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.
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.