REG - Annington Funding - Satisfaction of Financing Condition

NatwestAnnouncement

09/01/2025 13:30

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RNS Number : 7863S  Annington Funding PLC  09 January 2025

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

 

9 January 2025

 

ANNINGTON FUNDING PLC

SATISFACTION OF FINANCING CONDITION

In conjunction with the announcement on 17 December 2024 of the launch of the
Offers, the announcement on 24 December of the early tender results of the
Offers and the announcement on 8 January 2025 of the final results of the
Offers and for the purposes of the conditional notices of redemption published
on 17 December 2024 and the announcements of the relevant Optional Redemption
Amounts published on 8 January 2025, Annington Funding plc (the "Offeror")
hereby confirms that the closing of the Transaction took place on
9 January 2025 and, as a result, the Financing Condition is satisfied.
Capitalised terms used in this announcement and not otherwise defined have the
meanings given to them in the tender offer memorandum dated 17 December 2024
(the "Tender Offer Memorandum").

The relevant Purchase Price and applicable Accrued Interest Payment, as
announced by the Offeror on 8 January 2025, together with the relevant Early
Tender Payment where applicable, will be paid to Noteholders whose Tender
Offer Notes have been accepted for purchase by the Offeror on the Settlement
Date, which is expected to occur on 14 January 2025. Further, the Optional
Redemption Amount of the respective Redemption Notes, as announced by the
Offeror on 8 January 2025, will also be paid to the holders of the
applicable Redemption Notes on the Settlement Date, which is expected to occur
on 14 January 2025.

Additionally, the Offeror intends to repay the Term Loan and cancel the
Revolving Credit Facility on 10 January 2025.

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 2320Email:liabilitymanagement.eu@gs.com

Email: eu.lm@barclays.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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