TIDM94JK
RNS Number : 1851T
Imperial Brands Finance PLC
20 July 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING 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").
July 20, 2022
Imperial Brands Finance PLC (formerly known as Imperial Tobacco
Finance PLC) announces cash tender offer for any and all of its
outstanding U.S.$1,000,000,000 3.500% Notes due 2023
Imperial Brands Finance PLC (the "Offeror") announces today an
offer to purchase any and all of its outstanding U.S.$1,000,000,000
3.500% Notes due 2023 (the "Securities"), issued by the Offeror and
guaranteed by Imperial Brands PLC (formerly known as Imperial
Tobacco Group PLC, the "Parent Guarantor", and, together with its
subsidiaries, the "Group") and Imperial Tobacco Limited (together
with the Parent Guarantor, the "Guarantors"), for cash (the
"Offer"). The terms and conditions of the Offer are described in an
offer to purchase dated July 20, 2022 (the "Offer to Purchase").
Capitalized terms not otherwise defined in this announcement have
the same meaning as assigned to them in the Offer to Purchase.
Holders are advised to read carefully the Offer to Purchase for
full details of, and information on the procedures for
participating in, the Offer.
The following table sets forth certain information relating to
pricing for the Offer.
Title of Security CUSIP / ISIN Outstanding Purchase Price Amount subject
Principal Amount (per U.S.$1,000) to the Offer
3.500% Senior Rule 144A: 453140AB1 U.S.$1,000,000,000 U.S.$1,000.50 Any and all
Notes due 2023 / US453140AB17
Regulation S:
G4721VBL7 /
USG4721VBL74
--------------------- ------------------- ------------------ ---------------
Purpose of the Offer
The Offeror is making the Offer as part of a refinancing of
certain of its existing debt. The Offer, together with the proposed
concurrent offering of one or more series of debt securities, is
intended to extend the Offeror's debt maturity profile. Securities
purchased in the Offer will be retired and cancelled.
The Offer
The Offeror will pay a purchase price of U.S.$1,000.50 (the
"Purchase Price") per U.S.$1,000 principal amount of Securities
validly tendered and not validly withdrawn prior to the Expiration
Deadline (including those validly tendered in accordance with the
Guaranteed Delivery Procedures) and accepted for purchase pursuant
to the Offer.
In addition to the payment of the Purchase Price, each Holder
whose Securities are validly tendered and delivered (and not
validly withdrawn) (including those validly tendered in accordance
with the Guaranteed Delivery Procedures) and accepted for purchase
will also be paid Accrued Interest equal to interest accrued and
unpaid on the Securities from (and including) the immediately
preceding interest payment date for the Securities to (but
excluding) the Settlement Date.
Accrued Interest will cease to accrue on the Settlement Date,
and (in the case of Securities for which the Guaranteed Delivery
Procedures are used) no additional accrued interest will be paid in
respect of the period from the Settlement Date to the Guaranteed
Delivery Settlement Date.
The Purchase Price and the Accrued Interest for the Securities
validly tendered (and not validly withdrawn) in the Offer will be
paid on the Settlement Date or the Guaranteed Delivery Settlement
Date, as applicable (subject to any postponement of the applicable
Settlement Date or the Guaranteed Delivery Settlement Date, as
applicable, as described in the Offer to Purchase).
Conditions of the Offer
The Offer is not conditioned on any minimum amount of Securities
being tendered.
The Offeror's obligation to accept and pay for Securities in the
Offer is, however, subject to the satisfaction or waiver of the
conditions described in "Terms and Conditions of the
Offer-Conditions of the Offer" of the Offer to Purchase, including
the condition that the Offeror shall have completed prior to the
Expiration Deadline an offering of one or more series of debt
securities, on terms and subject to conditions satisfactory to the
Offeror in its sole discretion (collectively, the "Financing
Condition"), contained in the Offer to Purchase. Subject to
applicable securities laws and the terms and conditions set forth
in the Offer to Purchase, the Offeror reserves the right, with
respect to the Offer made by it, (i) to waive or modify in whole or
in part any and all conditions to the Offer, (ii) to extend the
Withdrawal Deadline or the Expiration Deadline, (iii) to modify or
terminate the Offer or (iv) to otherwise amend the Offer in any
respect.
Announcements in connection with the Offer will be made by the
delivery of a press release to a widely disseminated news or wire
service. Copies of all announcements, notices and press releases
will be available from the Information & Depositary Agent. All
documentation relating to the Offer, together with any updates,
will also be available on the Offer website (
https://www.gbsc-usa.com/imperial/ ) operated by the Information
& Depositary Agent for the purpose of the Offer.
A tender of Securities for purchase pursuant to the Offer should
be made by the submission of a valid Tender Instruction. If any
Holder wishes to tender its Securities but such Holder cannot
comply with the procedures for the submission of a valid Tender
Instruction prior to the Expiration Deadline, such Holder may
tender its Securities according to the Guaranteed Delivery
Procedures, as set out in the Offer to Purchase.
Indicative timetable
The following timetable sets out the expected dates and times of
the key events relating to the Offer. This is an indicative
timetable and is subject to change.
Indicative Timeline (New York City time)
Date Calendar Date Event
and Time
Commencement July 20, 2022 Offer to Purchase available from the
Date Information & Depositary Agent and on
the Offer website.
Offer announced through a press release
to a recognized financial news service
in the manner described under "Terms
and Conditions of the Offer-Announcements"
in the Offer to Purchase.
-------------- -----------------------------------------------
Expiration Deadline 5:00 p.m., on The last time and date for Holders to
July 26, 2022 submit Tender Instructions (or, where
applicable, Notices of Guaranteed Delivery)
in order to be able to participate in
the Offer and to be eligible to receive
the Purchase Price and Accrued Interest
on the Settlement Date or the Guaranteed
Delivery Settlement Date, as applicable.
