TIDMYBSC
RNS Number : 4748Y
Yorkshire Building Society
09 September 2020
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE
DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT .
Yorkshire Building Society announces Tender Offer in respect of
its EUR750,000,000 1.250 per cent. Notes due 2022 (ISIN:
XS1203856072) and proposed issue of new notes
9 September 2020 . Yorkshire Building Society (the Society)
announces today an invitation to eligible holders of its
outstanding EUR750,000,000 1.250 per cent. Notes due 2022 (ISIN:
XS1203856072) (the Notes) to tender their Notes for purchase by the
Society for cash (the Offer).
The Offer is being made on the terms and subject to the
conditions contained in a tender offer memorandum dated 9 September
2020 (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 (subject to
distribution restrictions) available from the Tender and
Information Agent as set out below. 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 ISIN / Outstanding Principal Purchase Yield (1) Maximum Acceptance
of the Notes Common Code Amount Amount
----------------------- ----------------------- ----------------------- ------------------- ----------------------
1.250 per cent. Notes XS1203856072 / EUR750,000,000 -0.15 per cent. Subject as set out in
due 2022 120385607 the Tender Offer
Memorandum, an
aggregate nominal
amount of up to
EUR250,000,000
(2)
----------------------- ----------------------- ----------------------- ------------------- ----------------------
(1) For information purposes only, the Purchase Price in respect
of the Notes will, when determined in the manner described in the
Tender Offer Memorandum on the basis of a Settlement Date of 21
September 2020, be EUR1,020.83 per EUR1,000 in nominal amount of
the Notes. Should the Settlement Date in respect of the Notes
accepted for purchase pursuant to the Offer differ from 21
September 2020, the Purchase Price will be recalculated, all as
further described in the Tender Offer Memorandum.
2 The Society may, in its sole discretion, accept less than the
Maximum Acceptance Amount and is under no obligation to accept for
purchase any Notes tendered pursuant to the Offer. If the Society
accepts any Notes for purchase pursuant to the Offer and the
aggregate nominal amount of Notes validly tendered is greater than
the Final Acceptance Amount the Society intends to accept such
Notes for purchase on a pro rata basis such that the aggregate
nominal amount of Notes accepted by the Society for purchase is no
greater than the Final Acceptance Amount as described in the Tender
Offer Memorandum.
Rationale for the Offer
The purpose of the Offer is to provide liquidity to holders and
it is being made as part of the Society's active management of its
liability profile whilst issuing New Notes (as defined below). The
Society will continue to manage its outstanding liabilities for
value, including but not limited to economic considerations,
current and future regulatory value, relative funding cost, rating
agency considerations, regulatory developments and having regard to
the prevailing circumstances at the relevant time.
Maximum Acceptance Amount, Final Acceptance Amount and
Scaling
The Society proposes that the aggregate principal amount of
Notes (if any) which it will accept for purchase pursuant to the
Offer will be an amount up to EUR250,000,000 (the Maximum
Acceptance Amount), although the Society reserves the right, in its
sole discretion, to accept significantly less than (or none of)
such amount of Notes validly tendered for purchase pursuant to the
Offer (the final aggregate principal amount of Notes accepted for
purchase pursuant to the Offer being the Final Acceptance
Amount).
If the Society decides to accept for purchase any Notes validly
tendered pursuant to the Offer and the aggregate principal amount
of Notes validly tendered pursuant to the Offer is greater than the
Final Acceptance Amount, the Society intends to accept such validly
tendered Notes for purchase on a pro rata basis such that the
aggregate principal amount of Notes accepted by the Society for
purchase is no greater than the Final Acceptance Amount. See
"Further Information and Terms and Conditions - Acceptance and
scaling of tenders" of the Tender Offer Memorandum.
Notes purchased by the Society pursuant to the Offer are
expected to be cancelled and will not be re-issued or re-sold.
Notes which have not been validly submitted and/or accepted for
purchase pursuant to the Offer will remain outstanding.
Purchase Price and Accrued Interest
The Society will pay for each EUR1,000 in nominal amount of the
Notes accepted by it for purchase pursuant to the Offer a price
(rounded to the nearest EUR0.01, with EUR0.005 rounded upwards)
(the Purchase Price) which will be determined in the manner
described in the Tender Offer Memorandum by reference to the
Purchase Yield as set out in the table on the cover page of the
Tender Offer Memorandum.
