REG - Coventry BuildingSoc - Target Acceptance Amount for its Tender Offer

TPGAnnouncement

05/06/2024 10:00

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RNS Number : 2102R  Coventry Building Society  05 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(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.

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 IN OR
INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR
TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

 

Coventry Building Society announces Target Acceptance Amount for its Tender
Offer

5 JUNE 2024. Further to its announcement dated 3 June 2024, Coventry Building
Society (the Society) announces today the Target Acceptance Amount for its
invitation to eligible holders of its outstanding £415,000,000 Perpetual
Contingent Convertible Additional Tier 1 Capital Securities (ISIN:
XS1961836712) (the Capital Securities) to tender their Capital Securities for
purchase by the Society for cash, subject to satisfaction (or waiver) of the
New Financing Condition and the other conditions described in the tender offer
memorandum dated 3 June 2024 (the Tender Offer Memorandum) prepared by the
Society in connection with the Offer) (the Offer).

The Target Acceptance Amount, which is the maximum aggregate principal amount
of Capital Securities the Society proposes to accept for purchase pursuant to
the Offer, has been set at £415,000,000. Accordingly, if the Society decides
to accept any Capital Securities for purchase pursuant to the Offer, it
currently intends to accept all Capital Securities validly tended pursuant to
the Offer with no pro rata scaling, although the Society reserves the right,
in its sole and absolute discretion, to accept significantly less than such
amount, or to accept none of such Capital Securities, for purchase pursuant to
the Offer.

The Offer is being made on the terms and subject to the conditions contained
in the Tender Offer Memorandum as updated by this announcement, and is subject
to the offer restrictions set out below and as more fully described in the
Tender Offer Memorandum. Capitalised terms used but not otherwise defined in
this announcement shall have the meanings given to them in the Tender Offer
Memorandum.

Securityholders are advised to read carefully the Tender Offer Memorandum for
full details of, and information on the procedures for, participating in the
Offer.

For detailed terms of the Offer please refer to the Tender Offer Memorandum as
updated by this announcement, available from
https://projects.morrowsodali.com/cbs, the website operated by the Tender and
Information Agent for the purposes of the Offer (the Offer Website), subject
to registration and distribution restrictions.

 DEALER MANAGERS

BNP PARIBAS                                               J.P. Morgan Securities plc
 16, boulevard des Italiens
 25 Bank Street

 75009 Paris                                               Canary Wharf

 France                                                    London E14 5JP

                                                           United Kingdom

 Telephone: +33 1 55 77 78 94                              Telephone: +44 20 7134 2468

 Attention:  Liability Management Group                    Attention: EMEA Liability Management Group

 Email:                                                    Email: liability_management_EMEA@jpmorgan.com

 liability.management@bnpparibas.com                     (mailto:liability_management_EMEA@jpmorgan.com)
 (mailto:liability.management@bnpparibas.com)
 Lloyds Bank Corporate Markets plc                         NatWest Markets Plc
 10 Gresham Street

                            250 Bishopsgate
 London EC2V 7AE

                            London EC2M 4AA
 United Kingdom

                            United Kingdom
 Telephone: +44 20 7158 1726 / 3939

                            Telephone: +44 20 7678 5282
 Attention: Liability Management Group

                            Attention: Liability Management Group
 Email: lbcmliabilitymanagement@lloydsbanking.com

 (mailto:lbcmliabilitymanagement@lloydsbanking.com)        Email: NWMLiabilityManagement@natwestmarkets.com
                              (mailto:NWMLiabilityManagement@natwestmarkets.com)
 UBS AG London Branch

 5Broadgate

 London EC2M 2QS

 United Kingdom

 Telephone: +44 20 7568 1121

 Attention: Liability Management

 Email: ol-liabilitymanagement-eu@ubs.com
 (mailto:ol-liabilitymanagement-eu@ubs.com)

 

 TENDER AND INFORMATION AGENT
 Morrow Sodali Limited

 103 Wigmore Street

 London W1U 1QS

 United Kingdom

 Telephone: +44 20 4513 6933

 Attention: Global Debt Services Team

 Email: cbs@investor.morrowsodali.com (mailto:cbs@investor.morrowsodali.com)

 Offer Website: https://projects.morrowsodali.com/cbs
 (https://projects.morrowsodali.com/cbs)

UK MARKET ABUSE REGULATION

This announcement is made by Coventry 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 as it forms
part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 (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 Lee Raybould, Chief Financial Officer
of Coventry Building Society.

