Offeror") announces today an offer to
purchase up to the Maximum Acceptance Amount (as the same may be increased or
decreased at the Offeror's sole discretion, subject to applicable law) of its
outstanding U.S.$1,500,000,000 4.250% Notes due 2025 (the "Notes"), issued by
the Offeror and guaranteed by Imperial Brands PLC (formerly known as Imperial
Tobacco Group PLC, the "Guarantor", and, together with its subsidiaries, the
"Group"), for cash (the "Offer"). The terms and conditions of the Offer are
described in an offer to purchase dated June 24, 2024 (the "Offer to
Purchase"). Capitalized terms not otherwise defined in this announcement have
the same meaning as assigned to them in the Offer to Purchase.
Noteholders are advised to read carefully the Offer to Purchase for full
details of, and information on the procedures for participating in, the Offer.
The following table sets forth certain information relating to the Offer.
Description of Notes CUSIP/ ISIN Principal Amount Outstanding Early Tender Premium((1)) Reference Security Bloomberg Reference Page/Screen Fixed Spread (basis points)((1)) Early Tender Offer Consideration((1)) Maximum Acceptance Amount
US$1,500,000,000 4.250 per cent. Notes due 2025 Rule 144A: 453140AF2/ US$1,500,000,000 US$30 per US1,000 3.00% US Treasury due July 15, 2025 FIT 4 35 To be determined as described in the Offer to Purchase US$500,000,000 in aggregate principal amount of the Notes (or such greater or
lesser amount as the Offeror may determine in its sole and absolute
US453140AF21 discretion)
Reg S: G4721VNU4/
USG4721VNU46
(1) For the avoidance of doubt, the Early Tender Premium is already included
within the Early Tender Offer Consideration (which will be calculated using
the Fixed Spread over the Reference Yield as described in the Offer to
Purchase) and is not in addition to the Early Tender Offer Consideration. In
addition, Noteholders whose Notes are accepted for purchase will also receive
Accrued Interest on such Notes.
Purpose of the Offer
The Offeror is making the Offer as part of a refinancing of certain of its
existing debt. The Offer, together with the proposed concurrent offering of
one or more series of debt securities, is intended to extend the Offeror's
debt maturity profile. Notes purchased in the Offer will be retired and
cancelled.
Early Tender Offer Consideration and Tender Offer Consideration
Subject to the Maximum Acceptance Amount, on the Early Settlement Date,
Noteholders that validly tender their Notes (and do not validly withdraw such
Notes) at or before the Early Tender Deadline (provided such tender is
received by the Information & Depositary Agent at or prior to the Early
Tender Deadline), if the Offeror accepts the tender of such Notes, will
receive (subject to possible pro-rata scaling and the conditions described in
the Offer to Purchase) the Early Tender Offer Consideration calculated in
accordance with the formula described in the Offer to Purchase, and calculated
with reference to the Fixed Spread over the Reference Yield. For the avoidance
of doubt, the Early Tender Premium is already included within the Early Tender
Offer Consideration (when calculated in such manner) and is not in addition to
the Early Tender Offer Consideration.
Provided that the total aggregate principal amount of Notes validly tendered
and accepted for purchase by the Offeror as of the Early Tender Deadline is
lower than the Maximum Acceptance Amount, on the Final Settlement Date,
Noteholders that validly tender their Notes after the Early Tender Deadline
but at or before the Expiration Deadline (provided such tender is received by
the Information & Depositary Agent at or before the Expiration Deadline),
if the Offeror accepts the tender of such Notes, will receive (subject to
possible pro-rata scaling and the conditions described in the Offer to
Purchase) a cash consideration per US$1,000 principal amount of the Notes
equal to the Early Tender Offer Consideration minus Early Tender Premium (the
"Tender Offer Consideration").
In addition to the payment of the Early Tender Offer Consideration or the
Tender Offer Consideration, as the case may be, the Offeror will pay an amount
in respect of accrued and unpaid interest for all Notes validly tendered at or
before the Early Tender Deadline or the Expiration Deadline, as applicable,
and delivered and accepted for purchase by the Offeror pursuant to the Offer,
from and including the interest payment date for the Notes immediately
preceding the relevant Settlement Date to but excluding such Settlement Date.
