TIDMWBS
RNS Number : 2567Z
West Bromwich Building Society
13 December 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OR ITS TERRITORIES, AUSTRALIA, SOUTH AFRICA, JAPAN OR
CANADA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE LAWS OF SUCH JURISDICTION
Regulatory News Announcement
For Immediate Release
13 December 2017
West Bromwich Building Society
Planned Liability Management Exercise
This announcement contains inside information.
West Bromwich Building Society (the "Society") is pleased to
announce plans for a liability management exercise (the "Liability
Management Exercise" or "LME") in relation to its 3,650 Profit
Participating Deferred Shares (the "PPDS") and its GBP75 million
6.15 per cent. Permanent Interest Bearing Shares (the "PIBS").
Summary
-- Society's capital position to be secured, allowing our
existing lending plans to continue unchanged
-- Binding commitments received from holders representing
approximately 75.5 per cent. of the PPDS and 49.7 per cent. of the
PIBS with respect to the plans set out in this announcement
-- Society's capital structure to be modernised through issues
of Core Capital Deferred Shares (the "CCDS") and 11 per cent. Tier
2 subordinated notes (the "Tier 2 Notes")
-- Institutional holders of PPDS to be invited to exchange their
holdings for a combination of CCDS, Tier 2 Notes and cash on
expected terms outlined further below
-- Institutional holders of PIBS to be invited to exchange their
holdings for a combination of CCDS and cash on expected terms
outlined further below
-- Retail holders of PIBS to be invited to tender their holdings
for cash on expected terms outlined further below
-- Resolutions to be proposed to holders of the PPDS and the
PIBS to enable the Society, amongst other things, to effect
mandatorily the exchange of any remaining PPDS for CCDS, Tier 2
Notes and cash, on substantially the same economic terms as the
terms of the PPDS exchange offer
-- LME expected to be launched in the first half of 2018,
subject to necessary consents and approvals of the Prudential
Regulation Authority (the "PRA") and following preparation of the
detailed offer documentation and listing particulars
-- Upon successful conclusion of the LME and assuming only those
PIBS holders from whom binding commitments have been received by
the Society participate in the LME, on an indicative basis, the
Society's common equity tier 1 ("CET1") ratio is expected to
decrease by approximately 0.4 percentage points to 13.7 per cent.,
its total capital ratio (with full impact of CRD IV implementation)
is expected to increase by approximately 0.4 percentage points to
15.2 per cent. and Member Reserves are expected to increase by
approximately GBP42 million.
The PRA has accepted the plan for the LME, including the core
commercial terms for the transaction summarised in this
announcement. Implementation of the LME is subject to regulatory
approvals once the Society has made the formal submissions required
under applicable prudential rules for transactions of this nature,
including in respect of the proposed modifications to the terms of
the PPDS and the PIBS, their purchase and exchange pursuant to the
LME and the issuance of the new CCDS and Tier 2 Notes.
Background
In February 2017, the Society announced that it was seeking
clarification from the European Banking Authority ("EBA") in
relation to the eligibility of its PPDS as CET1 capital, following
an investor challenge. The Society has not yet received
clarification from the EBA.
While the Society continues to believe that the PPDS meet the
CET1 criteria in all respects, the Society in the meantime has, in
line with its February announcement, had constructive engagement
with major holders of both the PPDS and the PIBS with respect to
its options to guard against the possibility of the EBA deciding
that the PPDS no longer qualify as CET1. These included discussions
about the potential for the following:
-- the PPDS holders agreeing to certain variations to the
Special Conditions of the PPDS to address the investor challenges
raised with respect to the qualification of the PPDS as CET1
capital; and
-- a potential offer by the Society to exchange the PPDS into
CCDS (an instrument which has been specifically designed to comply
with the CET1 capital criteria under the current prudential rules
published in 2013, and which has been issued by other building
societies).
It was clear throughout discussions with these major holders
that, irrespective of the outcome of the EBA's deliberations on
eligibility of the PPDS, the major holders and the Society were
aligned in their views that a modernisation of the Society's
capital structure would be appropriate. Following these
discussions, the Society is pleased to announce its plans to
conduct an LME involving the PPDS and the PIBS.
