TIDMWBS
RNS Number : 1531H
West Bromwich Building Society
08 March 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES OR ITS TERRITORIES, AUSTRALIA, SOUTH AFRICA, JAPAN,
HONG KONG, SINGAPORE, ITALY, SWITZERLAND 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
8 March 2018
West Bromwich Building Society
LAUNCH OF Liability Management Exercise
This announcement contains inside information.
Further to its announcement on 13 December 2017 (the "December
Announcement"), West Bromwich Building Society (the "Society") is
pleased to announce the launch of its 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"), on the terms set out in the December Announcement.
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 LME
-- 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")
-- Professional investors holding PPDS to be invited to exchange
their holdings for a combination of CCDS, Tier 2 Notes and cash on
the terms outlined below
-- Professional investors holding PIBS to be invited to exchange
their holdings for a combination of CCDS and cash on the terms
outlined below
-- Retail holders of PIBS to be invited to tender their holdings
for cash on the terms outlined below
-- Resolutions proposed to holders of the PPDS and the PIBS to
enable the Society, amongst other things, to effect mandatorily the
sweep-up 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
-- Prudential Regulation Authority (the "PRA") re-affirmed its
acceptance of the plan for the LME, with settlement of the LME
subject to final results of the LME and regulatory approvals
-- 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 (had the
LME been successfully completed on 30 September 2017 - the latest
reporting date of the Society prior to this announcement), the
Society expects that its common equity tier 1 ("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.
Jonathan Westhoff, Chief Executive of the Society, said:
"Today marks an important milestone for the LME. Following our
announcement in December, we have worked diligently with our
advisers to progress the necessary regulatory approvals and prepare
the necessary documents, and I am delighted to be able to announce
the launch of the LME. The Board continues to consider the measures
put forward to be in the best interests of the members of the
Society as a whole. This modernisation of the Society's capital
base will secure the strong capital position of the Society and
allow us to focus on serving our membership."
PRA approvals
The PRA has accepted the plan for the LME, including the core
commercial terms for the transaction summarised in this
announcement. The necessary submissions for formal approvals have
been made, subject only to the Society notifying the PRA of the
final outcome of the LME. Accordingly, the Society currently
expects to seek final approvals shortly after conclusion of the
offer period. Settlement of the LME will be conditional upon such
final approvals being granted.
Binding Commitments
As announced in December, the Society has entered into a Lock-up
Agreement with certain institutional holders of the PPDS and the
PIBS (the "Consenting Holders") representing 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 in the LME, and to cast the votes attaching to such PPDS
and PIBS in favour of all Variations, on the terms set out
below.
Overview of the LME
The LME consists of the PPDS Exchange Offer, the PIBS Exchange
Offer, the PIBS Tender Offer and the proposed Variations, each as
defined in this announcement.
Professional Investors
The exchange offers (the "Exchange Offers") consist of:
-- an invitation to professional investors holding PPDS 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 professional investors holding 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.
Retail Investors
Given that the Society is restricted under law and regulation
from issuing CCDS and Tier 2 Notes 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 PPDS and the PIBS are not eligible to participate
in the Exchange Offers.
As stated in the December Announcement, the Society believes
that up to 10 per cent. of the PIBS may be held by retail
investors. Retails holders of PIBS may elect to participate in a
cash tender offer (the "PIBS Tender Offer"), on terms more fully
described below.
The Society believes that the vast majority of PPDS holders are
professional investors. Since the December Announcement, the
Society has been approached by a very small number of PPDS
investors who have identified themselves as retail investors. The
Society proposes that such holders will be able to participate in
the LME through an alternative arrangement, as further described
below.
Variations
In January 2018, the PPDS holders, by way of written
resolutions, authorised the Society to make certain variations to
the Special Conditions of Issue of the PPDS to ensure their
continued qualification as CET1 pending completion of the LME.
These variations were made on 19 January 2018.
The Society has today proposed further written resolutions to
the holders of the PPDS (the "PPDS Written Resolutions"), and has
given notice to PIBS holders convening a meeting, to be held on 9
April 2018 (the "PIBS Meeting"), to consider a resolution (the
"Extraordinary Resolution"). If passed, the PPDS Written
Resolutions and the Extraordinary Resolution will enable the
Society to make further variations to the Special Conditions of
Issue of the PPDS and the PIBS, respectively (the "Variations"),
specifically:
(i) enabling the Society to effect mandatorily the sweep-up, 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 (the "Sweep-up Option"); and
(ii) 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:
(1) variations to the PPDS terms with the consent in writing of
the holders of at least three-quarters in number of the PPDS;
and
(2) variations to the PIBS terms with the sanction of a
resolution passed at a separate meeting of the holders of the PIBS
(the quorum for such meeting being one or more persons representing
not less than one-third of the PIBS, and the resolution being
passed if not less than three-quarters of the PIBS 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 PPDS Written Resolutions or, as the case may be, vote in
favour of the Extraordinary Resolution at the PIBS Meeting.