Acceptance and Scaling
The Offeror proposes to accept for purchase Notes up to the Maximum Acceptance
Amount. Accordingly, subject to satisfaction or waiver of the conditions set
out in the Offer to Purchase, including the New Financing Condition (as
defined below):
(a) If acceptance of the total aggregate principal amount of
Notes validly tendered as of the Early Tender Deadline would exceed the
Maximum Acceptance Amount, the Offeror intends to accept such Notes on a
pro-rata basis such that the total aggregate principal amount of such Notes
accepted for purchase is equal to the Maximum Acceptance Amount. In this
instance, any Notes tendered after the Early Tender Deadline will not be
accepted for purchase.
(b) If the total aggregate principal amount of Notes validly
tendered as of the Early Tender Deadline is less than the Maximum Acceptance
Amount and the total aggregate principal amount of Notes validly tendered
during the Late Tender Period would exceed the Remaining Acceptance Amount,
the Offeror intends to accept (i) all Notes validly tendered as of the Early
Tender Deadline in full; and (ii) the Notes validly tendered in the Late
Tender Period on a pro-rata basis such that the total aggregate principal
amount of Notes accepted for purchase by the Offeror is equal to the Maximum
Acceptance Amount.
(c) To the extent the total aggregate principal amount of
Notes validly tendered as of the Early Tender Deadline is less than the
Maximum Acceptance Amount and the total aggregate principal amount of Notes
validly tendered in the Late Tender Period is lower than the Remaining
Acceptance Amount, the Offeror intends to accept all Notes validly tendered in
full.
For more details on potential proration, please refer to the Offer to the
Purchase.
Conditions of the Offer
The Offer is not conditioned on any minimum amount of Notes being tendered.
The Offeror's obligation to accept and pay for Notes in the Offer is, however,
subject to the satisfaction or waiver of the conditions described in "Terms
and Conditions of the Offer" of the Offer to Purchase, including the
successful completion of the offering of new US$-denominated fixed rate notes
(together with the guarantee thereof, the "New Notes") (which the Offeror has
today announced its intention to issue, subject to market conditions), on
terms and subject to conditions satisfactory to the Offeror in its sole
discretion (the "New Financing Condition"), contained in the Offer to
Purchase. Subject to applicable securities laws and the terms and conditions
set forth in the Offer to Purchase, the Offeror reserves the right, with
respect to the Offer made by it, (i) to waive or modify in whole or in part
any and all conditions to the Offer, (ii) to extend the Early Tender Deadline,
the Expiration Deadline, any Settlement Date and/or the deadline for exercise
of Noteholders' withdrawal rights, (iii) to modify or terminate the Offer or
(iv) to otherwise amend the Offer (including the Maximum Acceptance Amount) in
any respect.
Allocation of New Notes
A Noteholder that has validly tendered, or indicated its firm intention to
tender, its Notes for purchase pursuant to the Offer prior to the Early Tender
Deadline and wishes to subscribe for New Notes in addition to tendering Notes
for purchase pursuant to the Offer may, after having made a separate
application for the purchase of such New Notes to a Dealer Manager (in its
capacity as a joint bookrunner of the issue of the New Notes), at the sole and
absolute discretion of the Offeror, receive priority (the "New Issue
Priority") in the allocation of the New Notes, subject to the issue of the New
Notes. When considering allocation of the New Notes, the Offeror intends to
give preference to those Noteholders who, prior to such allocation, have
tendered, or indicated to the Offeror or any of the Dealer Managers their firm
intention to tender, Notes and subscribe for New Notes. Any allocation of the
New Notes may, subject to the sole and absolute discretion of the Offeror, be
less than, equal to or greater than the aggregate principal amount of the
Notes tendered or firmly indicated to be tendered.
