REG - Annington Funding - Annington Announces Early Tender Results

NatwestAnnouncement

24/12/2024 08:00

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RNS Number : 1974R  Annington Funding PLC  24 December 2024

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

 

24 December 2024

 

ANNINGTON FUNDING PLC

(THE "OFFEROR")

announces the early tender results of its previously announced 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 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.

The Early Tender Deadline for the Offers was 4.00 p.m. (London time) on 23
December 2024. As at the Early Tender Deadline, an aggregate principal amount
of Tender Offer Notes of £2,022,175,000 had been validly tendered pursuant to
the terms of the Offers, as set out in the table below.

The Noteholders of the Tender Offer Notes that were validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline and are to be
accepted for purchase, subject to the terms and conditions of the Tender Offer
Memorandum, will receive from the Offeror the Early Tender Payment also as set
out in the table below.

 

 Notes       Aggregate principal amount validly tendered prior to the Early Tender Deadline  Nominal amount    Percentage of nominal amount validly tendered prior to Early Tender Deadline  Early Tender Payment

             (A)                                                                             (B)               ((A)/(B))*100)
 2029 Notes  £587,806,000                                                                    £600,000,000      97.97 per. cent                                                               £5,878,060.00
 2032 Notes  £221,820,000                                                                    £400,000,000      55.46 per. cent                                                               £2,218,200.00
 2034 Notes  £616,984,000                                                                    £625,000,000      98.72 per. cent                                                               £6,169,840.00
 2047 Notes  £553,121,000                                                                    £760,000,000      72.78 per. cent                                                               £5,531,210.00
 2051 Notes  £42,444,000                                                                     £400,000,000      10.61 per. cent                                                               £424,440.00

 

It is hereby announced that, subject to the terms and conditions of the Tender
Offer Memorandum, the Offeror intends to accept for purchase the Tender Offer
Notes validly tendered pursuant to the Offers as set out above.

The relevant Early Tender Payment will be paid, along with the relevant
Purchase Price and applicable Accrued Interest Payments to be announced as
soon as reasonably practicable after the Pricing Time (which, as set out in
the Tender Offer Memorandum is expected to be at or around 11:00 a.m. (London
time) on 8 January 2025), 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 Financing Condition.

Update on Tender Offer and Business Plan

Given the high levels of engagement and participation by Noteholders in the
Offers, as demonstrated by £2,022,175,000 in aggregate principal amount of
Tender Offer Notes being validly tendered, the terms of the Offers and the
transaction timeline remain unchanged.  Noteholders who validly tender their
Tender Offer Notes after the Early Tender Deadline but prior to the Expiration
Deadline of 4:00 p.m. (London time) on 7 January 2025 will receive the
relevant Purchase Consideration without any Early Tender Payment.

Following completion of the Transaction and the completion of the Offers and
redemption processes, Annington intends to ensure the principal of its
outstanding remaining Tender Offer Notes is around 55% of the value of its
cash, property, and other assets. Sufficient capital will be maintained within
the Group to support further investments, and to ensure continued compliance
with the financial covenants and the other terms and conditions of the
remaining outstanding Tender Offer Notes. The Offeror expects to continue to
make all payments of principal and interest on the remaining outstanding
Tender Offer Notes as and when due.

 

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                               Goldman Sachs International

 1 Churchill Place                               Plumtree Court

London E14 5HP
25 Shoe Lane

United Kingdom
London EC4A 4AU

United Kingdom
 Telephone: +44 20 3134 8515                     Telephone: +44 20 7552 2320

Email: eu.lm@barclays.com

                                               Email:liabilitymanagement.eu@gs.com
 Attention: Liability Management Group

                                                 Attention: Liability Management Group
 J.P. Morgan Securities plc                      NatWest Markets Plc
 25 Bank Street                                  250 Bishopsgate

Canary Wharf
London EC2M 4AA

London E14 5JP
 Telephone: +44 20 7134 2468                     Telephone: +44 20 7678 5222

 Email: liability_management_EMEA@jpmorgan.com   Email: NWMLiabilityManagement@natwestmarkets.com

 Attention: EMEA Liability Management Group      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
(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.

 

 

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