TIDMLBS
RNS Number : 5861Z
Leeds Building Society
15 September 2022
Leeds Building Society announces Tender Offer for its Regulated
GBP600,000,000 Series 11 Floating Rate Covered Bonds due 15 April
2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 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 (SEE
"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
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 UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).
15 September 2022. Leeds Building Society (the Offeror )
announces today its invitation to holders of its outstanding
Regulated GBP600,000,000 Series 11 Floating Rate Covered Bonds due
15 April 2023 (ISIN: XS1979287437) (the 2023 Covered Bonds ) to
tender any and all of their 2023 Covered Bonds for purchase by the
Offeror for cash subject to the satisfaction (or waiver) of the New
Financing Condition (as defined below) (the Offer ). The Offer is
being made on the terms and subject to the conditions contained in
the tender offer memorandum dated 15 September 2022 (the Tender
Offer Memorandum ) prepared by the Offeror for the Offer, and is
subject to the offer restrictions set out below and as more fully
described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used in this announcement but not
defined have the meanings given to them in the Tender Offer
Memorandum.
Summary of the Offer
Description of
the 2023 Covered ISIN / Outstanding Purchase Amount subject
Bonds Common Code nominal amount Price to the Offer
------------------------- ------------- ---------------- ----------- ---------------
Regulated GBP600,000,000 XS1979287437 GBP600,000,000* 100.31 per Any and all
Series 11 Floating / 197928743 cent.
Rate Covered Bonds
due 15 April 2023
* GBP14,397,000 in aggregate nominal amount of the 2023 Covered
Bonds is currently held by the Offeror and its subsidiaries.
Rationale for the Offer
The Offeror is making the Offer in order to provide liquidity to
the holders of the 2023 Covered Bonds while optimising its funding
and liquidity position. The Offer also provides holders with an
opportunity to sell their 2023 Covered Bonds ahead of their
maturity date and to receive, at the sole and absolute discretion
of the Offeror, priority in the allocation of the New Covered Bonds
(as defined below), subject to the issue of the New Covered Bonds
and such Covered Bondholder making a separate application for the
purchase of such New Covered Bonds to a Dealer Manager as described
under "Allocation of the New Covered Bonds" below.
2023 Covered Bonds purchased by the Offeror pursuant to the
Offer are expected to be cancelled and will not be re-issued or
re-sold.
Purchase Price and Accrued Interest
The Offeror will, on the Settlement Date, pay for 2023 Covered
Bonds validly tendered and accepted by it for purchase pursuant to
the Offer, a cash purchase price equal to 100.31 per cent. of the
nominal amount of such 2023 Covered Bonds (the Purchase Price )
.
The Offeror will also pay an Accrued Interest Payment in respect
of 2023 Covered Bonds accepted for purchase pursuant to the
Offer.
Any and All Offer
If the Offeror decides to accept valid tenders of any 2023
Covered Bonds for purchase pursuant to the Offer, it will accept
for purchase all 2023 Covered Bonds that are validly tendered in
full, with no pro rata scaling, subject to the satisfaction (or
waiver) of the New Financing Condition.
New Covered Bonds Offering and New Financing Condition
Alongside the Offer, the Offeror has also announced today its
intention, subject to market conditions, to issue new
sterling-denominated floating rate covered bonds (the New Covered
Bonds), irrevocably and unconditionally guaranteed as to payments
of interest and principal by Leeds Building Society Covered Bonds
Limited Liability Partnership (the LLP).
Whether the Offeror will purchase any 2023 Covered Bonds validly
tendered in the Offer is subject, without limitation, to the
successful completion (in the sole determination of the Offeror) of
the issue of the New Covered Bonds (the New Financing Condition),
or the waiver of such condition.
Even if the New Financing Condition is satisfied, the Offeror is
under no obligation to accept for purchase any 2023 Covered Bonds
tendered pursuant to the Offer. The acceptance for purchase by the
Offeror of 2023 Covered Bonds validly tendered pursuant to the
Offer is at the sole and absolute discretion of the Offeror, and
tenders may be rejected by the Offeror for any reason.
