TIDMBUPF
RNS Number : 7057L
BUPA Finance PLC
14 September 2021
Bupa Finance plc Announces Cash Tender Offer for its
GBP500,000,000 5.00 per cent. Fixed Rate Subordinated Notes due
2023
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (EUWA).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT
OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED) OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW) .
14 September 2021. Bupa Finance plc (the Offeror) announces
today an invitation to holders of its outstanding GBP500,000,000
5.00 per cent. Fixed Rate Subordinated Notes due 2023 (ISIN:
XS0920221453) (the Notes) to tender such Notes for purchase by the
Offeror for cash (such invitation, the Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 14
September 2021 (the Tender Offer Memorandum) prepared by the
Offeror in connection with the Offer, and is subject to the offer
restrictions set out below, as more fully described in the Tender
Offer Memorandum. For detailed terms of the Offer, please refer to
the Tender Offer Memorandum, copies of which are (subject to
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in the Tender
Offer Memorandum.
Summary of the Offer
A summary of certain of the terms of the Offer appears
below:
Target
Description ISIN / Outstanding Acceptance
of the Notes Common Code Nominal Amount Benchmark Security Purchase Spread Amount
------------------ ------------------ ------------------ --------------------- ---------------- -----------------
GBP500,000,000 XS0920221453 / GBP500,000,000 UK Treasury 0.125% 45 bps Subject as set
5.00 per cent. 092022145 due January 2023 out herein, up
Fixed Rate (ISIN: GB00BL68HG94) to
Subordinated GBP250,000,000
Notes due 2023 in aggregate
nominal amount
Rationale for the Offer
The Offer, in conjunction with the issuance of the New Notes (as
defined below), is part of the Group's proactive management of its
funding and capital structure. The overall transaction is intended
to increase the Group's financial flexibility by establishing
access to the Restricted Tier 1 capital market and create
additional Tier 2 Capital headroom, whilst also offering a
liquidity event for current holders of the Notes.
Notes purchased by the Offeror pursuant to the Offer are
expected to be cancelled and will not be re-issued or re-sold.
Purchase Price
The Offeror will pay for any Notes validly tendered and accepted
for purchase by it pursuant to the Offer a purchase price for such
Notes (the Purchase Price) to be determined at or around 12.00 p.m.
(London time) on 22 September 2021 (the Pricing Time) in the manner
described in the Tender Offer Memorandum by reference to the sum
(such sum, the Purchase Yield) of (i) the purchase spread of 45 bps
(the Purchase Spread) and (ii) the Benchmark Security Rate.
Accrued Interest
The Offeror will also pay an Accrued Interest Payment in respect
of any Notes accepted by it for purchase pursuant to the Offer.
Final Acceptance Amount and Scaling
The Offeror proposes to accept for purchase pursuant to the
Offer up to GBP250,000,000 in aggregate nominal amount of the Notes
(the Target Acceptance Amount), although the Offeror reserves the
right, in its sole discretion, to accept significantly more or
significantly less than (or none of) the Target Acceptance Amount
for purchase pursuant to the Offer (the final aggregate amount of
Notes accepted for purchase pursuant to the Offer being the Final
Acceptance Amount).
If the Offeror decides to accept for purchase valid tenders of
Notes pursuant to the Offer and the aggregate nominal amount of
Notes validly tendered pursuant to the Offer is greater than the
Final Acceptance Amount, the Offeror intends to accept such Notes
for purchase on a pro rata basis such that the aggregate nominal
amount of Notes accepted for purchase pursuant to the Offer is no
greater than the Final Acceptance Amount, as further described in
the Tender Offer Memorandum.
New Issue Condition
The Offeror will announce today its intention to issue a series
of new restricted tier 1 securities (the New Notes), subject to
market conditions.
Whether the Offeror will purchase any Notes validly tendered in
the Offer is subject, without limitation, to the successful
completion (in the sole determination of the Offeror) of the issue
of the New Notes (the New Issue Condition).