Since the Consenting Holders represent more than three-quarters
in number of the PPDS, and the Consenting Holders have (in the
Lock-up Agreement) agreed to provide the relevant written consents,
the Society expects to be able to make the Variations to the
Special Conditions of Issue of the PPDS under (1) above.
Since the Consenting Holders also represent nearly half of the
PIBS outstanding, and the Consenting Holders have (in the Lock-up
Agreement) agreed to vote in favour of the proposed Variations to
the Special Conditions of Issue of the PIBS, the Society expects
the proposed PIBS Meeting to be quorate.
Participation in the PIBS Exchange Offer or PIBS Tender Offer
will be conditional upon the holder appointing Lucid Issuer
Services Limited (or its nominee) as such holder's proxy to attend
the PIBS Meeting and cast the votes attaching to such holder's PIBS
in favour of the Extraordinary Resolution put to the PIBS
Meeting.
Participation in the PPDS Exchange Offer will not automatically
result in the holder voting in favour of the PPDS Written
Resolutions. However, the Society currently intends to settle the
Exchange Offers and the PIBS Tender Offer only if the PPDS Written
Resolutions are passed and the Sweep-up Option is exercised.
A copy of the notice of the PIBS Meeting has been submitted to
the National Storage Mechanism and will shortly be available for
inspection at: http://www.morningstar.co.uk/uk/nsm.
Eligibility of holders to participate
The Exchange Offers and PIBS Tender Offer are being made
available to holders subject to customary jurisdictional offer
restrictions and other eligibility criteria. If any holder wishes
to support the LME but is not eligible to participate as a result
of such restrictions, such holder is recommended to contact Lucid
Issuer Services Limited as information agent in respect of the LME
(the "Information Agent") as a matter of priority. The contact
details for the Information Agent are set out towards the end of
this announcement.
Exchange Offers
The Exchange Offers are only available to professional investors
holding PPDS and PIBS. In order to participate in the Exchange
Offers, a holder will have to confirm that it is a person who (i)
is able to participate in accordance with the customary
jurisdictional offer restrictions and (ii) satisfies all of the
following criteria (an "Eligible Professional Investor"):
(1) a person that, if such person were receiving services in the
course of a firm carrying on a regulated activity, would be a
client who is either a 'professional client' or an 'eligible
counterparty' under Directive 2014/65/EU (as amended, "MiFID
II");
(2) a 'qualified investor' within the meaning of Article 2(1)(e)
of Directive 2003/71/EC, as amended; and
(3) if it is in the United Kingdom, it is an 'investment
professional' for the purposes of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005.
PIBS holders who are not Eligible Professional Investors will
(subject to jurisdictional offer restrictions) be able to
participate in the PIBS Tender Offer.
PIBS Tender Offer
The PIBS Tender Offer is only available to retail holders of
PIBS. In order to participate in the PIBS Tender Offer, a holder
will have to confirm that it is a person who (i) is able to
participate in accordance with the customary jurisdictional offer
restrictions and (ii) is a person who, if they were receiving
services in the course of a firm carrying on a regulated activity,
would be a 'retail client' under MiFID II (an "Eligible Retail
Investor").
Retail holders of PPDS
Holders of PPDS who are not Eligible Professional Investors on
the grounds that they are retail investors should contact the
Information Agent as a matter of priority, to obtain further
information about an alternative arrangement under which such
holders may be able to exchange their PPDS. Pursuant to such
alternative arrangement, such holder's PPDS may be exchanged for
CCDS, Tier 2 Notes and cash on the same terms as the PPDS Exchange
Offer. However, the CCDS and Tier 2 Notes will not be delivered to
such holder and will, instead, be sold on such holder's behalf as
soon as reasonably practicable following settlement of the LME,
with the net proceeds of sale being paid to such holder. The
contact details for the Information Agent are set out towards the
end of this announcement.
Offer Documents
The Exchange Offers are being made on the terms set out in a
Consent and Exchange Offer Memorandum (the "CEOM"), which also
contains a near-final form of the listing particulars (the "Listing
Particulars") setting out the full terms of issue of the CCDS and
Tier 2 Notes, information about the Society and its business,
certain risks associated with an investment in the CCDS and Tier 2
Notes and other information. The CEOM is available to Eligible
Professional Investors from the Information Agent.
The PIBS Tender Offer is being made on the terms set out in a
Consent and Tender Offer Memorandum (the "CTOM"). The CTOM is
available to Eligible Retail Investors from the Information
Agent.
Terms of the PPDS Exchange Offer
For each PPDS (which have an original principal value of
GBP50,000 each) exchanged in the PPDS Exchange Offer, Eligible
Professional Investors will be entitled to receive:
(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),
all on the terms and subject to the conditions more fully set
out in the CEOM (the "PPDS Exchange Offer Consideration"). The
Society will not pay any amounts for or in respect of PPDS
dividends.