Any investment decision to purchase any New Covered Bonds should
be made solely on the basis of the information contained in (i) the
prospectus dated 14 December 2021 prepared in connection with the
Global Covered Bond Programme of the Offeror, as supplemented by
the supplementary prospectuses dated 9 May 2022 and 9 September
2022 (together, the Programme Prospectus) and (ii) the final terms
to be prepared in connection with the New Covered Bonds, and no
reliance is to be placed on any other representations other than
those contained in the Programme Prospectus.
For the avoidance of doubt, the ability to purchase any New
Covered Bonds is subject to all applicable securities laws and
regulations in force in any relevant jurisdiction (including the
jurisdiction of the relevant Covered Bondholder and the selling
restrictions set out in the Programme Prospectus). It is the sole
responsibility of each Covered Bondholder to satisfy itself that it
is eligible to purchase the New Covered Bonds.
The New Covered Bonds and the guarantee thereof have not been,
and will not be, offered or sold in the United States. Nothing in
this announcement or the Tender Offer Memorandum constitutes an
offer to sell or the solicitation of an offer to buy the New
Covered Bonds or the guarantee thereof in the United States or any
other jurisdiction. Securities may not be offered, sold or
delivered 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
Covered Bonds and the guarantee thereof 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, within the
United States or to, or for the account or benefit of, U.S. Persons
(as defined in Regulation S of the Securities Act (each a U.S.
Person)).
Compliance information for the New Covered Bonds :
UK MiFIR - professionals/ECPs-only / No PRIIPs or UK PRIIPs KID
- Manufacturer target market (UK MiFIR product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs or UK PRIIPs key information
document (KID) has been or will be prepared. No sales to UK or EEA
retail investors.
See the Programme Prospectus for further information.
No action has been or will be taken in any jurisdiction in
relation to the New Covered Bonds or the guarantee thereof to
permit a public offering of securities.
Allocation of the New Covered Bonds
When considering allocation of the New Covered Bonds, the
Offeror may give preference to those Covered Bondholders that,
prior to such allocation, have validly tendered or have given a
firm intention to any Dealer Manager that they intend to tender
their 2023 Covered Bonds for purchase pursuant to the Offer.
Therefore, a Covered Bondholder that wishes to subscribe for New
Covered Bonds in addition to tendering its existing 2023 Covered
Bonds for purchase pursuant to the Offer may be eligible to
receive, at the sole and absolute discretion of the Offeror,
priority in the allocation of the New Covered Bonds, subject to the
issue of the New Covered Bonds and such Covered Bondholder making a
separate application for the purchase of such New Covered Bonds to
a Dealer Manager (in its capacity as a joint lead manager of the
issue of the New Covered Bonds) in accordance with the standard new
issue procedures of such Dealer Manager. Any such preference will,
subject to the sole and absolute discretion of the Offeror, be
applicable up to the aggregate nominal amount of 2023 Covered Bonds
tendered by such Covered Bondholder (or in respect of which such
Covered Bondholder has indicated a firm intention to tender as
described above) pursuant to the Offer. However, the Offeror is not
obliged to allocate any New Covered Bonds to a Covered Bondholder
that has validly tendered or indicated a firm intention to tender
its 2023 Covered Bonds for purchase pursuant to the Offer and, if
any such New Covered Bonds are allocated, the nominal amount
thereof may be less or more than the nominal amount of 2023 Covered
Bonds tendered by such Covered Bondholder and accepted for purchase
by the Offeror pursuant to the Offer. Any such allocation will
also, among other factors, take into account the minimum
denomination of the New Covered Bonds (being GBP100,000).
All allocations of the New Covered Bonds, while being considered
by the Offeror as set out above, will be made in accordance with
customary new issue allocation processes and procedures in the sole
and absolute discretion of the Offeror. In the event that a Covered
Bondholder validly tenders 2023 Covered Bonds pursuant to the
Offer, such 2023 Covered Bonds will remain subject to such tender
and the conditions of the Offer as set out in the Tender Offer
Memorandum irrespective of whether that Covered Bondholder receives
all, part or none of any allocation of New Covered Bonds for which
it has applied.
