THIS NOTICE IS IMPORTANT AND
REQUIRES THE IMMEDIATE
ATTENTION OF PIBS
HOLDERS.
IF ANY PIBS HOLDER IS IN ANY
DOUBT AS TO THE ACTION IT SHOULD TAKE, IT IS RECOMMENDED THAT SUCH
PIBS HOLDER SEEKS ITS OWN FINANCIAL AND/OR LEGAL
ADVICE,
INCLUDING IN RESPECT OF
ANY TAX
CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, SOLICITOR, ACCOUNTANT OR
OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL
ADVISER.
FURTHER INFORMATION REGARDING
THE MATTERS REFERRED TO IN THIS NOTICE IS AVAILABLE IN THE OFFER
MEMORANDUM REFERRED TO BELOW. ELIGIBLE PIBS HOLDERS ARE ENCOURAGED
TO REQUEST A COPY OF THAT DOCUMENT (IF THEY HAVE NOT ALREADY
RECEIVED ONE) AS PROVIDED IN THIS NOTICE AND TO READ THIS NOTICE
TOGETHER WITH THE OFFER MEMORANDUM.
PIBS HOLDERS MAY ALSO CONTACT
EITHER THE RECEIVING AGENT, THE RETAIL AND INFORMATION AGENT OR THE
DEALER MANAGER, AS DIRECTED IN THIS NOTICE AND USING THE CONTACT
DETAILS PROVIDED IN THIS NOTICE FOR FURTHER INFORMATION REGARDING
THE RESOLUTION PROPOSED IN THIS NOTICE
Leeds Building
Society
(formerly known as Leeds and
Holbeck Building Society)
(incorporated in England and
Wales under the Building Societies Act 1986, as
amended)
(the
"Society")
NOTICE OF
MEETING
to all
holders of its outstanding
£25,000,000 133/8
per cent. Permanent Interest Bearing Shares
(ISIN:
GB0005104913)
(the
"PIBS")
NOTICE IS HEREBY GIVEN that a
meeting (the "Meeting") of
the holders of the PIBS (the "PIBS
Holders") is being convened by the Society at the offices of
Allen & Overy LLP, One Bishops Square, London E1 6AD, United
Kingdom at 1:00 p.m. (UK time) on 2 April 2024 for the purpose of
considering and, if thought fit, passing the resolution set out
below (the "Resolution").
The Resolution is being proposed in accordance with the Special
Conditions of Issue of the PIBS (the "Conditions", and references to a
numbered "Condition" should
be read accordingly) and, if passed, will approve the variation of
the Conditions to provide for the Society to redeem (the
"Issuer Call") all, but not
some only, of the PIBS that are not purchased pursuant to the
Tender Offer (as defined below), by payment of the redemption price
of £1,900 for each £1,000 in principal amount of such PIBS (the
"Redemption Price"), and a
separate amount in lieu of accrued and unpaid interest on the PIBS
up to (but excluding) the Redemption Date (as defined below)
(together with the Redemption Price, the "Redemption Consideration"). The
implementation of the Resolution (if passed) will be at the
discretion of the Society.
Unless the context otherwise
requires, capitalised terms used but not defined in this Notice
shall have the meaning given in the Conditions, the Resolution and
(if applicable) the Offer Memorandum (as defined below).
As at the date of this Notice of
Meeting, £24,997,000 in aggregate principal amount of the PIBS
remain outstanding, which reflects £3,000 in principal amount of
the PIBS previously acquired by the Society and which have been
cancelled.
TENDER OFFER AND CONSENT
SOLICITATION
In connection with the proposal
being put to the PIBS Holders at the Meeting, the Society is
inviting PIBS Holders to (i) tender any and all of their PIBS for
purchase by the Society for cash (the "Tender Offer") ('Option 1') (full
details of which are set out in an Offer Memorandum dated 27
February 2024 (the "Offer Memorandum") which (if it has not already been received) is available to
eligible PIBS Holders as further provided below) or (ii) submit a
Voting Only Instruction (as defined below) specifying 'Option 2'
(thereby appointing the Chairperson of the Meeting (or their
nominee) as proxy to vote on the Resolution in accordance with the
relevant PIBS Holder's instructions) by the Voting Deadline (as
defined below) to be eligible to receive the voting fee (the
"Voting Fee") of 2.00 per
cent., or £20 for each £1,000, of the principal amount of the PIBS
in respect of which such Voting Only Instructions are submitted
(the invitation made by the Society for such approval of the
Proposed Variation (as defined below), the "Consent Solicitation").