In addition, Eligible Professional Investors whose PPDS are
exchanged in the PPDS Exchange Offer will, if the PPDS Exchange
Offer successfully settles, also be entitled to receive a
completion premium (the "PPDS Exchange Completion Premium") equal
to GBP500 per PPDS (representing 1.00 per cent. of original
principal value).
The Society currently intends to exercise the Sweep-up Option in
respect of any PPDS not validly exchanged in the PPDS Exchange
Offer. The Sweep-up Option will operate on substantially the same
terms as the PPDS Exchange Offer, save that the PPDS Exchange
Completion Premium will not be available under the terms of the
Sweep-up Option.
However, if a PPDS holder is ineligible to participate in the
PPDS Exchange Offer as a result of the jurisdictional offer
restrictions, such holder will be able to receive the PPDS Exchange
Completion Premium if the PPDS Exchange Offer successfully settles,
provided such holder validly signs and returns the PPDS Written
Resolutions approving the PPDS Variations. Any such holder should
contact the Information Agent as a matter of priority to obtain
further information.
Terms of the PIBS Exchange Offer
For every GBP100 of principal amount of PIBS exchanged in the
PIBS Exchange Offer, Eligible Professional Investors will be
entitled to receive:
(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,
all on the terms and subject to the conditions more fully set
out in the CEOM (the "PIBS Exchange Offer Consideration"). The
Society will not pay any amounts for or in respect of accrued
interest in respect of the PIBS.
In addition, Eligible Professional Investors whose PIBS are
exchanged in the PIBS Exchange Offer will, if the PIBS Exchange
Offer successfully settles, also be entitled to receive a
completion premium (the "PIBS Exchange Completion Premium") equal
to GBP1 per GBP100 of principal amount of PIBS exchanged in the
PIBS Exchange Offer.
If a professional investor holding PIBS is ineligible to
participate in the PIBS Exchange Offer as a result of the
jurisdictional offer restrictions, such holder will be able to
receive the PIBS Exchange Completion Premium if the PIBS Exchange
Offer successfully settles, provided such holder appoints the
Information Agent (or its nominee) as its proxy to attend the PIBS
Meeting and vote such holder's PIBS in favour of the Extraordinary
Resolution. Any such holder should contact the Information Agent as
a matter of priority to obtain further information.
Terms of the PIBS Tender Offer
For every GBP100 of principal amount of PIBS tendered and
purchased in the PIBS Tender Offer, Eligible Retail Investors will
be entitled to receive GBP51 in cash (the "PIBS Tender Offer
Consideration"). The Society will not pay any amounts for or in
respect of accrued interest in respect of the PIBS.
In addition, Eligible Retail Investors whose PIBS are purchased
in the PIBS Tender Offer will, if the PIBS Tender Offer
successfully settles, also be entitled to receive a completion
premium (the "PIBS Tender Completion Premium") equal to GBP1 per
GBP100 of principal amount of PIBS tendered and purchased in the
PIBS Tender Offer.
If a retail PIBS holder is ineligible to participate in the PIBS
Tender Offer as a result of the jurisdictional offer restrictions,
such holder will be able to receive the PIBS Tender Completion
Premium if the PIBS Tender Offer successfully settles, provided
such holder appoints the Information Agent as its proxy to attend
the PIBS Meeting and vote such holder's PIBS in favour of the
Extraordinary Resolution. Any such holder should contact the
Information Agent as a matter of priority to obtain further
information.
Terms of the CCDS and the Tier 2 Notes
The terms of the CCDS and Tier 2 Notes are set out in the
Listing Particulars, which are attached in near-final form to the
CEOM. If the LME successfully completes, the Society currently
expects that the Listing Particulars will be finalised and
published on or around 10 April 2018.
Certain key commercial terms of the CCDS and the Tier 2 Notes
are set out below:
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 of 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
distributions ("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 on 20 February during
such financial year and any Final
Distribution will be paid on 20 August
immediately following such financial
year (or, if any such day is not
a London business day, on the next
London business day). However, the
Society may elect to vary the date
of 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 distributions
cap determined in accordance with
the Rules of the Society (the "Cap").
Whilst the Board will not pay any
Distributions in respect of the Society's
financial year ending 31 March 2018,
for illustrative purposes only the
Cap on such Distributions, if declared,
would have been 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 will be issued with a minimum
investment amount equal to 500 CCDS.
The CCDS will be issued 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 intends to make an application
to the Luxembourg Stock Exchange
for the CCDS to be admitted to the
Official List and admitted to trading
on the Euro MTF market of the Luxembourg
Stock Exchange.
Voting At any meeting of the CCDS holders
as a separate class, each CCDS holder
will 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 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
and any senior non-preferred 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 20 years from the date of issue.
Optional Redemption The Society will 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 will 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 will be issued in
denominations of GBP1,000 and integral
multiples of GBP100 in excess thereof.
