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 Tender Offer in respect of its £415m Perpetual Contingent
Convertible Additional Tier 1 Capital Securities
(ISIN:
XS1961836712)
3
JUNE 2024. Coventry Building Society
(the Society) announces
today an 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 (as defined
below) and the other conditions described in the Tender Offer
Memorandum (as defined below) (the Offer).
The Offer is being made on the terms
and subject to the conditions contained in a tender offer
memorandum dated 3 June 2024 (the Tender Offer Memorandum) prepared by
the Society, 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 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. Capitalised terms used
in this announcement but not defined herein have the meanings given
to them in the Tender Offer Memorandum.
Summary of the
Offer
Description
of the Capital Securities
|
ISIN /
Common Code
|
Outstanding Principal
Amount
|
First Call
Date
|
Purchase
Price
|
Target Acceptance
Amount
|
Perpetual
Contingent Convertible Additional Tier 1 Capital
Securities
|
XS1961836712 / 196183671
|
£415,000,000
|
18
September 2024
|
100.40
per cent.
|
An
aggregate principal amount to be determined and announced by the
Society as set in the Tender Offer Memorandum
|
Rationale for the
Offer
The purpose of the Offer is to
provide liquidity for investors in the Capital Securities and to
manage the refinancing of the Society's additional tier 1 capital
in conjunction with an issue of New Capital Securities (as defined
below). The Society intends to consider future optional redemption
rights in respect of the Capital Securities on an economic basis,
considering current and future regulatory value, relative funding
cost, rating agency considerations, regulatory developments and
having regard to the prevailing circumstances at the relevant
time.
Capital Securities purchased by the
Society pursuant to the Offer are expected to be cancelled and will
not be re-issued or re-sold.
Purchase Price and Accrued
Interest
The Society will, subject to the
satisfaction (or waiver) of the New Financing Condition, on the
Settlement Date, pay, for Capital Securities accepted for purchase
pursuant to the Offer, a cash purchase price equal to 100.40 per
cent. of the principal amount of the relevant Capital Securities
(the Purchase
Price).
The Society will also, subject to
the satisfaction (or waiver) of the New Financing Condition on or
prior to the Settlement Date, pay an Accrued Interest Payment in
respect of Capital Securities accepted for purchase pursuant to the
Offer.
Target Acceptance Amount,
Final Acceptance Amount and Scaling
If the Society decides to accept any
Capital Securities for purchase pursuant to the Offer, it proposes
that the aggregate principal amount of Capital Securities it will
accept for purchase pursuant to the Offer will be no greater than
an amount (the Target Acceptance
Amount) to be determined by the Society in its sole and
absolute discretion and announced as soon as reasonably practicable
on the Business Day immediately following the pricing of the New
Capital Securities (as described below) (such announcement
currently expected to be made on 5 June 2024), although the Society
reserves the right, in its sole and absolute discretion, to accept
significantly more than or significantly less than such amount, or
to accept none of such Capital Securities, for purchase pursuant to
the Offer (the final aggregate principal amount accepted for
purchase pursuant to the Offer, being the Final Acceptance Amount).
If the Society accepts any Capital
Securities for purchase pursuant to the Offer and the aggregate
principal amount of the Capital Securities validly tendered for
purchase is greater than the Final Acceptance Amount, the Society
intends to accept (subject to the satisfaction or waiver of the New
Financing Condition) such Capital Securities for purchase on a
pro rata basis such that
the aggregate principal amount of Capital Securities accepted for
purchase pursuant to the Offer is no greater than the Final
Acceptance Amount.
Until the Society announces the
Final Acceptance Amount, no assurance can be given that any Capital
Securities validly tendered pursuant to the Offer will be accepted.
The acceptance for purchase by the Society of Capital Securities
validly tendered pursuant to the Offer is at the sole and absolute
discretion of the Society and tenders may be rejected by the
Society for any reason in its sole and absolute
discretion.
