Shawbrook Group plc (LEI: 21380071539WSMTM4410) Announces Tender Offer
for its
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN
1 July 2020. Shawbrook Group plc (the Offeror) announces today an invitation to holders of its
For detailed terms of the Offer, please refer to the Tender Offer Memorandum, copies of which 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.
Rationale for the Offer
The purpose of the Offer is, in conjunction with the Offeror's issue of the New Notes (as described below), to optimise and extend the debt maturity profile of the Offeror's subordinated capital securities. Furthermore, the Offer will provide liquidity to those holders whose Notes are accepted in the Offer. Notes purchased by the Offeror will be cancelled and will not be re-issued or re-sold.
Summary of the Offer
A summary of certain of the terms of the Offer appears below:
Description |
Optional Redemption Date |
ISIN / |
Outstanding Principal Amount |
Purchase Price |
Amount subject |
|
28 October 2020 |
XS1303933573 / 130393357 |
|
100.00 per cent. |
Any and all |
Details of the Offer
Purchase Price and Accrued Interest
The Offeror will pay, for Notes accepted by it for purchase pursuant to the Offer, a cash purchase price equal to 100.00 per cent. of the principal amount of the relevant Notes (the Purchase Price).
The Offeror will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.
No Pro Rata Scaling
If the Offeror decides to accept valid tenders of Notes for purchase pursuant to the Offer, it will accept for purchase any and all of the Notes that are validly tendered, with no pro rata scaling.
New Issue Condition
The Offeror also announces its intention to issue a series of new Pounds Sterling-denominated fixed rate reset callable subordinated notes (the New Notes), subject to market conditions.
Preliminary listing particulars (the Preliminary Listing Particulars) dated 24 June 2020, prepared by the Offeror in connection with the proposed issue of the New Notes are available to eligible investors for viewing on the Investor page of the Offeror's website (at http://www.shawbrook.co.uk/investors). The Offeror has made available a limited selection of unaudited Key Performance Indicators at pages 98 to 103 (inclusive) of the Preliminary Listing Particulars.
Whether the Offeror will purchase any Notes validly tendered in the Offer is conditional, without limitation, on the successful completion (in the sole determination of the Offeror) of the offering of the New Notes (the New Issue Condition). As at the date of this announcement, the Offeror expects the New Issue Condition to be satisfied upon receipt by the Offeror of the net proceeds of issue of the New Notes.
Even if the New Issue Condition is satisfied, the Offeror is under no obligation to accept for purchase any Notes validly tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.
Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the Preliminary Listing Particulars, and no reliance is to be placed on any representations other than those contained in the Preliminary Listing Particulars.
The New Notes are not being, and will not be, offered or sold in
Compliance information for the New Notes: MiFID II professional clients/eligible counterparties only (all distribution channels); No sales to EEA and
No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and the Accrued Interest Payment pursuant to, the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (
Tender Instructions must be submitted in respect of a minimum principal amount of Notes of no less than
Indicative Timetable for the Offer
Events |
|
Times and Dates |
Commencement of the Offer |
|
|
Announcement of Offer and intention of the Offeror to issue the New Notes. Tender Offer Memorandum available from the Tender Agent. |
|
1 July 2020 |
Expiration Deadline |
|
|
Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offer. |
|
4.00 p.m. ( |
Announcement of Results |
|
|
Announcement by the Offeror of whether it will accept (subject to satisfaction (or waiver) of the New Issue Condition on or prior to the Settlement Date) valid tenders of Notes pursuant to the Offer and, if so, the aggregate principal amount of Notes validly tendered. |
|
As soon as reasonably practicable on 8 July 2020 |
Settlement Date |
|
|
Subject to the satisfaction (or waiver) of the New Issue Condition, expected Settlement Date for the Offer. |
|
10 July 2020 |
The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of and/or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Offeror to so extend, re-open, amend, waive any condition of and/or terminate the Offer. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines set out above. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be made by the Offeror (i) by publication via RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and/or 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 below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
ABN AMRO Bank N.V. and Deutsche Bank AG,
Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.
Dealer Managers |
|
ABN AMRO Bank N.V. Gustav Mahlerlaan 10 1082 PP Amsterdam
Telephone: +31 20 3836928 Email: liabilitymanagement@nl.abnamro.com Attention: Debt Capital Markets |
Deutsche Bank AG, Winchester House 1 Great Winchester Street Telephone: +44 20 7545 8011 Attention: Liability Management Group |
Questions and requests for assistance in connection with the procedures for participating in the Offer, including the delivery of Tender Instructions, may be directed to the Tender Agent.
The Tender Agent |
Deutsche Bank AG, Winchester House 1 Great Winchester Street Telephone: +44 20 7547 5000 Attention: CT - Trust & Agency Services Email: xchange.offer@db.com |
This announcement is released by Shawbrook Group plc 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 (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Daniel Rushbrook, General Counsel and Company Secretary at Shawbrook Group plc.
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 Noteholder is in any doubt as to the contents of this announcement and/or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial 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 Notes 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 Notes pursuant to the Offer. None of the Offeror, the Dealer Managers or the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Offeror, the Dealer Managers or the Tender Agent, or any director, officer, employee, agent or affiliate of any such person, makes any recommendation as to whether Noteholders should tender Notes in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or to participate in the Offer 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/or the Tender Offer Memorandum come(s) are required by each of the Offeror, 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 a solicitation of an offer to sell the Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) 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 either of the Dealer Managers or any of their respective 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 Offeror in such jurisdiction.
Nothing in this announcement nor the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and the Offer.