For information purposes only, the Purchase Price in respect of
the Notes will, when determined in the manner described in the
Tender Offer Memorandum on the basis of a Settlement Date of 21
September 2020, be EUR1,020.83 per EUR1,000 in nominal amount of
the Notes. Should the Settlement Date in respect of the Notes
accepted for purchase pursuant to the Offer differ from 21
September 2020, the Purchase Price will be recalculated, all as
further described in the Tender Offer Memorandum.
The Society will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offer.
Issuance of Senior Preferred Notes
The Society announced on 9 September 2020 its intention to issue
new euro denominated senior preferred notes (the New Notes).
Allocation of the New Notes
When considering allocation of the New Notes, the Society may
give preference to those Noteholders who, prior to such allocation,
have validly tendered (or, if the New Issue Pricing Time occurs
prior to the Expiration Deadline, have given a firm indication to
the Society or any Dealer Manager that they intend to tender) their
Notes pursuant to the Offer. Therefore, a Noteholder who wishes to
subscribe for New Notes in addition to tendering its Notes 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 Notes, subject to the issue of the New Notes
and such Noteholder making a separate application for the purchase
of such New Notes to any Dealer Manager (in its capacity as a joint
lead manager of the issue of the New Notes) in accordance with the
standard new issue procedures of such joint lead manager. However,
the Society is not obliged to allocate the New Notes to a
Noteholder who has validly tendered or indicated a firm intention
to tender the Notes pursuant to the Offer and, if New Notes are
allocated, the nominal amount thereof may be less or more than the
nominal amount of Notes tendered by such holder and accepted by the
Society pursuant to the Offer .
All allocations of the New Notes, 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
Noteholder validly tenders Notes pursuant to the Offer, such Notes
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 Noteholder receives all, part or none
of any allocation of New Notes for which it has applied.
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 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 16 September 2020 (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.
Tender Instructions which relate (including after any pro rata
scaling as described in the section "Further Information and Terms
and Conditions - Acceptance and scaling of tenders" of the Tender
Offer Memorandum) to a nominal amount of less than EUR100,000 will
be rejected, as will Tender Instructions where the relevant
Noteholder's residual amount of Notes (being the nominal amount of
the Notes the subject of the relevant Tender Instruction that are
not accepted for purchase by virtue of such pro rata scaling) would
be less than EUR100,000 and greater than zero.
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 from the 9 September 2020
Tender and Information Agent.
Commencement of the tender offer period.
Expiration Deadline*
Final deadline for receipt of valid Tender Instructions by the 4.00 p.m. on 16 September 2020
Tender and Information Agent
in order for Noteholders to be able to participate in the Offer.
Announcement of Results
Announcement of whether the Society will accept valid tenders of At or around 10.00 a.m. on 17 September 2020
Notes for purchase pursuant
to the Offer and, if so accepted, the Final Acceptance Amount, the
Purchase Price and, if
applicable, details of any pro rata scaling of tenders of the Notes
(including any Scaling
Factor).
Settlement Date
Expected Settlement Date for the Offer. 21 September 2020
____
* Noteholders should note that the New Issue Pricing Time may
fall prior to or after the Expiration Deadline.
The Society may, in its sole 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.
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
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. For further
information, see the section "Procedures for Participating in the
Offer" of the Tender Offer Memorandum.
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 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 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 Noteholders are urged to contact the Tender and Information
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.
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 which are set out
below:
DEALER MANAGERS BNP Paribas HSBC Bank plc
16, boulevard des Italiens 8 Canada Square
75009 Paris London E14 5HQ
France United Kingdom
Telephone: +33 1 55 77 78 94 Telephone: +44 20 7992 6237
Attention: Liability Management Attention: Liability Management
Group Group
Email: liability.management@bnpparibas.com Email: LM_EMEA@hsbc.com
NatWest Markets Plc UBS AG London Branch
250 Bishopsgate 5 Broadgate
London EC2M 4AA London EC2M 2QS
United Kingdom United Kingdom
Telephone: +44 20 7678 5222 Telephone: +44 20 7568 1121
Attention: Liability Management Attention: Liability Management
Email: Group
liabilitymanagement@natwestmarkets.com Email: ol-liabilitymanagement-eu@ubs.com
TER AND INFORMATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: ybs@lucid-is.com
MARKET ABUSE REGULATION
This announcement is released by Yorkshire 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 (MAR), encompassing information relating
to the Offer and proposed new issue of Notes described above. For
the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Duncan
Asker, Director of Treasury of Yorkshire Building Society .