On an indicative basis only, had the LME been successfully
completed on 30 September 2017 (the latest reporting date of the
Society prior to this announcement) and assuming only those PIBS
holders from whom binding commitments have been received by the
Society participate in the LME, the Society expects that its CET1
ratio would have decreased by approximately 0.4 percentage points
to 13.7 per cent., its total capital ratio (with full impact of CRD
IV implementation) would have increased by approximately 0.4
percentage points to 15.2 per cent. and Member Reserves would have
increased by approximately GBP42 million. On the same basis but
assuming that 100 per cent. of PIBS holders participate in the LME,
the Society expects that its CET1 ratio would have increased by
approximately 0.3 percentage points to 14.4 per cent., its total
capital ratio (with full impact of CRD IV implementation) would
have increased by approximately 1.1 percentage points to 15.9 per
cent. and Member Reserves would have increased by approximately
GBP52 million.
Given that the variations to the Special Conditions of Issue of
the PPDS will address the investor challenges raised with respect
to the PPDS, the Society has elected to withdraw its request for
clarification from the EBA.
Jonathan Westhoff, Chief Executive of the Society, said:
"I am pleased to be able to announce our capital management
plans today. The Board considers the measures put forward to be in
the best interests of the members of the Society as a whole and
will secure and modernise the Society's capital base. Undertaking
these plans will secure the strong capital position of the Society
and allow us to continue with our plans to deliver exceptional
lending and savings products to our membership."
Binding Commitments
The Society has entered into a Lock-up Agreement with certain
institutional holders of the PPDS and the PIBS (the "Consenting
Holders"). The Consenting Holders have confirmed to the Society
that they represent a total of 2,756 PPDS (approximately 75.5 per
cent of the PPDS currently in issue) and a total of GBP37,253,000
in principal amount of PIBS (approximately 49.7 per cent of the
total principal amount of PIBS currently in issue). Pursuant to the
Lock-up Agreement, the Consenting Holders have given binding
commitments to offer to exchange all such PPDS and PIBS (and any
other PPDS and PIBS which they may subsequently acquire) in the
LME, and to cast the votes attaching to such PPDS and PIBS in
favour of all Variations, on substantially the terms set out
below.
Overview of the planned LME
The planned LME is expected to consist of the proposed PPDS
Exchange Offer, the proposed PIBS Exchange Offer, the proposed PIBS
Tender Offer and the proposed Variations, each as defined in this
announcement.
The proposed exchange offers (the "Exchange Offers") consist
of:
-- an invitation to holders of the PPDS (all of which are
believed to be institutional investors) to offer to exchange their
holdings for a combination of CCDS and Tier 2 Notes to be issued by
the Society and cash (the "PPDS Exchange Offer"); and
-- an invitation to institutional holders of the PIBS to offer
to exchange their holdings for a combination of CCDS to be issued
by the Society and cash (the "PIBS Exchange Offer"),
in each case on terms more fully described below.
The Society understands that there may be some retail investors
holding PIBS (expected to hold in aggregate no more than 10 per
cent. of the outstanding PIBS). Recognising that the Society is
restricted under law and regulation from issuing CCDS to retail
investors, and that the risks inherent in an investment in such
securities are likely to render them unsuitable for most retail
investors, retail investors in the PIBS will not be eligible to
participate in the PIBS Exchange Offer. The Society proposes,
instead, to make a cash tender offer (the "PIBS Tender Offer") to
retail holders of the PIBS, on terms more fully described
below.
The Society also intends to propose certain resolutions to the
holders of the PPDS and the PIBS to enable the Society to vary the
Special Conditions of Issue of the PPDS and the PIBS (the
"Variations"), with a view to, amongst other things:
(i) ensuring that the PPDS continue to qualify as CET1 capital
pending completion of the LME;
(ii) enabling the Society to effect mandatorily the exchange, on
or around the settlement date of the LME, of any remaining PPDS for
CCDS, Tier 2 Notes and cash on substantially the same economic
terms as the PPDS Exchange Offer;
(iii) ranking the PPDS junior to the PIBS; and
(iv) removing restrictions on, and obligations of, the Society
if interest payments in respect of the PIBS have not been paid in
full.