While other options are available to
PIBS Holders (as explained further below), PIBS Holders should note
that only PIBS Holders that deliver a valid Tender Instruction
('Option 1') by the Tender Deadline or a valid Voting Only
Instruction specifying 'Option 2' by the Voting Deadline will to be
eligible for the Voting Fee. Payment of the Voting Fee is
conditional on the passing of the Resolution and the implementation
of the proposed variation (the "Proposed Variation") of the Conditions
to provide for the Issuer Call and to reflect the change in the
Society's name since the PIBS were issued. Where payable, the
Voting Fee will be paid to relevant PIBS Holders in addition to (i)
the consideration payable on the purchase of PIBS pursuant to the
Tender Offer, for eligible PIBS Holders that have submitted valid
Tender Instructions ('Option 1') or (ii) the Redemption
Consideration payable on the redemption of PIBS pursuant to the
Issuer Call, for eligible PIBS Holders that have submitted Voting
Only Instructions.
The
Voting Deadline is 1:00 p.m. (UK time) on 27 March 2024 (the
"Voting Deadline") unless extended, re-opened or terminated. Any
PIBS Holder who does not wish to participate in the Tender Offer
but who wishes to be eligible to receive the Voting Fee must
validly submit a Voting Only Instruction specifying 'Option 2' by
the Voting Deadline.
The Tender Offer is open to all PIBS
Holders (subject to offer restrictions under applicable laws,
including in the United States, the United Kingdom, Italy, France
and Belgium). Further details of the Tender Offer and the Consent
Solicitation are set out in the Offer Memorandum.
PIBS Holders may have received a
copy of the Offer Memorandum by mail. In addition, PIBS Holders may
(subject to distribution restrictions) obtain an electronic copy of
the Offer Memorandum as provided in the section headed
"Further Information"
below.
PIBS Holders who elect to tender
their PIBS in the Tender Offer will also automatically appoint the
Chairperson of the Meeting (or their nominee) as proxy to vote in
favour of the Resolution in respect of their tendered PIBS.
Such PIBS Holders should take no
other action in connection with the Meeting or the
Resolution.
None of the Society, Nomura
International plc as dealer manager and solicitation agent with
respect to the Tender Offer and Consent Solicitation to
Institutional Investors (as defined below) only (the "Dealer Manager"), D.F. King Ltd as
retail information agent (the "Retail Information Agent"), Link Market
Services Limited (the "Receiving
Agent"), or Computershare Investor Services PLC as registrar
(the "Registrar") or any of
their respective Affiliates expresses any opinion on, nor do they
make any recommendation or representation as to the merits of, the
Tender Offer, the Consent Solicitation, the Proposed Variation or
the Resolution.
BACKGROUND
Pursuant to Condition 7, the
Conditions may be varied by the Society with the sanction of a
resolution passed at a meeting of PIBS Holders held in accordance
with Condition 8. The Society is proposing the Resolution which
seeks the consent of PIBS Holders to the Proposed Variation of the
Conditions to provide for the Society to redeem, pursuant to the
Issuer Call, all, but not some only, of the PIBS that are not
purchased pursuant to the Tender Offer, by payment on the
Redemption Date of the Redemption Consideration.
The "Redemption Date", if the Resolution is passed at the
Meeting and the Proposed Variation is implemented, will be the same
date as the settlement date of the Tender Offer, and will be
notified to PIBS Holders following such passing
and implementation. If the Resolution is
passed at the first Meeting, the Redemption Date
is expected to be 9 April 2024.
The Annex to this Notice sets out
the Proposed Variation.
The Society wishes to buy back the
PIBS because they no longer satisfy the purpose for which they were
originally issued for in 1992. The PIBS were originally issued to
count towards the 'tier 1' capital requirements of the Society.
Under these requirements, building societies must maintain a
certain level of capital reserves that are designed to absorb
losses in times of financial stress while protecting member
deposits and enabling the Society to continue as a viable
business.
The PIBS were originally issued with
the terms and conditions that counted towards the 'tier 1' capital
requirements at the time. However, the capital rules have since
changed and the PIBS are no longer eligible to count towards the
'tier 1' capital of the Society.