LEI: 2138004G59FXEAZ6IO10

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 Securityholder is in any doubt as to
the contents of the Tender Offer Memorandum or the action it should take, it
is recommended to seek its own financial, investment, regulatory and legal
advice, including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, regulatory, tax
or legal adviser.  Any individual or company whose Capital Securities 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 Capital Securities pursuant to the Offer. None of the Society, the Dealer
Managers or the Tender and Information Agent or any of their respective
directors, employees or affiliates 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 Securityholders either as a class or individuals, and none of them makes
any recommendation whether Securityholders should tender Capital Securities
pursuant to the Offer.  None of the Society, the Dealer Managers or the
Tender and Information Agent (or any of their respective directors, officers,
employees, agents, advisers or affiliates) is providing Securityholders with
any legal, business, tax, financial, investment, accounting or other advice in
this announcement and/or the Tender Offer Memorandum and/or in connection with
the Offer. Securityholders should consult with their own advisers as they
consider appropriate to assist them in taking decisions with respect to the
Offer, including to determine whether they are legally permitted to tender
Capital Securities pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an
invitation to participate in the Offer in or from any jurisdiction in or from
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 the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.  Persons into whose
possession this announcement and the Tender Offer Memorandum comes are
required by each of the Society, the Dealer Managers and the Tender and
Information Agent to inform themselves about, and to observe, any such
restrictions.

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 Capital Securities
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 and 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
Capital Securities in the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported tender of
Capital Securities made by, or by any person acting for the account or benefit
of, 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.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy
or sell, or a solicitation of an offer to sell or buy, any Capital Securities
or other securities in the United States. Securities may not be offered or
sold in the United States absent registration under, or an exemption from the
registration requirements of, the United States Securities Act of 1933, as
amended (the Securities Act). The New Capital Securities have not been, and
will not be, registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be offered, sold
or delivered, directly or indirectly, in the United States or to, or for the
account or benefit of, any U.S. person (as defined in Regulation S under the
Securities Act).

Each holder of Capital Securities 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 two paragraphs, 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 and the Tender Offer Memorandum or
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. Accordingly, Securityholders or beneficial owners of the Capital
Securities that are located in Italy may tender their Capital Securities for
purchase 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, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with any other applicable laws
and regulations and with any 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
Capital Securities and/or the Offer.

United Kingdom: This announcement and the Tender Offer Memorandum have been
issued by Coventry Building Society of Coventry House, Binley Business Park,
Harry Weston Road, Coventry CV3 2TQ, United Kingdom, which is authorised by
the Prudential Regulation Authority (the PRA) and regulated by the PRA and the
Financial Conduct Authority (the FCA). This announcement is directed, and the
Tender Offer Memorandum is being distributed, only to Securityholders 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 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 and 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 (as
amended, the Financial Promotion Order)) or persons who are within Article 43
of the Financial Promotion Order, or to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.

France: The Offer is not being made, directly or indirectly, to the public in
the Republic of France (France).  This announcement and 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 Regulation (EU) 2017/1129, as amended.  This announcement
and the Tender Offer Memorandum have not been and will not be submitted for
clearance to nor approved by the Autorité des Marchés Financiers.

Belgium: The Offer is not being made, and will not be made or advertised,
directly or indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of Article I.1, 2° of the Belgian Code of Economic Law, as
amended from time to time (a Belgian Consumer) and this announcement and the
Tender Offer Memorandum or any other documents or materials relating to the
Offer have not been and shall not be distributed, directly or indirectly, in
Belgium to Belgian Consumers.

General: Neither this announcement nor the Tender Offer Memorandum constitutes
an offer to buy or the solicitation of an offer to sell Capital Securities
(and tenders of Capital Securities in the Offer will not be accepted from
Securityholders) 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 any
Dealer Manager or any of its 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.

 

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