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 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, 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 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 Noteholders either as a class or individuals, and none
of them makes any recommendation whether Noteholders should tender
Notes 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 Noteholders 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. Noteholders 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 Notes 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 any
jurisdiction in 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 Notes that would permit a public offering of
securities and the minimum denomination of the New Notes will be
EUR100,000 and integral multiples of EUR1,000.
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 Notes 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 any persons located or resident in the United
States. Any purported tender of Notes in the Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes 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 Notes 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
Securities Act. The New Notes 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 of the Securities Act).
Each holder of Notes 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, any state of the United
States of America and the District of Columbia.
Italy : None of the Offer, this announcement, 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. Noteholders or beneficial
owners of the Notes that are located in Italy may tender their
Notes 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 from
time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations
or with 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 Notes and/or the Offer.
United Kingdom : This announcement and the Tender Offer
Memorandum have been issued by Yorkshire Building Society of
Yorkshire House, Yorkshire Drive, Bradford, West Yorkshire BD5 8LJ,
United Kingdom, which is authorised by the Prudential Regulation
Authority (the PRA) and regulated by the PRA and the United Kingdom
Financial Conduct Authority (the FCA). This announcement is
directed, and the Tender Offer Memorandum is being distributed,
only to existing holders of the Notes, and is only addressed to
such existing holders in the United Kingdom 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, the communication of this announcement and the
Tender Offer Memorandum and any other documents or materials
relating to the Offer is not being made, and such documents and/or
materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000, as amended. Accordingly, such documents and/or materials 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,
and may only be acted upon by, 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 (the Financial Promotion
Order)) or persons who are within Article 43 of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order (together,
relevant persons). Any investment or investment activity to which
this announcement and the Tender Offer Memorandum relates is
available only to relevant persons and will be engaged in only with
relevant persons (and is subject to other restrictions referred to
in the Financial Promotion Order).
France : The Tender Offer Memorandum, this announcement 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. The Tender
Offer Memorandum and this announcement have not been and will not
be submitted for clearance to nor approved by the Autorité des
Marchés Financiers.
Switzerland : None of the Tender Offer Memorandum, this
announcement and any other offering or marketing material relating
to the Notes constitutes a prospectus as such term is understood
pursuant to article 652a or article 1156 of the Swiss Code of
Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange or any other regulated
trading facility in Switzerland.
None of the Tender Offer Memorandum, this announcement and any
other offering or marketing material relating to the Notes have
been, or will be, filed with or approved by any Swiss regulatory
authority.
None of the Tender Offer Memorandum, this announcement and any
other offering or marketing material relating to the Notes may be
publicly distributed or otherwise made publicly available in
Switzerland. This Tender Offer Memorandum is personal to the
recipient only and not for general circulation in Switzerland.
General : Neither this announcement nor the Tender Offer
Memorandum constitutes an offer to buy or the solicitation of an
offer to sell 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 any Dealer Manager 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 Society in such jurisdiction.
New Notes : Any investment decision to purchase any New Notes
should be made solely on the basis of the information contained in
the in the base prospectus dated 7 August 2020 (as supplemented by
a supplementary prospectus dated 11 August 2020) in connection with
the Society's GBP5,000,000,000 Note Programme (the Prospectus) and
the final terms in respect of the New Notes, pursuant to which the
New Notes are intended to be issued, and no reliance is to be
placed on any representations other than those contained in the
Prospectus. Subject to compliance with all applicable securities
laws and regulations, the Prospectus is expected to be available
from the joint lead managers for the new issue on request. The New
Notes are not being, and will not be, offered or sold in the United
States. 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 Notes 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 Notes: MiFID II product
governance - eligible counterparties and professional clients only
(all distribution channels). PRIIPs Regulation- no sales to EEA or
UK retail investors; no key information document has been or will
be prepared.
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
TENSSMSUUESSESU
(END) Dow Jones Newswires
September 09, 2020 05:07 ET (09:07 GMT)
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