New Financing
Condition
The Society announced on 3 June 2024
its intention to issue a new benchmark size series of
sterling-denominated Perpetual Contingent Convertible Additional
Tier 1 Capital Securities (the New Capital Securities), subject to
market conditions. Whether the Society will accept for purchase any
Capital Securities validly tendered in the Offer and complete the
Offer is subject, without limitation, to the successful completion
(in the sole determination of the Society) of the issue of the New
Capital Securities (the New
Financing Condition).
Even if the New Financing Condition
is satisfied, the Society is not under any obligation to accept for
purchase any Capital Securities tendered pursuant to the Offer. The
acceptance for purchase by the Society of Capital Securities
tendered pursuant to the Offer is at the sole and absolute
discretion of the Society and tenders may be rejected by the
Society for any reason.
The Society expressly reserves the
right in its sole and absolute discretion to waive the New
Financing Condition if not satisfied.
Allocation of the New Capital
Securities
When considering allocation of the
New Capital Securities, the Society may give preference to those
Securityholders who, prior to such allocation, have validly
tendered (or have given a firm indication to any Dealer Manager
that they intend to tender) their Capital Securities pursuant to
the Offer. Therefore, a Securityholder who
wishes to subscribe for New Capital Securities in addition to
tendering its Capital Securities for purchase pursuant to the Offer
may be eligible to receive, at the sole and absolute discretion of
the Society, priority in the allocation of the New Capital
Securities, subject to the issue of the New Capital Securities and
such Securityholder making a separate application for the purchase
of such New Capital Securities to a Dealer Manager (in its capacity
as a joint lead manager of the issue of the New Capital Securities)
or to any other joint lead manager of the issue of the New Capital
Securities in accordance with the standard new issue procedures of
such joint lead manager. However, the
Society is not obliged to allocate the New Capital Securities to a
Securityholder who has validly tendered or indicated a firm
intention to tender the Capital Securities pursuant to the
Offer and, if New Capital Securities are
allocated, the principal amount thereof may be less or more than
the principal amount of Capital Securities tendered by such holder
and accepted by the Society pursuant to the
Offer. Any such
allocation will also, among other factors, take into account the
minimum denomination of the New Capital Securities (being
£200,000).
All allocations of the New Capital Securities,
while being considered by the Society as set out above, will be
made in accordance with customary new issue allocation processes
and procedures. In the event that a Securityholder validly tenders
Capital Securities pursuant to the Offer, such Capital Securities
will remain subject to such tender and the conditions of the Offer
as set out in this announcement and the Tender Offer Memorandum
irrespective of whether that Securityholder receives all, part or
none of any allocation of New Capital Securities for which it has
applied. Securityholders should note that
the pricing and allocation of the New Capital Securities is
expected to take place prior to the Expiration Deadline for the
Offer.
Tender
Instructions
In order to participate in, and be
eligible to receive the Purchase Price and the Accrued Interest
Payment pursuant to, the Offer, Securityholders must validly tender
their Capital Securities for purchase by delivering, or arranging
to have delivered on their behalf, a valid Tender Instruction that
is received by the Tender and Information Agent by 4.00 p.m.
(London time) on 10 June 2024 (unless extended, re-opened, amended
and/or terminated as provided in the Tender Offer Memorandum) (the
Expiration
Deadline).
Tender Instructions will be irrevocable
except in the
limited circumstances described in "Amendment and Termination" in the
Tender Offer Memorandum.
A separate Tender Instruction must
be completed on behalf of each beneficial owner and Tender
Instructions must be submitted in respect of a minimum principal
amount of Capital Securities of no less than £200,000, being the
minimum denomination of the Capital Securities, and may be
submitted in integral multiples of £1,000 thereafter.
Indicative timetable for the
Offer
The following sets out the expected times and dates of the key
events relating to the Offer. The times and dates below are
indicative only and subject to change.