Even if the New Issue Condition is satisfied, the Offeror is
under no obligation to accept for purchase any Notes tendered
pursuant to the Offer. The acceptance for purchase by the Offeror
of Notes validly tendered pursuant to the Offer is at the sole
discretion of the Offeror, and tenders may be rejected by the
Offeror for any reason.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the offering
memorandum to be prepared by the Offeror in connection with the
issue and listing of the New Notes (including any amendment or
supplement thereto, the Offering Memorandum), and no reliance is to
be placed on any representations other than those contained in the
Offering Memorandum. Subject to compliance with applicable
securities laws and regulations, a preliminary offering memorandum
(the Preliminary Offering Memorandum) dated on or about 14
September 2021 relating to the New Notes is available from the
Dealer Managers on request.
For the avoidance of doubt, the ability to purchase New Notes is
subject to all applicable securities laws and regulations in force
in any relevant jurisdiction (including the jurisdiction of the
relevant Holder and the selling restrictions set out in the
Offering Memorandum). It is the sole responsibility of each Holder
to satisfy itself that it is eligible to purchase the New
Notes.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in either this announcement or the
Tender Offer Memorandum constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States
or any other jurisdiction. Securities may not be offered, sold or
delivered in the United States absent registration under, or an
exemption from the registration requirements of, the United States
Securities Act of 1933, as amended (the Securities Act). The New
Notes have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, within the United States or to,
or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act).
Compliance information for the New Notes :
UK MiFIR professionals/ECPs-only/No UK PRIIPs KID - eligible
counterparties and professional clients only (all distribution
channels). No sales to UK retail investors; no key information
document has been or will be prepared. EU MiFID
professionals/ECPs-only/No EU PRIIPS KID - eligible counterparties
and professional clients only (all distribution channels). No sales
to EEA retail investors; no key information document has been or
will be prepared.
See the Preliminary Offering Memorandum for further
information.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Allocation of the New Notes
When considering allocation of the New Notes, the Offeror may
give preference to those Holders that, prior to such allocation,
have validly tendered or have given a firm intention to any Dealer
Manager that they intend to tender their Notes for purchase
pursuant to the Offer. Therefore, a Holder that wishes to subscribe
for New Notes in addition to tendering its existing Notes for
purchase pursuant to the Offer may be eligible to receive, at the
sole and absolute discretion of the Offeror, priority in the
allocation of the New Notes, subject to the issue of the New Notes
and such Holder making a separate application for the purchase of
such New Notes to a Dealer Manager (in its capacity as a joint lead
manager of the issue of the New Notes) in accordance with the
standard new issue procedures of such joint lead manager. Any such
preference will, subject to the sole and absolute discretion of the
Offeror, be applicable up to the aggregate nominal amount of Notes
tendered by such Holder (or in respect of which such Holder has
indicated a firm intention to tender as described above) pursuant
to the Offer. However, the Offeror is not obliged to allocate any
New Notes to a Holder that has validly tendered
or indicated a firm intention to tender its Notes for purchase
pursuant to the Offer and, if any such New Notes are allocated, the
nominal amount thereof may be less or more than the nominal amount
of Notes tendered by such Holder and accepted for purchase by the
Offeror pursuant to the Offer. Any such allocation will also, among
other factors, take into account the minimum denomination of the
New Notes (being GBP100,000).
All allocations of the New Notes, while being considered by the
Offeror as set out above, will be made in accordance with customary
new issue allocation processes and procedures in the sole and
absolute discretion of the Offeror. In the event that a Holder
validly tenders Notes pursuant to the Offer, such Notes will remain
subject to such tender and the conditions of the Offer as set out
in the Tender Offer Memorandum irrespective of whether that Holder
receives all, part or none of any allocation of New Notes for which
it has applied.
Holders should note that the pricing and allocation of the New
Notes are expected to take place prior to the Expiration Deadline
for the Offer and any Holder that wishes to subscribe for New Notes
in addition to tendering existing Notes for purchase pursuant to
the Offer should therefore provide, as soon as practicable, to any
Dealer Manager any indications of a firm intention to tender Notes
for purchase pursuant to the Offer and the quantum of Notes that it
intends to tender.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest Payment pursuant to, the
Offer, Holders must validly tender their Notes for purchase by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender Agent by 4.00
p.m. (London time) on 21 September 2021 unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer
Memorandum (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of no less than GBP100,000 (being the
minimum denomination of the Notes), and may be submitted in
integral multiples of GBP1,000 thereafter.