The Society, as with all major UK
financial institutions, is also required by its regulators to take
reasonable steps to remediate the treatment of legacy capital
instruments which could cause impediments to resolvability in the
case of insolvency. Therefore, the Society has elected to launch
the Offers with a view to buying back all the PIBS in full if the
Resolution is passed.
The Society has previously received
permission from the Prudential Regulation Authority to buy back the
PIBS at any time prior to 23 May 2024. The Society has sufficient
capital and financial resources in place to buy back the
PIBS.
For reference, the quoted mid-market
prices for the PIBS on the London Stock Exchange plc (sourced from
Bloomberg) as at close of business on 19 February 2024 (the latest
practicable date before finalisation of this Notice) and on the
first dealing day on each of the prior six months were as
follows:
1 September
2023 170.250% (£1,702.50 for each
£1,000 in principal amount of the PIBS)
2 October
2023
170.250% (£1,702.50 for each £1,000 in principal amount of the
PIBS)
1 November
2023 165.750% (£1,657.50 for
each £1,000 in principal amount of the PIBS)
1 December
2023 167.625% (£1,676.25 for
each £1,000 in principal amount of the PIBS)
2 January
2024
170.750% (£1,707.50 for each £1,000 in principal amount of the
PIBS)
1 February
2024 171.250%
(£1,712.50 for each £1,000 in principal amount of the
PIBS)
19 February
2024 169.750% (£1,697.50
for each £1,000 in principal amount of the PIBS)
This reflects the quoted mid-price
of the bid and offered prices on the London Stock Exchange on such
date. It should be noted that, given limited trading volumes in the
PIBS, this mid-market price may not be a reliable indicator of the
price at which a PIBS Holder would have been able to sell their
PIBS in the market on such date, and should not be taken as an
indication of the price at which a PIBS Holder may be able to sell
their PIBS in the market on any future date.
Further information (including risk
factors and other considerations) in relation to the Resolution and
the matters contemplated in the Resolution, including additional
information on why the Society is proposing the Resolution, can be
found in the Offer Memorandum. PIBS Holders who are Retail
Investors (as defined below) may contact the Receiving Agent and
any Intemediary or advisor that represents Retail Investors may
contact the Retail Information Agent, in each case at the contact
details provided below if they have questions about the Resolution,
the Tender Offer and/or the Consent Solicitation. PIBS Holders who
are Institutional Investors may contact the Dealer Manager at the
contact details provided below if they have questions about the
Resolution, the Tender Offer and/or the Consent
Solicitation.
A "Retail Investor" is a PIBS Holder who
is not an Institutional Investor (as defined below). Any PIBS
Holder who is an individual (rather than a company or other
organisation) will be a Retail Investor. Any PIBS Holder that is a
company or other organisation and is not sure whether they are a
Retail Investor or an Institutional Investor may contact the Retail
Information Agent for further information, using the contact
details below.
An "Institutional Investor" is a PIBS
Holder that is:
(i) an "eligible
counterparty" or a "professional client", each as defined in
Directive 2014/65/EU (as amended); or
(ii) an "eligible
counterparty" as defined in the FCA Handbook Conduct of Business
Sourcebook or a "professional client" as defined in Regulation (EU)
No 600/2014 as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018.
PROPOSAL
Pursuant to this Notice, the Society
is convening the Meeting to request that the PIBS Holders consider
and agree to the matters contained in the Resolution
below.
If the Resolution is passed by the
PIBS Holders in accordance with the provisions of the Conditions
and the Proposed Variation is implemented by the Society, the
Resolution and the related variation of the Conditions to provide
for the Proposed Variation will be binding on all PIBS Holders,
whether or not present or represented at the Meeting and whether or
not voting in favour.
The terms of the Resolution are set
out below.
RESOLUTION
"THAT this Meeting of the holders
(the "PIBS Holders") of the
outstanding £25,000,000 133/8 per cent. Permanent
Interest Bearing Shares (the "PIBS") of Leeds Building Society (the
"Society"), governed by the
Special Conditions of Issue of the PIBS (the "Conditions", and references to a
numbered "Condition" shall
be read accordingly):
1. assents to,
sanctions and authorises the Society to vary the Conditions in
accordance with the proposed variations shown in the Annex to the
Notice of Meeting;
2. assents to,
sanctions and authorises the Society to make any further variations
of the Conditions which are incidental to, or reasonably necessary
to implement and/or give effect to, the variations assented to
under paragraph 1 above;
3. declares
that the implementation of this Resolution shall be conditional on
the acceptance by the Society of all of the PIBS that have been
validly tendered in the Tender Offer as described in the Offer
Memorandum;
4. approves
the Consent Solicitation as described in the Offer Memorandum to
which this Resolution relates, and its implementation;
5. sanctions
and consents to every variation, modification, abrogation or
compromise of, or arrangement in respect of, the rights of the PIBS
Holders appertaining to the PIBS against the Society, whether or
not such rights arise under the Conditions or otherwise, involved
in or resulting from or to be effected by the variations referred
to in paragraphs 1 and 2 of this Resolution and the implementation
thereof;
6. resolves
that this Resolution shall take effect as a sanction by resolution
pursuant to Condition 8, and the Society shall at its discretion be
entitled (but not obliged) to make the variations hereby assented
to; and
7.