Under the Special Conditions of Issue of the PPDS and the PIBS,
the Society is permitted to make such Variations either:
(1) with the consent in writing of the holders of at least
three-quarters in number of the PPDS or in principal amount of the
PIBS, respectively; or
(2) with the sanction of a resolution passed at a separate
meeting of the holders of the PPDS or the PIBS, respectively (the
quorum for each such meeting being one or more persons representing
not less than one-third of the PPDS or the PIBS, respectively, and
the resolution being passed if not less than three-quarters of the
PPDS or PIBS, respectively, represented at such meeting are voted
in favour).
If such Variations are approved in accordance with (1) or (2)
above and implemented by the Society, they will bind all holders of
the PPDS or the PIBS, as applicable, including those who did not
sign the written resolution or vote in favour at the relevant
meeting.
Since the Consenting Holders represent more than three-quarters
in number of the PPDS, the Society expects to make some or all of
the Variations to the Special Conditions of Issue of the PPDS
following the consent in writing of the Consenting Holders under
(1) above. The Consenting Holders have, in the Lock-up Agreement,
agreed to provide such written consents. The Society expects to
make certain of these Variations in the near-term, and in any event
prior to launch of the LME, in particular those Variations which
address the investor challenges as to qualification of the PPDS as
CET1 capital. The Society expects to notify all PPDS holders of the
proposed Variations in advance.
The Society further expects, as part of the LME, to convene one
or more meetings of the PIBS holders and may also convene one or
more meetings of the PPDS holders, in each case as mentioned under
(2) above. Participation in the Exchange Offers or PIBS Tender
Offer will be conditional upon the holder casting its votes in
favour of any relevant resolutions put to such holders.
Terms of the proposed PPDS Exchange Offer
For each PPDS (which have an original principal value of
GBP50,000 each) exchanged in the PPDS Exchange Offer, the Society
expects to offer holders:
(a) GBP6,164.38 of consideration (representing 12.329 per cent.
of original principal value) which will be used to pay up an
equivalent principal amount of Tier 2 Notes;
(b) GBP31,013.70 of consideration (representing 62.027 per cent.
of original principal value) which will be used to pay up CCDS at
an issue price of GBP100 per CCDS (comprising GBP1 of nominal value
and GBP99 of premium per CCDS); and
(c) GBP750 in cash (representing 1.50 per cent. of original principal value).
Given the Society's proposed Distribution Policy on the CCDS (as
set out below), the Society anticipates that any trading in the
CCDS is likely initially to be at a substantial discount to their
issue price.
The Society does not expect to pay any amounts for or in respect
of PPDS dividends.
In addition, holders who validly offer to exchange their PPDS
(which exchange instruction will also comprise an instruction
appointing a proxy to vote such holder's PPDS in favour of any
resolutions put to the PPDS holders in respect of the Variations)
will, if the PPDS Exchange Offer successfully settles, also be
entitled to receive a completion premium (the "PPDS Completion
Premium") equal to GBP500 per PPDS (representing 1.00 per cent. of
original principal value). Whilst the Society intends that any
mandatory exchange of PPDS following implementation of applicable
Variations will be on substantially the same terms as the PPDS
Exchange Offer, the PPDS Completion Premium will not be available
in respect of any PPDS which are the subject of such mandatory
exchange.
Terms of the proposed PIBS Exchange Offer
For every GBP100 of principal amount of PIBS exchanged in the
PIBS Exchange Offer, the Society expects to offer holders:
(a) GBP27.16667 of consideration which will be used to pay up
CCDS at an issue price of GBP100 per CCDS (comprising GBP1 of
nominal value and GBP99 of premium per CCDS); and
(b) GBP41.50 in cash.
The Society does not expect to pay any amounts for or in respect
of accrued interest in respect of the PIBS.
In addition, holders who validly offer to exchange their PIBS
(which exchange instruction will also comprise an instruction
appointing a proxy to vote such holder's PIBS in favour of any
resolutions put to the PIBS holders in respect of the Variations)
will, if the PIBS Exchange Offer successfully settles, also be
entitled to receive a completion premium (the "PIBS Completion
Premium") equal to GBP1.00 per GBP100 of principal amount of PIBS
exchanged in the PIBS Exchange Offer.