Covered Bondholders should note that the pricing and allocation
of the New Covered Bonds are expected to take place prior to the
Expiration Deadline for the Offer and any Covered Bondholder that
wishes to subscribe for New Covered Bonds in addition to tendering
2023 Covered Bonds for purchase pursuant to the Offer should
therefore provide, as soon as practicable, to any Dealer Manager
any indications of a firm intention to tender 2023 Covered Bonds
for purchase pursuant to the Offer and the quantum of 2023 Covered
Bonds that it intends to tender.
General
The Offer begins on 15 September 2022 (the Launch Date ) and
will expire at 4.00 p.m. (London Time) on 23 September 2022 (the
Expiration Deadline ), unless extended, re-opened or terminated as
provided in the Tender Offer Memorandum.
In order to be eligible to receive the Purchase Price, Covered
Bondholders must validly tender their 2023 Covered Bonds by the
Expiration Deadline, by delivering, or arranging to have delivered
on their behalf, a valid Tender Instruction that is received by the
Tender Agent by the Expiration Deadline. The relevant deadline set
by any intermediary or Clearing System will be earlier than this
deadline.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum. Tender
Instructions must be submitted in respect of an aggregate nominal
amount of at least the minimum denomination in respect of the 2023
Covered Bonds (being GBP100,000), and may be submitted in integral
multiples of GBP1,000 thereafter.
Indicative Timetable for the Offer
Events Times and Dates
(all times are London
Time)
Launch Date 15 September 2022
Offer announced and Tender Offer Memorandum
available from the Tender Agent via
the website https://deals.is.kroll.com/leedsbuildingsociety
Notice of the Offer published via RNS
Expiration Deadline 4.00 p.m. on 23 September
Deadline for receipt by the Tender Agent 2022
of all Tender Instructions.
Announcement of Results As soon as reasonably
Announcement by the Offeror of whether practicable on 26 September
(subject to satisfaction (or waiver) 2022
of the New Financing Condition on or
prior to the Settlement Date) it accepts
for purchase 2023 Covered Bonds validly
tendered in the Offer and, if so, the
aggregate nominal amount of 2023 Covered
Bonds to be purchased pursuant to the
Offer.
Settlement Date Expected to be on 29 September
Subject to the satisfaction (or waiver) 2022
of the New Financing Condition, payment
of the Purchase Price and the Accrued
Interest Payment in respect of the 2023
Covered Bonds accepted for purchase.
Subject to applicable law and as provided in the Tender Offer
Memorandum, the Offeror may, in its sole and absolute discretion,
extend, re-open, amend, waive any condition of or terminate the
Offer at any time and the above times and dates are subject to the
right of the Offeror to so extend, re-open, amend and/or terminate
the Offer.
Covered Bondholders are advised to check with any bank,
securities broker or other intermediary through which they hold
2023 Covered Bonds when such intermediary would need to receive
instructions from a Covered Bondholder in order for that Covered
Bondholder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Offer before the deadlines
specified above. The deadlines set by any such intermediary and
each Clearing System for the submission of Tender Instructions will
be earlier than the relevant deadlines specified above and in the
Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made by the Offeror by (i) publication through RNS
and (ii) delivery of notices to the Clearing Systems for
communication to Direct Participants. Such announcements may also
be made on (a) the relevant Reuters Insider Screen and/or (b) by
the issue of a press release to a Notifying News Service. Copies of
all such announcements, press releases and notices can also be
obtained upon request from the Tender Agent, the contact details
for which are set out below. Significant delays may be experienced
in respect of notices delivered to the Clearing Systems and Covered
Bondholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offer.
Further Information
Covered Bondholders are advised to read carefully the Tender
Offer Memorandum for full details of, and information on the
procedures for participating in, the Offer.
