TIDMWBS
RNS Number : 1091K
West Bromwich Building Society
06 April 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
6 April 2018
West Bromwich Building Society[1]
INDICATIVE RESULTS OF Liability Management Exercise
This announcement contains inside information.
In an announcement dated 8 March 2018 (the "March
Announcement"), West Bromwich Building Society (the "Society")
announced 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").
The LME consists of the PPDS Exchange Offer and the PIBS
Exchange Offer (together, the "Exchange Offers"), the PIBS Tender
Offer (together with the Exchange Offers, the "Offers") and the
Variations, in each case as defined in the March Announcement. The
full terms of the Exchange Offers are set out in a Consent and
Exchange Offer Memorandum (the "CEOM") and the full terms of the
PIBS Tender Offer are set out in a Consent and Tender Offer
Memorandum (the "CTOM"), in each case dated 8 March 2018. Defined
terms used and not otherwise defined in this announcement have the
meanings given in the March Announcement, the CEOM or the CTOM.
Indicative Results of the LME
The offer period for each of the Offers expired at 3.00 p.m.
(London time) on 5 April 2018 (the "Participation Deadline").
As at the Participation Deadline:
(i) a total of 3,650 PPDS (representing 100 per cent. of the
total number of PPDS outstanding) had been validly Offered for
Exchange pursuant to the PPDS Exchange Offer;
(ii) GBP58,032,000 in aggregate nominal amount of the PIBS
(representing 77.38 per cent. of the aggregate nominal amount of
the PIBS outstanding) had been validly Offered for Exchange
pursuant to the PIBS Exchange Offer; and
(iii) GBP8,067,000 in aggregate nominal amount of the PIBS
(representing 10.76 per cent. of the aggregate nominal amount of
the PIBS outstanding) had been validly tendered for purchase
pursuant to the PIBS Tender Offer.
The PPDS Written Resolutions, as set out at Annex B to the CEOM,
were passed on 5 April 2018 with the consent in writing of the
holders of more than three-quarters of the PPDS. The Society
expects to implement the PPDS Written Resolutions and vary the PPDS
Conditions accordingly, subject to receiving final approvals for
the LME from the Prudential Regulation Authority ("PRA").
Next steps
The PIBS Meeting is scheduled for 5.30 p.m. on 9 April 2018.
Following conclusion of the PIBS Meeting, the Society intends to
inform the PRA of the final outcome of the LME and to seek the
necessary final approvals for the LME. Settlement of the LME will
be conditional upon such final approvals being granted.
The Society expects to announce the final results of the LME on
or around 10 April 2018.
Further information
The Society 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").
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 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. Words such as (without limitation)
"expects" and "intends" identify forward-looking statements. There
can be no assurance that the matters which are the subject of such
forward-looking statements will materialise and no reliance should
be placed thereon.
DISCLAIMER
The offer period for each of the Offers has now expired. The
Offers have been made outside the United States and otherwise
subject to offer restrictions in South Africa, Japan, Hong Kong,
Singapore, Italy, Switzerland, Canada and elsewhere.
MiFID II product governance - professional investors and ECPs
only target market / PRIIPs Regulation - prohibition of sales to
EEA retail investors / COBS 22.2 - restriction on marketing and
sales to retail investors
The securities which may be issued pursuant to the LME have not
been and will not be registered under the United States Securities
Act of 1933, as amended (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.
This announcement and any other materials relating to the Offers
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.
This announcement 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 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.
[1] LEI: 45WSBJJYVGC91LG3H515
This information is provided by RNS
The company news service from the London Stock Exchange
END
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