The Tier 2 Notes will be issued 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 intends to make an application
to the Luxembourg Stock Exchange
for the Tier 2 Notes to be admitted
to the Official List and admitted
to trading on the Euro MTF market
of the Luxembourg Stock Exchange.
Voting At any meeting of the Tier 2 Note
holders as a separate class, each
holder will 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."
Given the Society's proposed Distribution Policy in respect of
the CCDS, the Society anticipates that any trading in the CCDS is
likely initially to be at a substantial discount to their issue
price of GBP100 per CCDS.
Intention for residual PPDS and PIBS
The Society currently intends to exercise the Sweep-up Option in
respect of any PPDS not validly exchanged in the PPDS Exchange
Offer. The Sweep-up Option will operate on substantially the same
terms as the PPDS Exchange Offer, save that the PPDS Exchange
Completion Premium will not be available under the terms of the
Sweep-up Option.
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 (including, for the avoidance of
doubt, on 5 April 2018), 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 currently expects to pass a resolution
cancelling the PIBS interest payment scheduled for 5 April 2018 in
full. 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.
Procedures for Participating in the Exchange Offers or the PIBS
Tender Offer
Exchange Offers
Detailed procedures for participating in the Exchange Offers are
set out in the CEOM, which is available to Eligible Professional
Investors from the Information Agent. Any queries in respect of
such procedures should be raised with the Information Agent as a
matter of priority.
Only persons named as holders on the PPDS and PIBS registers or,
in the case of PIBS, direct participants in CREST, Euroclear and
Clearstream, Luxembourg, will be able to submit exchange
instructions in the Exchange Offers. Holders who hold their PPDS
and PIBS with any bank, securities broker or other intermediary (an
"Intermediary") should contact their Intermediary as a matter of
priority to determine when such Intermediary will need instructions
from such holder in order to offer to exchange such holder's PPDS
and/or PIBS in the Exchange Offers.
PIBS Tender Offer
Detailed procedures for participating in the PIBS Tender Offer
are set out in the CTOM, which is available to Eligible Retail
Investors from the Information Agent. Any queries in respect of
such procedures should be raised with the Information Agent as a
matter of priority.
Only persons named as holders on the PIBS register or direct
participants in CREST will be able to submit tender instructions in
the PIBS Tender Offer. Holders who hold their PIBS with any bank,
securities broker or other Intermediary should contact their
Intermediary as a matter of priority to determine when such
Intermediary will need instructions from such holder in order to
tender such holder's PIBS in the PIBS Tender Offer.
Expected timetable for the LME
Set out below is the expected timetable for the LME. This
timetable is indicative only, and the Society has the right to
amend the dates, times and sequence of events in the LME in its
sole discretion.
Holders who hold their PPDS and PIBS with any bank, securities
broker or other Intermediary should contact their Intermediary as a
matter of priority to determine the deadlines by which such
Intermediary will need instructions from such holder in order for
such holder to be able to participate in the LME. Such deadlines
will be earlier than the deadlines referred to below.
Events Dates and Times
(London times)
---------------------------------------------------------------------------------------- --------------------------
Commencement of the Offers 8 March 2018
Exchange Offers announced. CEOM available to Eligible Professional Investors from the
Information
Agent.
PIBS Tender Offer announced. CTOM available to Eligible Retail Investors from the
Information
Agent.
Notice of Meeting sent to PIBS holders. Form of PPDS Written Resolutions sent to PPDS
holders.
PPDS Written Resolutions Record Date 5 April 2018
All PPDS holders wishing to vote in favour of the PPDS Written Resolutions to have
returned
their completed written resolutions to the Information Agent on or prior to 5.00 p.m.
(London
time) on the PPDS Written Resolutions Record Date. Information Agent to obtain evidence
of
holdings of PPDS, including any custodian or other intermediary through which holders
hold
beneficial interests in PPDS, as at 5.00 p.m. (London time) on the PPDS Written
Resolutions
Record Date.
Participation Deadline 3.00 p.m. on 5 April 2018
Deadline for receipt of all exchange instructions in respect of all PPDS and PIBS for
an Eligible
Professional Investor to be eligible (if such PPDS and PIBS are accepted for exchange)
to
receive the PPDS Exchange Offer Consideration and PPDS Exchange Completion Premium or
PIBS
Exchange Offer Consideration and PIBS Exchange Completion Premium, as applicable.
Deadline for receipt of all tender instructions in respect of all PIBS for an Eligible
Retail
Investor to be eligible (if such PIBS are accepted for purchase) to receive the PIBS
Tender
Offer Consideration and PIBS Tender Completion Premium. Accordingly, this is the latest
time
and date for (i) receipt of Tender Instruction Forms and share certificates or other
documents
of title for tendered certificated PIBS; and (ii) settlement of TTE Instructions for
PIBS
tendered in CREST.