acknowledges that the following terms, as used in this Resolution,
shall have the meanings given below:
"Notice of Meeting" means the notice of
this Meeting dated 27 February 2024 given by the Society to PIBS
Holders; and
"Offer Memorandum" means the Offer
Memorandum dated 27 February 2024 prepared by the Society and
relating to, inter alia,
the PIBS, the Consent Solicitation and the Tender
Offer."
It shall not be possible to make any
amendments to the terms of the Resolution.
GENERAL
A copy of the current Conditions of
the PIBS are available at www.dfkingltd.com/lbs
The
attention of PIBS Holders is particularly drawn to the procedures
for voting, quorum and other requirements for the passing of the
Resolution at the Meeting (including at any adjourned Meeting),
which are set out under "Voting and Quorum"
below.
VOTING AND
QUORUM
A
PIBS Holder who, by no later than 1:00 p.m. (UK time) on 27
March 2024 (the "Tender
Deadline"), submits (or arranges to have submitted on its
behalf) a valid Tender Instruction in the Tender Offer (and does
not revoke that Tender Instruction in the limited circumstances in
which revocation is permitted) will, as part of such Tender
Instruction, have given instructions for the appointment of the
Chairperson of the Meeting (or their nominee) as such PIBS Holder's
proxy to vote in respect of the PIBS which are the subject of such
PIBS Holder's Tender Instruction in favour of the Resolution.
Such PIBS Holder will not be
entitled to attend or vote in respect of the PIBS to which its
Tender Instruction relates at the Meeting itself, and accordingly
should not take any further action in relation to those PIBS with
respect to the Meeting or the Resolution.
1.
A PIBS Holder who would like to attend the Meeting
or appoint a proxy to do so on their behalf must be the Registered
Holder (as defined below) of the relevant PIBS, with full authority
to exercise the votes attaching to its PIBS, at 1:00 p.m. (UK time)
on 27 March 2024 (the "Voting
Deadline" and "PIBS Record
Time") and at the time of the Meeting.
As used in this Notice, an
"Instruction" shall mean
either:
(i) a valid
Tender Instruction which is validly submitted (and not revoked) in
the Tender Offer (as further described in the Offer Memorandum);
or
(ii) a Voting Only
Instruction which is validly submitted (and not
revoked).
A "Voting Only Instruction" is an
instruction delivered by or on behalf of a PIBS Holder:
(a)
appointing the Chairperson of
the Meeting (or their nominee) as a proxy to attend the Meeting
(including any adjourned such Meeting) on such PIBS Holder's behalf
and to cast the votes attaching to the PIBS which are the subject
of such Voting Only Instruction in the manner directed by the PIBS
Holder in such Voting Only Instruction; or
(b)
confirming their intention to
attend the Meeting in person, or to appoint a person other than the
Chairperson of the Meeting as a proxy to attend the Meeting on
their behalf, and to cast the votes attaching to the PIBS at the
Meeting.
A PIBS Holder who wishes to tender
their PIBS in the Tender Offer ('Option 1' on
the Paper Instruction Form (as defined below)) should follow the
procedures for tendering PIBS set out in the Offer Memorandum. A
Tender Instruction will not be valid unless or until the
certificate(s) in respect of PIBS to which such Tender Instruction
relates have been received by the Receiving Agent. Any Tender
Instruction in respect of which the Receiving Agent has not
received, by the Tender Deadline, the certificate(s) in respect of
PIBS to which such Tender Instruction relates will be deemed to be
a Voting Only Instruction specifying 'Option 2' in favour of the
Resolution (as discussed below), although the Society reserves the
right, in its absolute discretion, to treat such instruction as a
valid Tender Instruction if the Receiving Agent subsequently
receives the certificate(s) in respect of the relevant
PIBS.
