TIDM41BM TIDM60KE

RNS Number : 3508A

Royal London

23 May 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

23 May 2023

THE ROYAL LONDON MUTUAL INSURANCE SOCIETY LIMITED ANNOUNCES THE RESULTS OF THE TENDER OFFER FOR THE OUTSTANDING GBP400,000,000 6.125 PER CENT. FIXED RATE RESET CALLABLE GUARANTEED SUBORDINATED NOTES DUE 2043 ISSUED BY RL FINANCE BONDS NO. 2 PLC

The Royal London Mutual Insurance Society Limited (the "Guarantor") today announces the results of its invitation to holders of the outstanding GBP400,000,000 6.125 per cent. Fixed Rate Reset Callable Guaranteed Subordinated Notes due 2043 issued by RL Finance Bonds No. 2 plc (ISIN: XS0998135718) (the "Notes") to tender such Notes for purchase by the Guarantor for cash (such invitation, the "Offer").

The Offer expired at 4.00 p.m. (London time) on 22 May 2023 (the "Expiration Deadline"). As at the Expiration Deadline, the Guarantor had received valid tenders of GBP301,651,000 in aggregate principal amount of the Notes for purchase pursuant to the Offer.

The Guarantor hereby announces that it will accept for purchase pursuant to the Offer in accordance with the terms and subject to the conditions (including the New Financing Condition) set out in the tender offer memorandum dated 15 May 2023 (the "Tender Offer Memorandum") at the Purchase Price, GBP301,651,000 in aggregate principal amount of Notes validly tendered pursuant to the Offer. All valid tenders of Notes for purchase pursuant to the Offer will be accepted in full, with no pro rata scaling.

Subject to the satisfaction or waiver of the New Financing Condition on or prior to such date, settlement is expected to take place on 25 May 2023, after which GBP98,349,000 in aggregate principal amount of the Notes will remain outstanding. The Guarantor intends to cancel those Notes accepted for purchase pursuant to the Offer.

The Offer was made on the terms and subject to the conditions contained in the Tender Offer Memorandum prepared by the Guarantor. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Questions in connection with the Offer may be directed to the Dealer Managers and the Tender Agent:

Dealer Managers

 
                 BNP Paribas                        HSBC Bank plc         Merrill Lynch International 
              16, boulevard des                     8 Canada Square           2 King Edward Street 
                   Italiens                         London E14 5HQ              London EC1A 1HQ 
                 75009 Paris                        United Kingdom               United Kingdom 
                    France 
                                                   Telephone: +44 20           Telephone: +44 20 
               Telephone: +33 1                        7992 6237                   7996 5420 
            55 77 78 94 Attention:               Attention: Liability         Attention: Liability 
             Liability Management                   Management, DCM             Management Group 
                    Group                       Email: LM_EMEA@hsbc.com    Email: DG.LM-EMEA@bofa.com 
  Email: liability.management@bnpparibas.com

Tender Agent

 
          Kroll Issuer Services Limited 
                     The Shard 
              32 London Bridge Street 
                  London SE1 9SG 
            Telephone: +44 20 7704 0880 
             Attention: Harry Ringrose 
          Email: royallondon@is.kroll.com 
  Website: https://deals.is.kroll.com/royallondon

Disclaimer

The Dealer Managers do not take responsibility for the contents of this announcement. This announcement must be read in conjunction with the Tender Offer Memorandum. No offer to acquire any Notes is being made pursuant to this notice.

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/or the Tender Offer Memorandum comes are required by each of the Guarantor, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

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 AND REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

This announcement is made by the Guarantor 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 the Implementing Technical Standards, this announcement is made by Royal London Management Services Limited, company secretary of the Guarantor.

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END

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May 23, 2023 05:17 ET (09:17 GMT)

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