Voting Deadline and PIBS Record Time 5.00 p.m. on 5 April 2018
The final time at which a valid exchange instruction or valid tender instruction in the
PIBS
Exchange Offer or PIBS Tender Offer, respectively, will also constitute an instruction
to
appoint the Information Agent (or its nominee) as proxy to vote in favour of the
Extraordinary
Resolution at the PIBS Meeting.
The final time for making alternative arrangements to vote at the PIBS Meeting (if the
PIBS
Holder is not participating in the PIBS Exchange Offer or the PIBS Tender Offer).
Only PIBS Holders who hold their PIBS as at the PIBS Record Time (and continue to hold
them
until conclusion of the Meeting) will be eligible to vote (or to appoint a proxy to
vote)
at the PIBS Meeting (unless the PIBS Meeting is adjourned).
Indicative Results Announcement 6 April 2018
Announcement of (i) the number of PPDS and the aggregate nominal amount of PIBS validly
offered
for exchange in the Exchange Offers prior to the Participation Deadline; (ii) the
aggregate
nominal amount of PIBS validly tendered in the PIBS Tender Offer prior to the
Participation
Deadline; and (iii) whether the PPDS Written Resolutions have been passed.
Meeting of Holders of PIBS 5.30 p.m. on 9 April 2018
Meeting to consider the Extraordinary Resolution approving the Variations to the PIBS
Conditions.
Results Announcement 10 April 2018
Announcement of the following: (i) the number of PPDS and the aggregate nominal amount
of
PIBS validly offered for exchange in the Exchange Offers; (ii) the aggregate nominal
amount
of PIBS validly tendered in the PIBS Tender Offer; (iii) whether the Society accepts
for exchange
and purchase any such PPDS and PIBS and, if so, the number of PPDS and the nominal
amount
of PIBS accepted; (iv) (if the PPDS Written Resolutions have been passed) confirmation
of
variation of the PPDS Conditions and whether the Society will exercise the Sweep-up
Option
in respect of the PPDS (which it currently expects to do); (v) the number of CCDS and
aggregate
nominal amount of Tier 2 Notes which the Society expects to issue on the Settlement
Date;
(vi) the aggregate amounts of cash payments to be paid to Holders on the Settlement
Date pursuant
to the Exchange Offers and the amounts payable by the Society pursuant to the PIBS
Tender
Offer; and (vi) whether the Extraordinary Resolution was passed at the PIBS Meeting
and, if
so, confirmation of variation of the PIBS Conditions.
Settlement Date 12 April 2018
Expected settlement of the Exchange Offers, the PIBS Tender Offer and (if exercised)
the Sweep-up
Option, including (i) cancellation of PPDS and PIBS validly exchanged in the Exchange
Offers,
PIBS validly tendered in the PIBS Tender Offer and PPDS cancelled pursuant to the
Sweep-up
Option; (ii) issue and delivery of CCDS and Tier 2 Notes; and (iii) payment of cash
payments
in the Exchange Offers and the PIBS Tender Offer.
Further information
The Society has appointed Lucid Issuer Services Limited as
Information Agent in respect of the LME, as exchange agent for the
Exchange Offers and as tabulation agent for the PPDS Written
Resolutions and the PIBS Meeting (the "Exchange Agent"). All
requests for the CEOM and CTOM, and all queries regarding
participation in the LME, should be addressed to the Information
Agent at the following contact details:
Lucid Issuer Services Limited
Tankerton Works, 12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: Yves Theis / David Shilson
email: westbrom@lucid-is.com
The Society has also appointed Equiniti Limited as tender agent
for the PIBS Tender Offer (the "PIBS Tender Agent"):
Equiniti Limited
Corporate Actions
Aspect House
Spencer Road
Lancing
West Sussex, BN99 6DA
United Kingdom
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.
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
None of this announcement, the CEOM, the CTOM or any other
materials relating to the LME constitute an offer or an invitation
to participate in the LME in any jurisdiction in or from which, or
to any person to whom, it is unlawful to make such offer or
invitation under applicable laws. None of this announcement, the
CEOM, the CTOM or any other materials relating to the LME should be
distributed or released in or into the United States, South Africa,
Japan, Hong Kong, Singapore, Italy, Switzerland or Canada or any
other jurisdiction or territory in breach of law or regulation. The
distribution of this announcement, the CEOM, the CTOM and any other
materials relating to the LME in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement,
the CEOM, the CTOM or any such other materials comes are required
by the Society, the Exchange Agent and the PIBS Tender Agent to
inform themselves about, and to observe, any such restrictions. No
action has been or will be taken in any jurisdiction by the
Society, the Exchange Agent or the PIBS Tender Agent that would
permit a public offering of the CCDS or the Tier 2 Notes (the
"Securities").
Eligibility: Only Eligible Professional Investors may
participate in the Exchange Offers. Only Eligible Retail Investors
may participate in the PIBS Tender Offer.