A PIBS Holder who does not wish to
tender their PIBS but who wishes to vote on the Resolution should
submit a Voting Only Instruction. PIBS Holders wishing to submit a
Voting Only Instruction should contact the Receiving Agent to
obtain (if they have not already received one) a copy of the
relevant form (the "Paper
Instruction Form") for
completion. The PIBS Holder should (a) complete 'Option 2'
on the Paper Instruction Form if they would like to appoint the
Chairperson of the Meeting (or their nominee) as their proxy to
vote in accordance with such PIBS Holder's instructions on the
Paper Instruction Form, or (b) complete 'Option 3' on
the Paper Instruction Form if they would like to attend and vote at
the Meeting themselves or appoint a different person as their proxy
to do so on their behalf.
In each case, the PIBS Holder should
send their completed Paper Instruction Form to the Receiving Agent,
which must be received by no later than the Voting
Deadline.
In
order to be eligible for the Voting Fee, PIBS Holders must either
(i) deliver a valid Tender Instruction ('Option 1') by the Tender
Deadline or (ii) deliver a valid Voting Only Instruction specifying
'Option 2' by the Voting Deadline, and (in each case) must not
attend, or seek to attend, the Meeting (or, if applicable, the
adjourned Meeting) in person or make any other arrangements to be
represented at the Meeting (or, if applicable, the adjourned
Meeting) (other than by way of the relevant Tender Instructions
('Option 1') or Voting Only Instructions specifying 'Option 2').
PIBS Holders are entitled to, and so may choose to, attend and vote
at the Meeting (or, if applicable, the adjourned Meeting) in
person, or make other arrangements to be represented and vote at
the Meeting (or, if applicable, the adjourned Meeting) (other than
by way of the relevant Tender Instructions ('Option 1') or Voting
Only Instructions specifying 'Option 2'), in accordance with the
provisions described in this Notice. However, any PIBS Holder that
separately seeks to appoint a proxy to vote at the Meeting (or, if
applicable, the adjourned Meeting) on its behalf or attends the
Meeting (or, if applicable, the adjourned Meeting) in person or
makes other arrangements to be represented and vote at the Meeting
(or, if applicable, the adjourned Meeting), other than by way of
the relevant Tender Instructions ('Option 1') or Voting Only
Instructions specifying 'Option 2', will
not be eligible to receive the Voting Fee, irrespective of
whether such PIBS Holder has delivered a Tender Instruction
('Option 1') or a Voting Only Instruction specifying 'Option 2' or
such other arrangements are made by the Tender Deadline or the
Voting Deadline.
Only Registered Holders of
PIBS are able to submit Instructions. If a PIBS Holder is a beneficial owner holding its PIBS
through a broker, dealer, bank, custodian, trust company or other
nominee or intermediary (each an "Intermediary"), the PIBS Holder should
contact such Intermediary as a matter of priority to determine what
instructions such Intermediary will require from such PIBS Holder,
and by when, in order for an Instruction to be validly submitted on
behalf of such PIBS Holder not later than the deadlines specified
above. Such Intermediary will need
instructions from such PIBS Holder before those
deadlines.
A "Registered Holder" means a holder
recorded on the register maintained by the Registrar on behalf of
the Society as being a holder of legal title to PIBS. A PIBS Holder
who is a beneficial owner (i.e. holding beneficial interests in
PIBS) but who is not itself a Registered Holder should contact the
Registered Holder or other Intermediary through which it holds its
PIBS so that the Registered Holder or other Intermediary can
arrange for an Instruction to be submitted on behalf of such
beneficial owner.
General
A PIBS Holder who makes arrangements
to attend, or to appoint a proxy to attend, the Meeting ('Option 2'
and 'Option 3' on the Paper Instruction Form) will be required to
undertake not to transfer or dispose of its PIBS prior to
conclusion of the Meeting (including any adjourned such Meeting)
(and the Redemption Date in the case of 'Option 2'), unless the
Instruction is validly revoked.
PIBS Holders should note that all
Instructions shall (unless validly revoked, in the circumstances in
which such revocation is permitted) remain valid for any adjourned
Meeting.