A separate Tender Instruction must be completed on behalf of
each beneficial owner.
Indicative timetable for the Offer
The anticipated transaction timetable is summarised below:
Events Times and Dates
(All times are London time)
Commencement of the Offer
Announcement of Offer and the intention of the Offeror to 14 September 2021
issue the New Notes, subject to
market conditions. Tender Offer Memorandum available from
the Tender Agent (subject to the
restrictions set out in "Offer and Distribution
Restrictions" below).
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. on 21 September 2021
by the Tender Agent in order for Holders
to be able to participate in the Offer.
Announcement of Indicative Results
Announcement by the Offeror of the aggregate nominal Prior to the Pricing Time on 22 September 2021
amount of Notes validly tendered pursuant
to the Offer, together with a non-binding indication of
the level at which it expects to set
the Final Acceptance Amount and indicative details of any
pro rata scaling that will apply
in the event that the Offeror decides to accept (subject
to satisfaction or waiver of the
New Issue Condition on or prior to the Settlement Date)
valid tenders of Notes pursuant to
the Offer.
Pricing Time
Determination of the Benchmark Security Rate and At or around 12.00 p.m. on 22 September 2021
calculation of the Purchase Yield and Purchase
Price.
Announcement of Results and Pricing
Announcement by the Offeror of whether it will accept As soon as reasonably practicable after the Pricing Time
(subject to the satisfaction or waiver
of the New Issue Condition on or prior to the Settlement
Date) valid tenders of Notes for
purchase pursuant to the Offer and, if so accepted, the
Final Acceptance Amount, the Benchmark
Security Rate, the Purchase Yield, the Purchase Price and
details of any pro rata scaling.
Settlement Date
Subject to the satisfaction, or waiver, of the New Issue 24 September 2021
Condition, expected Settlement Date
for the Offer.
The Offeror may, in its sole discretion, extend, re-open, amend,
waive any condition of or terminate the Offer at any time (subject
to applicable law and as provided in the Tender Offer Memorandum)
and the above times and dates are subject to the right of the
Offeror to so extend, re-open, amend and/or terminate the
Offer.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes when such
intermediary would need to receive instructions from a Holder in
order for that Holder to be able to participate in, or (in the
limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Offer before the deadlines
specified above. The deadlines set by any such intermediary and
each Clearing System for the submission and revocation of Tender
Instructions will be earlier than the relevant deadlines set out
above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made by or on behalf of the Offeror by (i)
publication through RNS and (ii) the delivery of notices to the
Clearing Systems for communication to Direct Participants. Such
announcements may also be made (a) on the relevant Reuters Insider
Screen and/or (b) by the issue of a press release to a Notifying
News Service. Copies of all such announcements, press releases and
notices can also be obtained upon request from the Tender Agent,
the contact details for which are below. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Holders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offer. In addition, Holders
may contact the Dealer Managers for information using the contact
details below.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
BNP Paribas, Citigroup Global Markets Limited, HSBC Bank plc and
NatWest Markets Plc are acting as Dealer Managers for the Offer and
Lucid Issuer Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers:
BNP Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability
Management Group; Email: liability.management@bnpparibas.com);
Citigroup Global Markets Limited (Telephone: +44 20 7986 8969 ;
Attention: Liability Management Group; Email:
liabilitymanagement.europe@citi.com ); HSBC Bank plc (Telephone:
+44 20 7992 6237; Attention: Liability Management; Email: LM_EM
EA@hsbc.com); and NatWest Markets Plc (Telephone: +44 20 7678 5222;
Attention: Liability Management; Email:
liabilitymanagement@natwestmarkets.com).
Questions and requests for assistance in connection with the
procedures for participating in the Offer, including the delivery
of Tender Instructions, may be directed to the Tender Agent:
Lucid Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Harry Ringrose; Email: bupa@lucid-is.com).