MiFID II product governance / professional investors and ECPs
only target market - Solely for the purposes of the manufacturer's
product approval process, the target market assessment in respect
of the Securities has led to the conclusion that: (i) the target
market of the Securities is 'eligible counterparties' and
'professional clients' only, each as defined in MiFID II; and (ii)
all channels for the distribution of the Securities to eligible
counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Securities (a
"distributor") should take into consideration the manufacturer's
target market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market assessment
in respect of the Securities (by either adopting or refining the
manufacturer's target market assessment) and determining
appropriate distribution channels.
PRIIPs Regulation / prohibition of sales to EEA retail investors
- The Securities are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
("EEA"). For these purposes, a "retail investor" means a person who
is one (or more) of: (i) a 'retail client' as defined in point (11)
of Article 4(1) of MiFID II; or (ii) a customer within the meaning
of Directive 2002/92/EC, where that customer would not qualify as a
'professional client' as defined in point (10) of Article 4(1) of
MiFID II. No key information document required by Regulation (EU)
No 1286/2014 (the "PRIIPs Regulation") for offering or selling
securities falling within scope of the PRIIPs Regulation or
otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA
may, if the Securities were to be determined to fall within the
scope of the PRIIPs Regulation, be unlawful under the PRIIPs
Regulation.
COBS 22.2 / restriction on marketing and sales to retail
investors - The Securities are financial instruments with complex
features, and will not be a suitable or appropriate investment for
all investors. The offer, sale or distribution of the Securities to
certain investors, including retail investors, may be restricted or
prohibited by law in certain jurisdictions. In particular, in June
2015, the UK Financial Conduct Authority (the "FCA") published the
Product Intervention (Contingent Convertible Instruments and Mutual
Society Shares) Instrument 2015, which took effect from 1 October
2015 (the "Product Intervention Instrument"). Under the rules
contained in the Product Intervention Instrument and Chapter 22.2
of the Conduct of Business Sourcebook ("COBS 22.2") in the FCA's
Handbook (as such rules may be amended or replaced from time to
time, the "Product Intervention Rules"), there are restrictions on
the sale of 'mutual society shares' (which would include the CCDS)
to 'retail clients' in the EEA. For these purposes, a "retail
client" is a person who is, or who if he were receiving services in
the course of a firm carrying on a regulated activity would be, a
client who is neither a 'professional client' nor an 'eligible
counterparty' under MiFID II. The Society is required to comply
with the Product Intervention Rules and COBS 22.2. Given the nature
of the restrictions contained in the Product Intervention
Instrument and COBS 22.2, the offer of CCDS is not made to retail
clients (as that term is defined for the purposes of the Product
Intervention Rules and COBS 22.2), and the Society will not offer
or sell CCDS to retail clients, nor will the Society at any time
take, or be required to take, any action which would facilitate an
offer or sale of any CCDS to any retail client.
United States: The offers described herein (the "Offers") are
being made, and any Securities will be offered and issued, only in
offshore transactions in reliance upon Regulation S under the
United States Securities Act of 1933, as amended (the "Securities
Act"). The Offers are 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. PPDS and PIBS may not be
tendered or offered for exchange 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 CEOM, the CTOM and any other
documents or materials relating to the Offers 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 or offer to exchange PPDS or PIBS
resulting directly or indirectly from a violation of these
restrictions will be invalid and will not be accepted. "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.
The Securities have not been and will not be registered under the
Securities Act, or any state securities laws. Accordingly, the
Securities are and will be subject to restrictions on
transferability and resale and may not be transferred or resold
except as permitted under the Securities Act and other applicable
securities laws, pursuant to an exemption from registration.
Registration rights will not be granted in favour of the Securities
and they may not be offered, sold, pledged or otherwise transferred
except outside the United States in accordance with Rule 903 or
Rule 904 of Regulation S.
United Kingdom: This announcement, the CEOM, the CTOM and any
other materials relating to the LME may only be communicated to
persons in the United Kingdom in circumstances where section 21(1)
of the Financial Services and Markets Act 2000 does not apply.
Accordingly, this announcement, the CEOM, the CTOM and any other
materials relating to the LME are only for circulation inside the
United Kingdom to persons who fall 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 "Order") or to whom they may otherwise be lawfully
communicated in accordance with the Order. The Offers will only be
available in the United Kingdom to such persons and the
transactions contemplated herein will be available only to, and may
be engaged in only with, such persons.
Italy: The Offers are not being made, directly or indirectly, in
the Republic of Italy. None of the Offers, this announcement, the
CEOM, the CTOM or any other document or materials relating to the
Offers have 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. Accordingly, neither the
Offers, nor this announcements, the CEOM, the CTOM or any other
offering material relating to the Offers or the Securities may be
distributed or made available in the Republic of Italy and no
marketing, promotional, informative or solicitation activity
whatsoever can be performed in the Republic of Italy.