PIBS Holders who wish to vote without tendering their PIBS are
urged to consider selecting 'Option 2' for their PIBS on the Paper
Instruction Form, appointing the Chairperson of the Meeting (or
their nominee) as proxy to cast their votes. PIBS Holders must
select 'Option 2' and submit their Voting Only Instruction by the
Voting Deadline to be eligible for the Voting Fee. PIBS Holders
that select 'Option 3' on the Paper Instruction Form will not be
eligible to receive the Voting Fee even if their Voting Only
Instructions are received by the Receiving Agent by the Voting
Deadline.
PIBS Holders who select 'Option 3'
for their PIBS, and thus elect to attend the Meeting (or to appoint
a proxy other than the Chairperson of the Meeting (or their
nominee) to attend the Meeting on their behalf) will be required to
specify, on their Paper Instruction Form, an email address to which
the relevant Meeting details can be provided by the Receiving
Agent. The relevant details for attending the Meeting in person
will be emailed to the relevant participants on the day before the
Meeting (or, if applicable, the adjourned Meeting). Participants
who are expecting to receive such details and have not received
them by 2.00 p.m. (UK time) on the day before the Meeting should
contact the Receiving Agent, whose contact details are set out
under 'Further
Information' below.
Any PIBS Holders who do not submit a
valid Tender Instruction ('Option 1) or a valid Voting Only
Instruction specifying 'Option 2' by the Tender Deadline or Voting
Deadline (as applicable) or a Paper Instruction Form specifying
'Option 3' by the Voting Deadline (including for any adjourned
Meeting) will not be able to tender their PIBS for purchase or be
eligible to receive the Voting Fee or be able to vote on the
Resolution whether at the Meeting or any adjourned
Meeting.
2.
The quorum required for the Meeting to consider
the Resolution is one or more persons present in person or by proxy
and holding or representing in the aggregate not less than
one-third of the principal amount of the PIBS for the time being
outstanding. If a quorum is not present within 15 minutes
after the time appointed for the Meeting, the Meeting will be
adjourned for a period being not less than 14 days nor more than 42
days and to a place determined by the Chairperson of the
Meeting. The quorum at such an adjourned Meeting will be the
same as for the first Meeting, except that if such quorum is not
present within half an hour of the time appointed for the start of
the adjourned Meeting, then one or more persons present in person
or by proxy and holding or representing any PIBS, irrespective of
the aggregate principal amount of the PIBS so represented, shall
form a quorum.
The holding of any adjourned Meeting
will be subject to the Society giving at least 10 clear days'
notice to the PIBS Holders of such adjourned Meeting.
3.
Every question submitted to the Meeting shall be
decided by a poll by one or more persons present and holding PIBS
or being proxies and representing in aggregate not less than
three-quarters of the principal amount of the PIBS represented at
such Meeting voting in favour of such question. On such a poll,
every person who is present shall have one vote in respect of each
£1,000 in principal amount of the PIBS which they are representing
at the Meeting. If a PIBS Holder holds less than £1,000 in
principal amount of PIBS or holds an amount of PIBS which is not a
whole multiple of £1,000, it should contact the Receiving Agent for
guidance on how to participate in the Offers.
The Chairperson of the Meeting and
the Receiving Agent shall be entitled to request reasonable
evidence of a holding of PIBS and/or the validity of any
appointment of a proxy, and shall be entitled to disregard any
instructions or votes purported to be cast by persons who are
unable to provide evidence to their reasonable
satisfaction.
4.
If passed, the Resolution shall be binding on all
PIBS Holders, whether or not present or represented at the Meeting
and whether or not voting in favour of the
Resolution.
5.
The Society will nominate the Chairperson for the
Meeting.
FURTHER
INFORMATION
Retail Investors
PIBS Holders who are Retail
Investors* who have questions or require technical assistance in
connection with the delivery of Instructions, or who have other
questions regarding the proposals referred to in this Notice,
should contact the Receiving Agent, Link Market Services
Limited.
Any Intermediary or advisor that
represents Retail Investors can contact the Retail Information
Agent, D.F. King, with any questions regarding the proposals
referred to in this Notice or to request an electronic copy of the
Offer Memorandum.
The contact details of the Receiving
Agent and the Retail Information Agent are set out
below.
*
You will be a "Retail
Investor" if you are not an Institutional Investor as
defined below. Any PIBS Holder who is an individual (rather than a
company or other organisation) will be a Retail Investor. Any PIBS
Holder that is a company or other organisation and is not sure
whether they are a Retail Investor or an Institutional Investor may
contact the Retail Information Agent for further
information.