Terms of the proposed PIBS Tender Offer
For every GBP100 of principal amount of PIBS tendered and
purchased in the PIBS Tender Offer, the Society expects to offer
retail holders GBP51.00 in cash.
The Society does not expect to pay any amounts for or in respect
of accrued interest in respect of the PIBS.
In addition, holders who validly tender their PIBS (which tender
instruction will also comprise an instruction appointing a proxy to
vote such holder's PIBS in favour of any resolutions put to the
PIBS holders in respect of the Variations) will, if the PIBS Tender
Offer successfully settles, also be entitled to receive a
completion premium (the "Tender Completion Premium") equal to
GBP1.00 per GBP100 of principal amount of PIBS tendered and
purchased in the PIBS Tender Offer.
Proposed terms of the CCDS and the Tier 2 Notes
The terms of the CCDS and Tier 2 Notes will be set out in full
in the relevant offer documents to be made available by the Society
to holders of the PPDS and the PIBS upon launch of the LME.
Certain key commercial terms of the CCDS and the Tier 2 Notes
are expected to be as follows:
Certain summary terms of CCDS
Issue Price GBP100 per CCDS (representing GBP1
of nominal amount and GBP99 of premium
per CCDS).
Minimum Transfer The CCDS will be subject to a minimum
Amount transfer amount, currently expected
to be 500 CCDS.
No maturity The CCDS will constitute perpetual,
permanent non-withdrawable deferred
shares of the Society and will have
no maturity date. The Society may,
however, elect to purchase CCDS at
its discretion, subject to regulatory
approval.
Subordination The CCDS will be the most junior-ranking
capital instrument of the Society.
In a winding-up or dissolution of
the Society, the claims of CCDS holders
will be limited to a deeply subordinated
claim for any declared and unpaid
Distributions plus a share of the
surplus assets (if any) of the Society
remaining once all liabilities of
the Society have been satisfied in
full.
Distributions The Society's Board of Directors
(the "Board") will be entitled, in
its sole and absolute discretion,
from time to time to declare periodic
investment returns ("Distributions")
in respect of the CCDS. With respect
to any given financial year of the
Society, the Board may declare an
interim Distribution (an "Interim
Distribution") during such financial
year and/or a final Distribution
(a "Final Distribution") in respect
of such financial year.
The Board currently expects that,
with respect to any financial year,
any Interim Distribution declared
will be paid in February during such
financial year and any Final Distribution
will be paid in August immediately
following such financial year. However,
the Society may elect to vary the
time for payment from time to time.
The Board shall have full discretion
whether or not to declare any Distribution,
and (if declared) the amount of any
such Distribution (subject to the
Cap referred to below). Further,
Distributions will be paid only out
of available distributable items,
and subject to any maximum distributable
amount restrictions under Article
141 of Directive 2013/36/EU. Failure
to declare any Distributions shall
not constitute a default by the Society
for any purpose, and no amount shall
accrue in respect of Distributions,
nor shall any amount accumulate,
if the Board does not declare any
Distributions.
Cap on Distributions The total Distribution paid on each
CCDS in respect of any given financial
year of the Society shall not exceed
the prevailing periodic investment
returns cap determined in accordance
with the Rules of the Society (the
"Cap").
Whilst the Board is not currently
targeting any Distributions in respect
of the Society's financial year ending
31 March 2018 (even if the CCDS were
to be issued prior to such date),
the Cap on such Distributions, if
declared, would be determined by
applying the Consumer Prices Index
annual inflation percentage published
by the Office for National Statistics
in its statistical bulletin for March
2018 to the prevailing Cap in respect
of the financial year to 31 March
2017 of GBP15.42.
The Cap will be adjusted for inflation
in each year in accordance with,
and subject to, the Rules of the
Society.
Distribution The Board intends to set a policy
Policy (the "Distribution Policy") in respect
of Distributions. The Distribution
Policy, which is expected to be substantially
in the form of the indicative distribution
policy set out below, is entirely
discretionary, and the Board may
elect to amend or depart from such
policy at any time.
Form The CCDS are expected to be issued,
with any minimum investment amount
to be determined by the Society,
in registered form and represented
upon issue by a global certificate
deposited with, and registered in
the name of a nominee for, a common
depositary for Euroclear Bank SA/NV
and Clearstream Banking S.A. (the
"Clearing Systems"). Beneficial interests
in the CCDS will be traded in the
Clearing Systems.