France: The Offers are not being made, directly or indirectly,
to the public in the Republic of France ("France"). None of this
announcement, the CEOM, the CTOM or any other document or material
relating to the Offers has been or shall be distributed to the
public in France and only (i) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, acting for their
own account, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code monétaire et
financier, are eligible to participate in the Offers. This
announcement, the CEOM, the CTOM and any other materials relating
to the Offers have not been and will not be submitted for clearance
to nor approved by the Autorité des Marchés Financiers.
Belgium: None of this announcement, the CEOM, the CTOM or any
other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority (Autoriteit
voor financiële diensten en markten / Autorité des services marchés
financiers) and, accordingly, the Offers may not be made in Belgium
by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids as amended or
replaced from time to time (the "Belgian Takeover Law") or as
defined in Article 3 of the Belgian Law of 16 June 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets as amended or
replaced from time to time (the "Belgian Prospectus Law").
Accordingly, the Offers may not be advertised and will not be
extended, and neither this announcement nor the CEOM, CTOM or any
other documents or materials relating to the Offers (including any
memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than
"qualified investors" in the
sense of Article 10 of the Belgian Law of 16 June 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own
account (without prejudice to Article 6, --4 of the Belgian
Takeover Law and Article 3, --4 of the Belgian Prospectus Law), and
provided that they do not qualify as a "consumer" within the
meaning of the Belgian Code of 28 January 2013 on economic law.
Insofar as Belgium is concerned, this announcement, the CEOM, the
CTOM and any other materials relating to the Offers have been or
will have been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offers.
Accordingly, the information contained in this announcement or in
the CEOM, CTOM or such other materials may not be used for any
other purpose or disclosed to any other person in Belgium, without
prejudice to Article 6, --4 of the Belgian Takeover Law and Article
3, --4 of the Belgian Prospectus Law.
Japan: The Securities have not been, and they will not be,
registered under the Financial Instruments and Exchange Act of
Japan (Law No. 25 of 1948, as amended) (the "FIEA"). The Securities
may not be offered or sold directly or indirectly, in Japan or to,
or for the benefit of, any resident in Japan (as defined in Item 5,
Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade
Act No. 228 of 1949, as amended), or to others for reoffering or
resale, directly or indirectly, in Japan or to, or for the benefit
of, a resident of Japan except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the
FIEA and any other applicable laws, regulations and ministerial
guidelines of Japan.
Australia: No prospectus, product disclosure statement or other
disclosure document (as defined in the Corporations Act 2001 (Cth)
of Australia ("Corporations Act")) in relation to the Securities
has been or will be lodged with the Australian Securities and
Investments Commission ("ASIC"). This announcement, the CEOM, the
CTOM and any other materials relating to the Offers do not
constitute a prospectus, product disclosure statement or other
disclosure document under the Corporations Act, and do not purport
to include the information required for a prospectus, product
disclosure statement or other disclosure document under the
Corporations Act. Investors should note that (a) the Securities
have not been and will not be (directly or indirectly) offered for
issue or sale and no invitation, applications for issue, or offers
to purchase, the Securities in, to or from Australia (including an
offer or invitation which is received by a person in Australia) has
been or will be made; and (b) this announcement, the CEOM, the CTOM
and any other information memorandum, advertisement or other
offering material relating to the Securities, have not been and
will not be distributed or published, in Australia, unless (1) the
aggregate consideration payable by each offeree or invitee is at
least AUD500,000 (or its equivalent in other currencies,
disregarding moneys lent by the offeror or its associates) or the
offer or invitation otherwise does not require disclosure to
investors in accordance with Part 6D.2 or Part 7.9 of the
Corporations Act, (2) the offer or invitation is not made to a
person who is a "retail client" within the meaning of section 761G
of the Corporations Act, (3) such action complies with all
applicable laws, regulations and directives and (4) such action
does not require any document to be lodged with ASIC. The
Securities must not be offered for sale in Australia in the period
of 12 months after the date of their issue, except in circumstances
where disclosure to investors under Part 6D.2 or Part 7.9 of the
Corporations Act would not be required pursuant to an exemption
under the Corporations Act, or otherwise where the offer for sale
is made pursuant to a disclosure document that complies with Part
6D.2 or Part 7.9 of the Corporations Act. Any person acquiring the
Securities must observe such Australian on-sale restrictions.
Hong Kong: No Securities have been offered or sold or will be
offered or sold in Hong Kong, by means of any document, other than
(a) to "professional investors" as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules
made under the SFO; or (b) in other circumstances which do not
result in the document being a "prospectus" as defined in the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.
32) of Hong Kong (the "C(WUMP)O") or which do not constitute an
offer to the public within the meaning of the C(WUMP)O. No
advertisement, invitation or document relating to the Securities
has been issued or has been in the possession of any person for the
purposes of issue, nor will any such advertisement, invitation or
document be issued or be in the possession of any person for the
purpose of issue, whether in Hong Kong or elsewhere, which is
directed at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to
Securities which are or are intended to be disposed of only to
persons outside Hong Kong or only to "professional investors" as
defined in the SFO and any rules made under the SFO.