Link Market Services Limited
Telephone:
0371 664 0321 (if calling from within the UK)
Lines are open from 9.00 a.m. to 5.30 p.m. (UK time) Monday to
Friday (excluding public holidays in England and Wales). If calling
from within the UK, please call 0371 664 0321. If calling from
outside the UK, please call +44 371 664 0321 (calls using this
number from within the UK will be charged at the standard
geographic rate and will vary by provider). Calls from outside the
UK will be charged at the applicable international rate. Please
note that calls may be monitored for security and training
purposes. The helpline cannot provide advice on the merits of the
Offers nor give any financial, legal or tax
advice.
D.F. King
Telephone:
+44 20 7920 9700
Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to
Friday (excluding public holidays in England and Wales). Calls
using this number from within the UK will be charged at the
standard geographic rate and will vary by provider. Calls from
outside the UK will be charged at the applicable international
rate.
Email:
LBS@dfkingltd.co.uk
----
** Please note that calls may
be monitored for security and training purposes. The helplines
cannot provide advice on the merits of the proposals nor give any
financial, legal or tax advice.
Institutional Investors
Institutional Investors** who have
questions or require technical assistance in connection with the
delivery of Instructions should contact the Receiving Agent using
the above contact details. Institutional Investors who have any
other questions regarding the proposals referred to in this Notice,
or who wish to request an electronic copy of the Offer Memorandum,
should contact Nomura International plc, who has been appointed as
the Society's dealer manager and solicitation agent with respect to
the Tender Offer and Consent Solicitation to Institutional
Investors. Their contact details are set out below.
**
An "Institutional Investor"
means a PIBS Holder that is (i) an "eligible counterparty" or a
"professional client", each as defined in Directive 2014/65/EU (as
amended); or (ii) an "eligible counterparty" as defined in the FCA
Handbook Conduct of Business Sourcebook or a "professional client"
as defined in Regulation (EU) No 600/2014 as it forms part of
English domestic law by virtue of the European Union (Withdrawal)
Act 2018.
Nomura International plc
Telephone: +44 20
7103 2410 / +44 20 7103 2454
Email:
liability.management@nomura.com
Attention:
Liability Management
Group
Please
note: None of the Society, the Dealer Manager, the
Receiving Agent, the Retail Information Agent or the Registrar is
able to provide any financial, legal, tax, accounting or any other
advice in connection with the proposals referred to in this Notice,
or to express any opinion on the merits of such proposals or
otherwise to make any recommendations as to whether or not PIBS
Holders should participate in such proposals. If any PIBS Holder
requires any such advice or recommendation, it will need to contact
its own broker, solicitor, accountant or other independent
financial, tax, legal or accounting adviser.
This Notice is dated 27 February
2024 and is given to PIBS Holders by the Society.
---
Disclaimers
The Directors of the Society have confirmed that, as far as
they are aware, they have no interests in the
PIBS.
In
accordance with normal practice, none of the Receiving Agent, the
Retail Information Agent, the Registrar, nor any of their
respective Affiliates have been involved in the formulation of the
Resolution. None of the Society the Receiving Agent, the Retail
Information Agent, the Registrar or the Dealer Manager expresses
any opinion on, nor do they make any representations as to the
merits of, the Resolution or the Proposed
Variation.
None of the Receiving Agent, the Retail Information Agent, the
Registrar or the Dealer Manager or any of their respective
Affiliates are responsible for the accuracy, completeness, validity
or correctness of the statements made in this Notice or any
omissions.
This Notice does not constitute, and it should not be
construed as, an offer for sale, exchange or subscription of, or a
solicitation of any offer to buy, exchange or subscribe for, any
securities of the Society or any other entity.
ANNEX TO THE NOTICE OF
MEETING
Proposed Variations to the
Conditions of the PIBS
The following are the proposed
variations to the Conditions. The proposed variations are shown by
way of strike through (example) of proposed
deletions and underlining (example) of
proposed insertions.
1. Proposed
variation to Condition 1(1)
"1.
General
(1) The "Society"
means Leeds and Holbeck Building
Society."
2. Proposed
variation to Condition 4
"4.
Repayment
(1) The PIBS
constitute permanent non-withdrawable deferred shares in the
Society and have no specified final maturity.