Rating As a CET1 instrument, the CCDS will
not be rated.
Listing The Society will seek to obtain a
listing of the CCDS on a stock exchange
to be determined by the Society.
Voting At any meeting of the CCDS holders
as a separate class, each CCDS holder
would have one vote for each CCDS
held.
In line with the 'one member one
vote' principle, at any general meeting
of the members of the Society, any
registered holder of any CCDS will
have a single vote (regardless of
the number of CCDS held by it). However,
for so long as the CCDS are traded
in the Clearing Systems (which is
expected to remain the case indefinitely),
the only registered holder of CCDS
would be the nominee for the common
depositary for the Clearing Systems,
and it is expected that the nominee
will elect not to exercise that single
vote (with the effect that investors
in the CCDS will not be entitled
to vote at general meetings of the
Society).
Certain summary terms of the Tier 2 Notes
Issue Price 100 per cent. of the principal amount.
Subordination The Tier 2 Notes will be subordinated
liabilities of the Society, ranking
junior to unsubordinated liabilities,
at least pari passu with other tier
2 securities of the Society and in
priority to tier 1 securities of
the Society (including the CCDS and
the PIBS).
Interest 11 per cent. of the principal amount
per annum, payable in equal instalments
semi-annually in arrear.
Maturity Expected 20 years from the date of
issue.
Optional Redemption The Society expects to retain an
option, subject to regulatory consent,
to redeem the Tier 2 Notes at par
on the interest payment date falling
5 years prior to the maturity date
or any subsequent interest payment
date.
Special Event The Society expects to retain customary
Redemption options, subject to regulatory consent,
to redeem the Tier 2 Notes at par
at any time in the event of certain
changes in the tax treatment of the
Tier 2 Notes or if the Tier 2 Notes
cease in full or in part to qualify
as tier 2 capital.
Form The Tier 2 Notes are expected to
be issued, in denominations to be
determined by the Society, in registered
form and represented upon issue by
a global certificate deposited with,
and registered in the name of a nominee
for, a common depositary for the
Clearing Systems. Beneficial interests
in the Tier 2 Notes will be traded
in the Clearing Systems.
Rating The Society does not expect to seek
a credit rating for the Tier 2 Notes.
Listing The Society will seek to obtain a
listing of the Tier 2 Notes on a
stock exchange to be determined by
the Society.
Voting At any meeting of the Tier 2 Note
holders as a separate class, each
holder would have one vote for each
GBP1 in principal amount of Tier
2 Notes held.
A holding of any Tier 2 Notes will
not entitle holders to attend or
vote at general meetings of the Society.
Indicative Distribution Policy for the CCDS
The Society expects to publish its initial Distribution Policy
in substantially the following terms. The Distribution Policy will
be entirely discretionary, and the Board may elect to amend or
depart from such policy at any time.
"When determining the interim or final Distributions (if any) to
be declared in respect of the CCDS in respect of any given
financial year, the Board will have regard to all relevant factors
which it considers to be appropriate, including:
-- the profitability of the Society and its resources available for distribution;
-- the outlook for the Society's business, its short-term and
long-term viability and the impact on the Society of the
macro-economic environment in the UK, including inflation;
-- the capital and liquidity position of the Society at the time
of declaring the Distribution;
-- the value to the Society of the capital provided by CCDS
holders and rewarding investment in the capital of the Society in a
commercially responsible manner, having regard to the risks
inherent in such investments and the Society's need to maintain
access to capital in the future;
-- the benefits received by other members of the Society through
the operation of the Society's business in accordance with the
principles of mutuality; and
-- the Cap on Distributions under the Society's Rules,
and subject always to applicable law and regulation and the
following overriding fiduciary duties and principles:
-- the duty of the directors to act in the best interests of the Society;
-- the duty of the directors to have due regard to the interests
of all categories of member, both current and future, of the
Society; and
-- the principles of mutuality that apply by virtue of being a building society.
The Board currently intends not to declare any Distributions in
respect of the financial years ended 31 March 2018 and 31 March
2019.