However, the Offeror is not obliged to allocate the New Notes to a Noteholder
who has validly tendered or indicated its firm intention to tender its Notes
pursuant to the Offer. Any allocation of the New Notes, while being considered
by the Offeror as set out above, will be made in accordance with standard new
issue procedures. Any investment decision to purchase any New Notes should be
made solely on the basis of the information contained in the prospectus dated
February 16, 2024, (as supplemented by the supplement thereto dated June 7,
2024, and the final terms to be dated on or around June 27, 2024, the
"Prospectus") to be prepared in connection with the issue and offering of the
New Notes, and no reliance should be placed on any information other than
that contained in the Prospectus. Noteholders should note that the pricing and
allocation of the New Notes may take place prior to the Early Tender Deadline
and any Noteholder that wishes to subscribe for New Notes in addition to
tendering existing Notes for purchase pursuant to the Offer should therefore
provide, as soon as practicable, to any Dealer Manager any indications of a
firm intention to tender Notes for purchase pursuant to the Offer and the
quantum of Notes that it intends to tender in order for this to be taken into
account as part of the New Notes allocation process.
Unless stated otherwise or as required by applicable law, announcements in
connection with the Offer will be made by the delivery of notices to DTC for
communication to Direct Participants. Announcements may also be made by the
issue of an announcement or a press release to one or more Notifying News
Service(s) and/or by publication on the website of the London Stock Exchange
plc. Copies of all announcements, notices and press releases will be available
from the Information & Depositary Agent. All documentation relating to the
Offer, together with any updates, will also be available on the Offer website
(https://www.gbsc-usa.com/imperial/ (https://www.gbsc-usa.com/imperial/) )
operated by the Information & Depositary Agent for the purpose of the
Offer.
A tender of Notes for purchase pursuant to the Offer should be made by the
submission of a valid Tender Instruction prior to the Early Tender Deadline or
the Expiration Deadline, as applicable, as set out in the Offer to Purchase.
Indicative timetable
The following timetable sets out the expected dates and times of the key
events relating to the Offer. This is an indicative timetable and is subject
to change.
Indicative Timeline (New York City time)
Date Calendar Date and Time Event
Commencement of the Offer June 24, 2024 Offer announced. Offer to Purchase available from the Information &
Depositary Agent. Beginning of Offer period.
Early Tender Deadline 5:00 p.m., on July 8, 2024 Deadline for receipt by the Information & Depositary Agent of all Tender
Instructions in order for Noteholders to be able to participate in the Offer
and to be eligible to receive the Early Tender Offer Consideration and the
Accrued Interest Payment on the Early Settlement Date. Tender Instructions may
not be revoked after the Early Tender Deadline.
Announcement of Early Results As soon as reasonably practicable after the Early Tender Deadline (expected to The Offeror will announce (i) whether the New Financing Condition has been
be July 9, 2024) satisfied; (ii) the aggregate principal amount of Notes validly tendered at or
before the Early Tender Deadline; (iii) its decision whether to accept valid
tenders of Notes for purchase pursuant to the Offer on the Early Settlement
Deadline and, if so, the aggregate principal amount of such Notes and (iv) the
Scaling Factor or the Remaining Acceptance Amount (as applicable), in
accordance with the methods set out in the Offer to Purchase.
Price Determination Date 10:00 a.m., on July 9, 2024 The Dealer Managers will calculate the Early Tender Offer Consideration for
the Notes in the manner described in the Offer to Purchase
Announcement of Pricing of Offer As soon as reasonably practicable after the Price Determination Date (expected Announcement of (i) the Reference Yield, (ii) the Early Tender Offer
to be July 9, 2024) Consideration, and (iii) the Tender Offer Consideration.
Early Settlement Date July 11, 2024 Subject to the satisfaction or waiver of the conditions to the Offer,
including the New Financing Condition, expected settlement date for Notes
validly tendered at or before the Early Tender Deadline and accepted for
purchase pursuant to the Offer. Payment of Early Tender Offer Consideration
and the Accrued Interest Payment in respect of all such Notes.
Expiration Deadline 5:00 p.m., on July 23, 2024 Deadline for receipt by the Information & Depositary Agent of all Tender
Instructions in order for Noteholders to be able to participate in the Offer
and to be eligible to receive the Tender Offer Consideration and the Accrued
Interest Payment on the Final Settlement Date.