This announcement is released by the Offeror and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the EUWA (UK MAR), encompassing information relating to
the Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by
Kathryn Tait, Deputy Company Secretary, Bupa Group.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Holder is in any doubt as to the contents of this announcement
and/or the Tender Offer Memorandum or the action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose
Notes are held on its behalf by a broker, dealer, bank, custodian,
trust company or other nominee or intermediary must contact such
entity if it wishes to tender such Notes pursuant to the Offer. The
Dealer Managers are acting exclusively for the Offeror and no one
else in connection with the arrangements described in this
announcement and the Tender Offer Memorandum and will not be
responsible to any Holder for providing the protections which would
be afforded to customers of the Dealer Managers or for advising any
other person in connection with the Offer. None of the Offeror, the
Dealer Managers or the Tender Agent or any director, officer,
employee, agent or affiliate of any such person has made or will
make any assessment of the merits and risks of the Offer or of the
impact of the Offer on the interests of the Holders either as a
class or as individuals, and none of them makes any recommendation
as to whether Holders should tender Notes pursuant to the Offer.
None of the Offeror, the Dealer Managers or the Tender Agent (or
any of their respective directors, officers, employees, agents or
affiliates) is providing Holders with any legal, business, tax or
other advice in this announcement and/or the Tender Offer
Memorandum. Holders should consult with their own advisers as
needed to assist them in making an investment decision and to
advise them whether they are legally permitted to tender Notes
for cash.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in the Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement, the Tender Offer Memorandum and/or any other
materials relating to the Offer in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement,
the Tender Offer Memorandum and/or any other materials relating to
the Offer come(s) are required by each of the Offeror , the Dealer
Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.
Neither this announcement, the Tender Offer Memorandum nor the
electronic transmission thereof constitutes an offer to buy or a
solicitation of an offer to sell Notes (and tenders of Notes in the
Offer will not be accepted from Holders) in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer and any Dealer
Manager or any of their respective affiliates is such a licensed
broker or dealer in any such jurisdiction, the Offer shall be
deemed to be made by such Dealer Manager or such affiliate, as the
case may be, on behalf of the Offeror in such jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities and the minimum denomination of the New Notes will be
GBP100,000.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to any U.S. person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a U.S. Person)).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States or to any U.S. Person. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offer are not being, and must not be,
directly or indirectly mailed or otherwise transmitted, distributed
or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to any
persons located or resident in the United States or to any U.S.
Person, and the Notes cannot be tendered in the Offer by any use,
means, instrumentality or facility from or within or by persons
located or resident in the United States or by any U.S. Person. Any
purported tender of Notes in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by a person located in the
United States, a U.S. Person, by any person acting for the account
or benefit of a U.S. Person or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States will be invalid
and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
Persons. Securities may not be offered, sold or delivered in the
United States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New Notes
have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the
United States and may not be offered, sold or delivered, directly
or indirectly, within the United States or to, or for the account
or benefit of, U.S. Persons.
Each Holder participating in the Offer will represent that it is
not a U.S. Person and it is not located in the United States and it
is not participating in the Offer from the United States, or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the
Offer from the United States and who is not a U.S. Person. For the
purposes of this and the above two paragraphs, United States means
the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made and such documents and/or materials have
not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly , this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offer are not
being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the Financial Promotion Order)), persons who are
within Article 43 of the Financial Promotion Order (which includes
an existing creditor of the Offeror and, therefore, includes the
Holders) or any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer has been or will be submitted to the clearance procedures of
the Commissione Nazionale per le Società e la Borsa (CONSOB)
pursuant to Italian laws and regulations. The Offer is being
carried out in the Republic of Italy (Italy) as an exempted offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the Financial
Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended. Holders or beneficial owners
of the Notes that are located in Italy may tender some or all of
their Notes in the Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018 , as
amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other
Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offer.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France (France). This announcement, the
Tender Offer Memorandum and any other document or material relating
to the Offer have only been and shall only be distributed in France
to qualified investors as defined in Article 2(e) of Regulation
(EU) 2017/1129. Neither this announcement nor the Tender Offer
Memorandum has been or will be submitted for clearance to nor
approved by the Autorité des Marchés Financiers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENGPUWWBUPGURC
(END) Dow Jones Newswires
September 14, 2021 04:34 ET (08:34 GMT)
Bupa Fin.bds (LSE:BUPF)
Gráfico Histórico do Ativo
De Fev 2025 até Mar 2025
Bupa Fin.bds (LSE:BUPF)
Gráfico Histórico do Ativo
De Mar 2024 até Mar 2025