The current intention of the Board is to target the payment of
Distributions thereafter as follows:
-- in respect of the financial year ended 31 March 2020, an
Interim Distribution of GBP0.50 per CCDS and a Final Distribution
of GBP0.50 per CCDS;
-- in respect of the financial year ended 31 March 2021, an
Interim Distribution of GBP1.00 per CCDS and a Final Distribution
of GBP1.00 per CCDS ;
-- in respect of the financial year ended 31 March 2022, an
Interim Distribution of GBP1.50 per CCDS and a Final Distribution
of GBP1.50 per CCDS;
-- in respect of the financial year ended 31 March 2023, an
Interim Distribution of GBP2.25 per CCDS and a Final Distribution
of GBP2.25 per CCDS.
The Board currently intends, under normal circumstances, to
adopt a stable distribution policy after the financial year ended
31 March 2023, and therefore expects that the Distribution level
indicated above for the financial year ended 31 March 2023 would be
appropriate for subsequent years, subject to the Society's
then-current and anticipated financial position being viewed as
satisfactory and any other factors considered by the Board to be
relevant.
The Society notes, however, that the targeted path of
Distributions and the targeted long-term Distributions set out
above are dependent on improvement in the Society's annual
profitability from its current level. In the event that the
Society's profitability and/or financial position diverges from the
Board's current expectations, it is likely that the Board will
choose to amend its Distribution Policy or depart from it.
The indications stated above are not binding on the Society and
the Board will have absolute discretion (subject to applicable law
and regulation) whether or not to declare any interim or final
Distribution in respect of any financial year and, if any such
Distribution is declared, the amount of such Distribution.
Accordingly, in respect of any given financial year, the Board may
elect not to declare any Distributions, or may declare an interim
and/or a final Distribution, and any such Distribution may be
higher (subject to the Cap) or lower than the indications stated
above. Further, the Board may amend its Distribution Policy at any
time."
Intention for residual PPDS and PIBS
In the event that any PPDS remain outstanding following the PPDS
Exchange Offer, the Society expects to use its option to effect the
mandatory exchange of such PPDS on substantially the same economic
terms as the PPDS Exchange Offer.
In the event that any PIBS remain outstanding following
conclusion of the LME, the current intention of the Board is to
establish a policy whereby if it elects, in its sole discretion, to
make any future payments of distributions on such residual PIBS,
such payments will be made only if and to the extent that they
would have been permitted had the LME not taken place. This will
limit interest payments on the PIBS to the lower of (i) the
equivalent annual yield that would have been paid to holders of
PPDS (had they remained in issue on their original terms); and (ii)
the annual rate set out in the Special Conditions of Issue of the
PIBS (the "Specified Rate"), being 6.15 per cent. prior to 5 April
2021 and, thereafter, a rate of interest reset periodically and
equal to the applicable 5-year gilt rate plus a margin of 2.8 per
cent. The Society notes that under this policy is it likely that no
interest payments will be made on the PIBS (if any remain
outstanding) in the near term, and that subsequent interest
payments on the PIBS, if made, will likely be below the Specified
Rate. Further, the Board will continue to have complete discretion
under the Special Conditions of Issue of the PIBS not to declare
any distributions. The Board will continue to keep its expected
policy under review, having regard to its duties to act in the
interests of the members of the Society as a whole.
Next Steps
As noted above, whilst the PRA has accepted the plan for the
LME, including the core commercial terms for the transaction
summarised in this announcement, implementation is subject to
regulatory approvals once the Society has made the formal
submissions required under applicable prudential rules. The Society
intends to work towards obtaining such approvals with a view to
launching the LME as soon as reasonably practicable, and targeting
the first half of 2018.
Upon launch, offer documentation setting out the detailed terms
of the LME, the CCDS and the Tier 2 Notes will be provided to
eligible holders of the PPDS and the PIBS.
Whilst the Society is confident that it will be in a position to
launch the LME and issue the CCDS and Tier 2 Notes on substantially
the terms described in this announcement, it reserves the right not
to launch the LME, or to vary any such terms, if so required by its
regulators or if the Society determines that any such course of
action is appropriate having regard to the interests of its members
as a whole, and will promptly announce any decision in that regard.