Announcement of Final Results As soon as reasonably practicable after the Expiration Deadline (expected to Provided the total aggregate principal amount of Notes validly tendered and
be July 24, 2024) accepted for purchase by the Offeror as of the Early Tender Deadline is lower
than the Maximum Acceptance Amount and the conditions to the Offer (including
the New Financing Condition) having been satisfied or waived, the Offeror will
announce (i) its decision whether to accept valid tenders of Notes for
purchase pursuant to the Offer on the Final Settlement Deadline and, if so,
the aggregate principal amount of such Notes, (ii) the Scaling Factor (if
applicable), and (iii) the aggregate principal amount of Notes that will
remain outstanding following completion of the Offer
Final Settlement Date July 25, 2024 Subject to the satisfaction or waiver of the conditions to the Offer,
including the New Financing Condition, expected settlement date for Notes
validly tendered after the Early Tender Deadline (but at or before the
Expiration Deadline) and accepted for purchase pursuant to the Offer. Payment
of Tender Offer Consideration and the Accrued Interest Payment in respect of
all such Notes
The above dates and times are subject, where applicable, to the right of the
Offeror to extend, re-open, amend, and/or terminate the Offer, subject to
applicable securities laws and the terms set within the Offer to Purchase.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes as to when such intermediary would
require to receive instructions from a Noteholder in order for that Noteholder
to be able to participate in, or (at or before the Early Tender Deadline)
revoke their instruction to participate in, the Offer before the deadlines
specified above. The deadlines set by any such intermediary and DTC for the
submission of Tender Instructions will be earlier than the relevant deadlines
specified above.
Noteholders are advised to read carefully the Offer to Purchase for full
details of and information on the procedures for participating in the Offer.
Further information
Noteholders may access the Offer to Purchase at
https://www.gbsc-usa.com/imperial/ (https://www.gbsc-usa.com/imperial/) .
Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers:
Questions and requests for assistance in connection with the tender of Notes
including requests for a copy of the Offer to Purchase may be directed to:
Dealer Managers
Merrill Lynch International Mizuho Securities USA LLC
2 King Edward Street 1271 Avenue of the Americas
London EC1A 1HQ
New York, NY 10020
United Kingdom
United States of America
Attention: Liability Management Group Attention: Liability Management
Telephone (Europe): +44 207 996 5420
Telephone (Europe): +34 91 790 7559
Telephone (U.S. Toll Free): +1 (888) 292-0070
Telephone (U.S. Toll Free): +1 (866) 271-7403
Telephone (U.S.): +1 (980) 387-3907
Telephone (U.S.): +1 (212) 205-7736
Email: DG.LM-EMEA@bofa.com
Email: FI-DCM-LiabilityManagement@mizuhogroup.com
Information Agent:
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Attention: Corporate Actions
Bankers and Brokers call: +1 (212) 430-3774
Toll free: +1 (855) 654-2015
Website: https://www.gbsc-usa.com/imperial/
(https://www.gbsc-usa.com/imperial/)
Depositary Agent:
Global Bondholder Services Corporation
By facsimile (For Eligible Institutions only): +1 (212) 430-3775/3779
Confirmation: +1 (212) 430-3774
Email: contact@gbsc-usa.com (mailto:contact@gbsc-usa.com)
NOTICE AND DISCLAIMER
This press release is neither an offer to purchase, nor a solicitation of an
offer to sell the Notes or any other securities. The Offeror is making the
Offer only by, and pursuant to, the terms of the Offer to Purchase. The Offer
is not being made in any jurisdiction in which the making of or acceptance
thereof would not be in compliance with the securities laws, blue sky laws or
other laws of such jurisdiction. None of the Offeror, the Dealer Managers or
the Information & Depositary Agent is making any recommendation as to
whether Noteholders should tender or refrain from tendering their Notes in
response to the Offer or how much they should tender. Each Noteholder must
make his, her or its own decision as to whether to tender or refrain from
tendering Notes and, if a Noteholder determines to tender, as to how many
Notes to tender.
This announcement must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase 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 Offer to
Purchase or the action it should take, it is recommended to seek its own
legal, accounting and 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 must contact such entity if it wishes to tender such
Notes pursuant to the Offer.