Requests for information in relation to the Offer should be
directed to:
THE DEALER MANAGERS
HSBC Bank plc NatWest Markets Plc
8 Canada Square 250 Bishopsgate
London E14 5HQ London EC2M 4AA
United Kingdom United Kingdom
Telephone: +44 20 7992 6237 Telephone: +44 20 7678 5222
Attention: Liability Management Attention: Liability Management
Email: LM_EMEA@hsbc.com Email: liabilitymanagement@natwestmarkets.com
Nomura International plc The Toronto-Dominion Bank
1 Angel Lane 60 Threadneedle Street
London EC4R 3AB London EC2R 8AP
United Kingdom United Kingdom
Telephone: +44 20 7103 2410 / +44 Telephone: +44 20 7628 2262
20 7103 2454 Attention: Liability Management
Attention: Liability Management Email: LM@tdsecurities.com
Group
Email: liability.management@nomura.com
Requests for information in relation to the procedures for
tendering 2023 Covered Bonds in, and for any documents or materials
relating to, the Offer should be directed to:
THE TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Jacek Kusion
Email: leedsbuildingsociety@is.kroll.com
Website: https://deals.is.kroll.com/leedsbuildingsociety
This announcement is made by Leeds 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 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 Mark
Taylor, Head of Treasury Front Office at the Offeror.
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. Any Covered
Bondholder who is in any doubt as to the action it should take is
recommended to seek its own financial, regulatory and legal advice,
including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose
2023 Covered Bonds are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to tender such 2023 Covered Bonds in the Offer.
None of the Offeror, the LLP, the Dealer Managers or the Tender
Agent or any of their respective directors, employees, officers,
agents or affiliates expresses any opinion about the merits of the
Offer or makes any recommendation whether Covered Bondholders
should tender 2023 Covered Bonds in the Offer and no one has been
authorised by the Offeror, the LLP, the Dealer Managers or the
Tender Agent to make any such recommendation.
OFFER AND DISTRIBUTION RESTRICTIONS
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 come(s) are required by each of the Offeror, the
LLP, the Dealer Managers and the Tender Agent to inform themselves
about and to observe any such restrictions. Neither this
announcement nor the Tender Offer Memorandum constitutes an offer
to buy or the solicitation of an offer to sell 2023 Covered Bonds
(and tenders of 2023 Covered Bonds in the Offer will not be
accepted from Covered Bondholders) 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 on behalf
of the Offeror by such Dealer Manager or such affiliate (as the
case may be) in such jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Covered Bonds that would permit a public
offering of securities and the minimum denomination of the New
Covered Bonds will be GBP100,000.
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 2023
Covered Bonds 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, 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 persons located or
resident in the United States. Any purported tender of 2023 Covered
Bonds in the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
tender of 2023 Covered Bonds made by 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.
This announcement and the Tender Offer Memorandum are not an
offer of securities for sale in the United States or to U.S.
Persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Covered Bonds 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, within the United States or to, or for the account or
benefit of, U.S. Persons.
Each holder of 2023 Covered Bonds participating in the Offer
will represent that it is not located in the United States and 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 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.
United Kingdom. This announcement and the Tender Offer
Memorandum have been issued by Leeds Building Society of Sovereign
House, 26 Sovereign Street, Leeds, West Yorkshire LS1 4BJ, United
Kingdom which is authorised by the Prudential Regulation Authority
(the PRA) of 20 Moorgate, London EC2R 6DA, United Kingdom and
regulated by the Financial Conduct Authority (the FCA) of 12
Endeavour Square, London E20 1JN, United Kingdom and the PRA. This
announcement and the Tender Offer Memorandum are only addressed to
Covered Bondholders where they would (if they were clients of the
Offeror) be per se professional clients or per se eligible
counterparties of the Offeror 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/or the
Tender Offer Memorandum should note that the Offeror 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 Offeror or for providing advice
in relation to the Offer.
In addition, this announcement, 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 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.
Italy. None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been 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 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,
Covered Bondholders or beneficial owners of the 2023 Covered Bonds
that are located in Italy can tender Covered Bonds for purchase in
the Offer through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in the Republic of 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 2023 Covered Bonds or the Offer.
France. The Offer is not being made, directly or indirectly, to
the public in the Republic of France (France). None of this
announcement, the Tender Offer Memorandum or 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. Neither this
announcement nor the Tender Offer Memorandum have been or will be
submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENLAMRTMTIBMFT
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September 15, 2022 03:47 ET (07:47 GMT)
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