Save for any such announcement or any other announcement as may be
required by applicable law or regulation, the Society does not
currently expect to make further detailed announcements with
respect to the LME until formal launch of the LME.
Evercore Partners International LLP is acting as financial
adviser to the Society and Allen & Overy LLP is acting as legal
adviser to the Society.
Market Abuse Regulation
This announcement is released by West Bromwich Building Society
and contains information that qualifies 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 Liability Management Exercise described above. For
the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, the person responsible for arranging the
release of this announcement on behalf of West Bromwich Building
Society is Ashraf Piranie, Group Finance & Operations
Director.
Enquiries
Andy Donald
Maitland
+44 (0) 20 7379 5151
adonald@maitland.co.uk
Forward-Looking Statements
This announcement and documents referred to in it contain
"forward-looking statements" concerning the Society and the
Liability Management Exercise. Generally, the words "will", "may",
"should", "could", "would", "can", "continue", "opportunity",
"believes", "expects", "intends", "anticipates", "estimates" or
similar expressions identify forward-looking statements. The
forward-looking statements involve risks and uncertainties that
could cause actual results or actions to differ materially from
those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the
Society's ability to control or estimate precisely, such as future
market conditions and the behaviours of other market participants,
and therefore undue reliance should not be placed on such
statements. The Society assumes no obligation and does not intend
to update these forward-looking statements, except as required
pursuant to applicable law.
DISCLAIMER
Neither this announcement, the publication in which it is
contained nor any copy of it may be made or transmitted into the
United States of America (including its territories or possessions,
any state of the United States of America and the District of
Columbia) (the "United States"). Neither this announcement, the
publication in which it is contained nor any copy of it may be
taken, transmitted or distributed, directly or indirectly, into
Australia, South Africa, Japan or Canada or any jurisdiction where
to do so would constitute a violation of the relevant laws of such
jurisdiction. Any failure to comply with this restriction may
constitute a violation of securities law in those jurisdictions.
The distribution of this document in other jurisdictions may also
be restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions.
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for any PPDS, PIBS, CCDS, Tier 2 Notes or any
other securities nor shall it (or any part of it) or the fact of
its distribution, form the basis of, or be relied on in connection
with, any contract therefore. The Society expects to make the
Exchange Offers and the PIBS Tender Offer available outside the
United States and otherwise subject to customary jurisdictional
offer restrictions.
None of the securities referred to herein have been, or will be,
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), and they may not be offered or sold in the
United States absent an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offering of the securities in the United States.
Restriction on marketing and sales to retail investors: the CCDS
are not intended to be offered or sold and should not be offered
sold to "retail clients" in the European Economic Area, as defined
in the rules set out in the Product Intervention (Contingent
Convertible Instruments and Mutual Society Shares) Instrument 2015
and Chapter 22.2 of the Financial Conduct Authority's Conduct of
Business Sourcebook, as amended or replaced from time to time,
other than in circumstances that do not and will not give rise to a
contravention of those rules by any person. The Society will not
offer or sell CCDS to retail clients, nor will it at any time take,
or be required to take, any action which would permit or facilitate
an offer or sale of any CCDS to any retail client.
MiFID II / PRIIPS: The manufacturer target market for the CCDS
and the Tier 2 Notes for the purposes of MiFID II product
governance under Directive 2014/65/EU (as amended) will be eligible
counterparties and professional clients only (all distribution
channels). Furthermore, no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") will be
prepared. Offering, selling or otherwise making any securities
which fall within the scope of the PRIIPS Regulation available to
any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
This announcement is an advertisement and not a prospectus.
Investors should not make any investment decision regarding any
transferable securities referred to in this announcement except on
the basis of information contained in the final offer documents for
the Liability Management Exercise prepared by the Society to be
made available to eligible investors in due course. The Society
expressly reserves the right to adjust or amend the terms of the
Liability Management Exercise and any of the securities referred to
herein at any time.
Evercore Partners International LLP, which is authorised and
regulated by the Financial Conduct Authority, is acting as
financial adviser for the Society and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than the Society for providing the
protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
CAROKNDBNBDDPBD
(END) Dow Jones Newswires
December 13, 2017 08:28 ET (13:28 GMT)
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