Singapore: This announcement, the CEOM, the CTOM and any other
materials relating to the Offers have not been registered as a
prospectus with the Monetary Authority of Singapore and the
Securities will be offered pursuant to exemptions under the
Securities and Futures Act, Chapter 289 of Singapore (the "SFA").
Accordingly, the Securities have not been, and will not be, offered
or sold or caused to be made the subject of an invitation for
subscription or purchase, nor has this announcement or the CEOM,
the CTOM or any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of the
Securities been circulated or distributed, nor will they be
circulated or distributed, whether directly or indirectly, to any
person in Singapore other than: (a) to an institutional investor
(as defined in Section 4A of the SFA) under Section 274 of the SFA;
(b) to a relevant person under Section 275(1) of the SFA, or any
person pursuant to Section 275(1A) of the SFA, and in accordance
with the conditions specified in Section 275 of the SFA; or (c)
otherwise pursuant to, and in accordance with the conditions of,
any other applicable provision of the SFA. Where Securities are
subscribed or purchased under Section 275 of the SFA by: (a) a
corporation (which is not an accredited investor (as defined in
Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one
or more individuals, each of whom is an accredited investor; or (b)
a trust (where the trustee is not an accredited investor) whose
sole purpose is to hold investments and each beneficiary of the
trust is an individual who is an accredited investor, securities
(as defined in Section 239(1) of the SFA) of that corporation or
the beneficiaries' rights and interest (howsoever described) in
that trust shall not be transferred within six months after that
corporation or that trust has acquired the Securities pursuant to
an offer made under Section 275 of the SFA except: (1) to an
institutional investor under Section 274 of the SFA or to a
relevant person pursuant to Section 275 of the SFA, or to any
person pursuant to Section 275(1A), respectively, and in accordance
with the conditions specified in Section 275 of the SFA; (2) where
no consideration is or will be given for the transfer; (3) where
the transfer is by operation of law; (4) pursuant to Section 276(7)
of the SFA; or (5) pursuant to Regulation 32 of the Securities and
Futures (Offers of Investments) (Shares and Debentures) Regulations
2005.
Switzerland: The Securities may not be publicly offered in
Switzerland and will not be listed on the SIX Swiss Exchange
("SIX") or on any other stock exchange or regulated trading
facility in Switzerland. This announcement, the CEOM, the CTOM and
any other materials relating to the Offers do not constitute an
issue prospectus under art. 652a or art. 1156 of the Swiss Code of
Obligations or a listing prospectus under art. 27 ff. of the SIX
Listing Rules or the listing rules of any other stock exchange or
regulated trading facility in Switzerland and has been prepared
without regard to the disclosure standards thereunder. Neither this
announcement nor the CEOM, the CTOM or any other offering or
marketing material relating to the Offers may be publicly
distributed or otherwise made publicly available in Switzerland.
Neither this announcement nor the CEOM, the CTOM or any other
offering or marketing material relating to the Offers have been or
will be filed with or approved by any Swiss regulatory authority.
In particular, such documents will not be filed with, and the offer
of Securities will not be supervised by, the Swiss Financial Market
Supervisory Authority FINMA, and the offer of Securities has not
been and will not be authorised under the Swiss Federal Act on
Collective Investment Schemes (the "CISA"). The investor protection
afforded to acquirers of interests in collective investment schemes
under the CISA does not extend to acquirers of Securities.
General: This announcement, the CEOM, the CTOM and any other
materials relating to the Offers are and will be for the personal
use of authorised recipients only. Under no circumstances should
any such documents or materials be reproduced or distributed to any
other persons. Persons into whose possession any such documents or
materials come are required to inform themselves about and to
observe any such restrictions. This announcement, the CEOM, the
CTOM and any other materials relating to the Offers do not
constitute, and may not be used for the purpose of, an offer or
solicitation to the public or to anyone in any jurisdiction in
which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such offer or solicitation.
The Society is authorised by the PRA and regulated by the PRA
and the FCA. Each of Evercore Partners International LLP, Lucid
Issuer Services Limited and Equiniti Limited is regulated by the
FCA. None of the Society, Evercore Partners International LLP,
Lucid Issuer Services Limited and Equiniti Limited is acting or
will act on behalf of holders of the PPDS and/or the PIBS, or
prospective investors in the CCDS and/or Tier 2 Notes with respect
to the LME, and none of them will regard any person (including any
recipient or reader of this announcement, the CEOM or the CTOM or
any holder of any the PPDS and/or the PIBS, or any actual or
prospective investor in the CCDS and/or Tier 2 Notes) as its
"client" in relation to the LME, and will not be responsible to any
person for providing the sorts of protections afforded to persons
who receive investment services or advice under the FSMA, MiFID II
or any other regulatory regime in a capacity as a client.
This information is provided by RNS
The company news service from the London Stock Exchange
END
CARFKFDDNBKDBNK
(END) Dow Jones Newswires
March 08, 2018 08:15 ET (13:15 GMT)
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