Events
|
Times and Dates
(All times are London
time)
|
Commencement of the
Offer
Announcement of Offer. Tender Offer
Memorandum available (subject to registration and distribution
restrictions) from the Offer Website. Commencement of the tender
offer period.
|
3 June 2024
|
New Issue Pricing
Date
Pricing of the issue of the New
Capital Securities, subject to market conditions.
|
Prior to the Expiration Deadline,
currently expected to be on 4 June 2024
|
Announcement of the Target
Acceptance Amount
Announcement of the Target
Acceptance Amount for the Offer.
|
As soon as reasonably practicable on
the Business Day immediately following pricing of the New Capital
Securities, and currently expected to be on 5 June 2024
|
Expiration
Deadline
Final deadline for receipt of valid
Tender Instructions by the Tender and Information Agent in order
for Securityholders to be able to participate in the
Offer.
|
4.00 p.m. on 10 June 2024
|
Announcement of
Results
Announcement of whether the Society
will accept (subject to satisfaction or waiver of the New Financing
Condition on or prior to the Settlement Date) valid tenders of
Capital Securities for purchase pursuant to the Offer and, if so
accepted, the aggregate principal amount of the Capital Securities
accepted for purchase and any Scaling Factor (if
applicable).
|
As soon as reasonably practicable on
11 June 2024
|
Settlement
Date
Subject to satisfaction or waiver of
the New Financing Condition on or prior to such date, expected
Settlement Date for the Offer.
|
12 June 2024
|
The Society may, in its sole and
absolute discretion, extend, re-open, amend, waive any condition of
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 Society to so extend,
re-open, amend and/or terminate the Offer.
Securityholders are advised to check with any bank, securities
broker, dealer, nominee, custodian, trust company or other
intermediary through which they hold Capital Securities when such
intermediary would need to receive instructions
from a Securityholder in order for that
Securityholder 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 in this announcement and the Tender Offer Memorandum.
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.
Announcements
Unless stated otherwise,
announcements in connection with the Offer will be made by the
Society by (i) publication through RNS; and (ii) the delivery of
notices to the Clearing Systems for communication to Direct
Participants. Such announcements may also be made (a) on the
Informa IGM Screen Insider service 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 from
the Offer Website or upon request from the Tender and Information
Agent, the contact details for which are set out below. Significant
delays may be experienced where notices are delivered to the
Clearing Systems and Securityholders are urged to contact the
Tender and Information Agent for the relevant announcements during
the course of the Offer. In addition, Securityholders may
contact the Dealer Managers for information using the contact
details below.
Securityholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for, participating in the Offer.
Further
information
Questions and requests for
assistance in connection with (i) the Offer may be directed to the
Dealer Managers, and (ii) the delivery of Tender Instructions may
be directed to the Tender and Information Agent, the contact
details for each of which are set out below.
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.
No
action has been or will be taken in any jurisdiction in relation to
the New Capital Securities that would permit a public offering of
securities. The minimum denomination of the New Capital Securities
will be £200,000.
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 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.
New
Capital Securities: Any investment
decision to purchase any New Capital Securities should be made
solely on the basis of the information contained in the offering
circular prepared in connection with the issue and listing of the
New Capital Securities on the International Securities Market of
the London Stock Exchange plc (the Offering Circular), and no reliance is
to be placed on any representations other than those contained in
the Offering Circular. Subject to compliance with all applicable
securities laws and regulations, the Offering Circular in
preliminary form is expected to become available from the Dealer
Managers, in their capacity as joint lead managers of the issue of
the New Capital Securities, on request. The New Capital Securities
are not being, 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 Capital Securities 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 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, within the United States or to,
or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act).
Compliance information for the New Capital
Securities: UK MiFIR/MiFID II product
governance - eligible counterparties
and professional clients only (all distribution channels).
No PRIIPs or UK PRIIPs KID / Hong Kong SFO
professional investors only / FCA CoCo restriction - no
sales to UK or EEA retail investors; no key information document
has been or will be prepared; no sales to retail clients (as
defined in COBS 3.4) in the UK; no targeting of investors in Hong
Kong other than professional investors (for the purpose of the
Securities and Futures Ordinance (Cap. 571) of Hong
Kong). See the Offering Circular
for further information.