(2) The PIBS will
become repayable on the date that an instrument or order is made or
an effective resolution is passed for the winding up or, otherwise
than by virtue of section 93(5), section 94(10), section 97(9) or
section 97(10) of the Act, dissolution of the Society but only if
and subject to the condition that all sums due from the Society to
Creditors claiming in the winding up or dissolution have been paid
in full.
For the purposes of these
Conditions, "Creditors" means all creditors (including all
subordinated creditors) of the Society and members holding shares
(other than deferred shares) as regards the principal and interest
due in respect of those shares.
(3) The claims of
PIBS holders in a winding up or dissolution of the Society will be
for the principal amount of their PIBS together, subject to
Condition 3, with interest accrued to but excluding the date of
repayment after all sums due from the Society to Creditors have
been paid in full. PIBS holders will not be entitled to any share
in any final surplus upon a winding up or dissolution of the
Society.
(4) The Society may,
having obtained prior Relevant Supervisory Consent and, for so long
as the PIBS are listed on The International Stock
Exchange of the United Kingdom and the Republic of Ireland
Limitedthe London Stock Exchange plc
(the "London Stock Exchange"), subject to and in accordance with
the requirements from time to time of the London Stock Exchange,
purchase any PIBS. In the case of purchases by tender, tenders
shall be made available to all PIBS holders alike.
For the purposes of these
Conditions, "Relevant Supervisory Consent" means consent to the
relevant purchase or redemption given by
the Prudential Regulation
AuthorityBuilding Societies
Commission.
(5) All PIBS repaid
or purchased by the Society as aforesaid shall be cancelled
forthwith and such PIBS may not be reissued or resold.
(6)
(a) The
Society shall, having (i) obtained Relevant Supervisory
Consent[5] and (ii) given the PIBS holders
not less than three Business Days' notice, redeem on the Redemption
Date all (but not some only) of the outstanding PIBS not purchased
by the Society pursuant to the Tender Offer, at a redemption price
equal to £[l][6] for each £1,000 in principal
amount of the PIBS, together with a payment in lieu of accrued and
unpaid interest on the PIBS up to (but excluding) the Redemption
Date.
(b) The notice under
Condition 4(6)(a) above shall be given to the PIBS holders by
either (at the Society's option) (i) sending it to the registered
address of the PIBS holders or the Representative Joint Shareholder
appearing on the Society's register at the Issuer Call Record Time
(as defined in Condition 5), or (ii) publication via the regulatory
news service of the London Stock Exchange (or any successor or
replacement service).
(c)
Any notice given under Condition 4(6)(a) shall be
irrevocable, and following such notice the Society shall be bound
to redeem the PIBS on the Redemption Date. Once redeemed, the PIBS
will be cancelled and may not be reissued or resold.
(d) In this
Condition 4(6):
(i) "Business
Day" means a day other than a Saturday or a Sunday or a public
holiday on which commercial banks and foreign exchange markets are
open for business in England;
(ii) "Consent
Solicitation" means the invitation by the Society to PIBS holders
to consent to the approval of the Resolution proposed for,
inter alia, the inclusion
of this Condition 4(6) in these Conditions, as described in the
Offer Memorandum;
(iii) "Offer
Memorandum" means the Offer Memorandum dated 27 February 2024
prepared by the Society and relating to the PIBS, the Consent
Solicitation and the Tender Offer;
(iv) "Redemption Date"
means [l][7]; and
(v) "Tender Offer"
means the invitation by the Society to PIBS holders (subject to
applicable laws) to tender their PIBS for purchase by the Society,
as described in the Offer Memorandum."
3. Proposed
variation to Condition 5
"5.
Payments
All payments in respect of the PIBS
will be made by sterling cheque drawn on a bank in the United
Kingdom and posted on the day (other than a Saturday or a Sunday)
on which banks are open for business in England immediately
preceding the relevant due date, and made payable, to the PIBS
holder or to the Representative Joint Shareholder appearing in the
register of members of the Society at the close of business on the
fifteenth day before the relevant due date (the "Record Date")
or, in the case of any payment pursuant to
Condition 4(6), at the close of business on the fifth day before
the Redemption Date (the "Issuer Call Record Time"), at his
address shown in the register of members of the Society on the
Record Date or at the Issuer Call Record Time, as
applicable. Upon application of the PIBS holder or the
Representative Joint Shareholder to the Society, in the form from
time to time prescribed by the Society, not less than ten days
before the due date for any payment in respect of a PIBS, the
payment may be made by transfer on the due date to a sterling
account maintained by the payee with a bank in the United
Kingdom."