The New Notes have not been and will not be registered under the United States
Securities Act of 1933. The Offer is not an offer to sell or a solicitation of
an offer to buy the New Notes. No action has been or will be taken in any
jurisdiction in relation to the New Notes to permit a public offering of
securities.
UK MARKET ABUSE REGULATION
This announcement is released by the Offeror 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 UK
domestic law by virtue of the EUWA ("UK MAR"), encompassing information
relating to the Offer described above. For the purposes of UK MAR and Article
2 of the binding technical standards published by the Financial Conduct
Authority in relation to MAR as regards Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Matthew Slade, Director of the
Offeror.
FORWARD-LOOKING INFORMATION
This announcement contains certain forward-looking statements that reflect the
Offeror's intent, beliefs or current expectations about the future and can be
recognized by the use of words such as "expects," "will," "anticipate," or
words of similar meaning. These forward-looking statements are not guarantees
of any future performance and are necessarily estimates reflecting the best
judgment of the senior management of the Offeror and involve a number of risks
and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. As a consequence, these
forward-looking statements should be considered in light of various important
factors that could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements, which include,
without limitation, the risk factors set forth in the Offer to Purchase. The
Offeror cannot guarantee that any forward-looking statement will be realized,
although they believe they have been prudent in their respective plans and
assumptions. Achievement of future results is subject to risks, uncertainties
and assumptions that may prove to be inaccurate. Should known or unknown risks
or uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those anticipated,
estimated or projected. The Offeror undertakes no obligation to update
publicly or release any revisions to these forward-looking statements to
reflect events or circumstances or to reflect the occurrence of unanticipated
events, except as required by applicable law.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an offer or 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 offer or invitation or for
there to be such participation under applicable laws. The distribution of this
announcement and the Offer to Purchase in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement or the
Offer to Purchase comes are required by each of the Offeror, the Dealer
Managers and the Information & Depositary Agent to inform themselves about
and to observe any such restrictions.
United Kingdom
The communication of this announcement, the Offer to Purchase and any other
documents or materials relating to the Offer are 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, persons in the United Kingdom other than (i) to
those persons in the United Kingdom falling within the definition of
investment professionals (as defined by Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Financial
Promotion Order")), (ii) to those persons falling within Article 43(2) of the
Financial Promotion Order, or (iii) to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
France
This announcement, the Offer to Purchase and any other documents or offering
materials relating to the Offer may not be distributed in the Republic of
France except to qualified investors (investisseurs qualifiés) as defined in
Article 2(e) of the Prospectus Regulation. This announcement and the Offer to
Purchase have not been and will not be submitted for clearance to the
Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Offer to Purchase or any other
documents or materials relating to the Offer has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società e la
Borsa ("CONSOB"), pursuant to applicable 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 February 24, 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended (the "Issuers' Regulation"). The Offer is also being carried out in
compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.
Noteholders or beneficial owners of the Notes that are located in Italy can
tender the Notes through authorized 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
February 15, 2018, as amended from time to time, and Legislative Decree No.
385 of September 1, 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other Italian
authority.
General
The Offer does not constitute an offer to buy or the solicitation of an offer
to sell Notes in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities or other laws require
the Offer to be made by a licensed broker or dealer and any of the Dealer
Managers or, where the context so requires, any of their respective affiliates
is such a licensed broker or dealer in that jurisdiction, the Offer shall be
deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate
(as the case may be) in such jurisdiction.
Each Noteholder participating in the Offer will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in "Procedures for Participating in the Offer" in the
Offer to Purchase. Any tender of Notes for purchase pursuant to the Offer from
a Noteholder that is unable to make these representations may be rejected.
Each of the Offeror, the Guarantor, the Dealer Managers and the Information
& Depositary Agent reserves the right, in their absolute discretion, to
investigate, in relation to any tender of Notes for purchase pursuant to an
Offer, whether any such representation given by a Noteholder is correct and,
if such investigation is undertaken and as a result the Offeror determines
(for any reason) that such representation is not correct, such tender may be
rejected.
Please see the Offer to Purchase for certain other important information on
offer restrictions applicable to the Offer.
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