REG - Kennedy Wilson EU - Result of Tender Offer

Kennedy-Wilson HoldingsAnnouncement

11/11/2022 09:45

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RNS Number : 1216G  Kennedy Wilson Europe Real Estate  11 November 2022

Kennedy Wilson Europe Real Estate Limited Announces Results of its Tender
Offer in respect of its EUR550,000,000 3.250 per cent. Notes due 2025

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 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (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 OR THE DISTRICT OF COLUMBIA (the United States) OR TO ANY
U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (the Securities Act)) OR INTO ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

11 November 2022.  Kennedy Wilson Europe Real Estate Limited (the Offeror)
announces today the results of its invitation to holders of its EUR550,000,000
3.250 per cent. Notes due 2025 (ISIN: XS1321149434) (the Notes) to tender
their Notes for purchase by the Offeror for cash (the Offer).

The Offer was announced on 4 November 2022, and was made on the terms and
subject to the conditions contained in the tender offer memorandum dated 4
November 2022 (the Tender Offer Memorandum) prepared by the Offeror.
 Capitalised terms used in this announcement but not defined have the
meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 5.00 p.m. (CET) on 10 November 2022,
with the Offeror having the discretion to accept for purchase any Notes
tendered after such time.

A total of EUR75,000,000 in aggregate nominal amount of the Notes has been
validly tendered for purchase pursuant to the Offer.

The Offeror announces that it has decided to set the Final Acceptance Amount
at EUR75,000,000 in aggregate nominal amount of Notes. Accordingly, the
Offeror will accept for purchase all Notes validly tendered pursuant to the
Offer with no pro rata scaling. Notes that have not been successfully tendered
or accepted for purchase pursuant to the Offer will remain outstanding.

A summary of the results of the Offer appears below:

 Description of the Notes                       ISIN / Common Code        Final Acceptance Amount  Scaling Factor  Purchase Price
 EUR550,000,000 3.250 per cent. Notes due 2025  XS1321149434 / 132114943  EUR75,000,000            N/A             82 per cent.

The Settlement Date in respect of those Notes accepted for purchase is
expected to be 16 November 2022.  Following settlement of the Offer,
EUR475,000,000 in aggregate nominal amount of the Notes will remain
outstanding.

J.P. Morgan Securities plc (Telephone: +44 20 7134 2468; Attention: Liability
Management; Email: liability_management_EMEA@jpmorgan.com) is acting as Dealer
Manager for the Offer and Kroll Issuer Services Limited (Telephone: +44 20
7704 0880; Attention: Thomas Choquet; Email: kennedywilson@is.kroll.com; Offer
Website: https://deals.is.kroll.com/kennedywilson
(https://deals.is.kroll.com/kennedywilson) ) is acting as Tender Agent.

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
United Kingdom domestic law by virtue of the EUWA (UK MAR), encompassing
information relating to the Offer described above. For the purposes of UK MAR
and the Implementing Technical Standards, this announcement is made by Padmini
Singla, General Counsel, Europe of the Offeror.

LEI Number: 213800WIL553Z1T6DZ52

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum.  No offer or invitation to acquire any securities is being made
pursuant to this announcement.  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 comes are required by each of the Offeror, the Dealer Manager and
the Tender Agent to inform themselves about, and to observe, any such
restrictions. The Offer has now expired.

 

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