-------------- -----------------------------------------------
Withdrawal Deadline 5:00 p.m., on Deadline for Holders to properly withdraw
July 26, 2022 tenders of their Securities (or, where
applicable, Notices of Guaranteed Delivery).
If a tender of Securities (or, where
applicable, a Notice of Guaranteed Delivery)
is properly withdrawn, the Holder will
not receive any consideration on the
Settlement Date or the Guaranteed Delivery
Settlement Date, as applicable (unless
that Holder validly re-tenders such Securities
at or prior to the Expiration Deadline
and the Securities are accepted by the
Offeror).
-------------- -----------------------------------------------
Announcement July 27, 2022 The Offeror expects to announce the aggregate
of Results of principal amount of Securities to be
the Offer accepted for purchase pursuant to the
Offer (assuming that Securities tendered
in accordance with the Guaranteed Delivery
Procedures are validly delivered by the
Guaranteed Delivery Deadline).
-------------- -----------------------------------------------
Settlement Date Expected to be Settlement Date for Securities validly
July 27, 2022 tendered and accepted for purchase by
the Offeror, other than in the case of
Securities validly tendered pursuant
to the Guaranteed Delivery Procedures.
Payment of the Purchase Price and any
Accrued Interest in respect of any such
Securities.
-------------- -----------------------------------------------
Guaranteed Delivery 5:00 p.m., on The last time and date for Holders to
Deadline July 28, 2022 validly deliver Securities in respect
of which a Notice of Guaranteed Delivery
was delivered at or prior to the Expiration
Deadline.
-------------- -----------------------------------------------
Guaranteed Delivery Expected to be Guaranteed Delivery Settlement Date for
Settlement Date July 29, 2022 Securities validly tendered and accepted
for purchase by the Offeror pursuant
to the Guaranteed Delivery Procedures.
Payment of the Purchase Price and any
Accrued Interest in respect of any such
Securities.
-------------- -----------------------------------------------
The above dates and times are subject, where applicable, to the
right of the Offeror to extend, re-open, amend, and/or terminate
the Offer, subject to applicable securities laws and the terms set
within the Offer to Purchase. Holders of Securities are advised to
check with any bank, securities broker or other intermediary
through which they hold Securities when such intermediary would
require to receive instructions to participate in, or withdraw
their instruction to participate in, the Offer before the deadlines
set out above.
Holders of Securities are advised to read carefully the Offer to
Purchase for full details of and information on the procedures for
participating in the Offer.
Further information
Holders of Securities may access the Offer to Purchase and the
form of Notice of Guaranteed Delivery at
https://www.gbsc-usa.com/imperial/ .
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers:
Questions and requests for assistance in connection with the
tender of Securities including requests for a copy of the Offer to
Purchase may be directed to:
Dealer Managers
Merrill Lynch International Mizuho Securities USA LLC
2 King Edward Street 1271 Avenue of the Americas
London EC1A 1HQ New York, NY 10020
United Kingdom United States of America
Attention: Liability Management Attention: Liability Management
Group Telephone (Europe): +44 207
Telephone (Europe): +44 207 090 6134
996 5420 Telephone (U.S. Toll Free):
Telephone (U.S. Toll Free): +1 (866) 271-7403
+1 (888) 292-0070 Telephone (U.S.): +1 (212) 205-7736
Telephone (U.S.): +1 (980) 387-3907 Email: FI-DCM-LiabilityManagement@mizuhogroup.com
Email: DG.LM-EMEA@bofa.com
---------------------------------------------------
Information Agent:
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Attention: Corporate Actions
Bankers and Brokers call: +1 (212) 430-3774
Toll free: +1 (855) 654-2015
Website: https://www.gbsc-usa.com/imperial/
Depositary Agent:
Global Bondholder Services Corporation
By facsimile (For Eligible Institutions only): +1 (212) 430-3775/3779
Confirmation: +1 (212) 430-3774
Email: contact@gbsc-usa.com
NOTICE AND DISCLAIMER
This press release is neither an offer to purchase, nor a
solicitation of an offer to sell the Securities or any other
securities. The Offeror is making the Offer only by, and pursuant
to, the terms of the Offer to Purchase. The Offer is not being made
in any jurisdiction in which the making of or acceptance thereof
would not be in compliance with the securities laws, blue sky laws
or other laws of such jurisdiction. None of the Offeror, the Dealer
Managers or the Information & Depositary Agent is making any
recommendation as to whether Holders should tender or refrain from
tendering their Securities in response to the Offer or how much
they should tender. Each Holder must make his, her or its own
decision as to whether to tender or refrain from tendering
Securities and, if a Holder determines to tender, as to how many
Securities to tender.
This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase 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 the Offer to Purchase or the action it
should take, it is recommended to seek its own legal, accounting
and financial advice, including in respect of any tax consequences,
from its broker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser. Any individual or
company whose Securities are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must
contact such entity if it wishes to tender such Securities pursuant
to the Offer.
UK MARKET ABUSE REGULATION
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 Article 2
of the binding technical standards published by the Financial
Conduct Authority in relation to MAR as regards Commission
Implementing Regulation (EU) 2016/1055 , this announcement is made
by Matthew Slade, Director of the Offeror.
FORWARD-LOOKING INFORMATION
This announcement contains certain forward-looking statements
that reflect the Offeror's intent, beliefs or current expectations
about the future and can be recognized by the use of words such as
"expects," "will," "anticipate," or words of similar meaning. These
forward-looking statements are not guarantees of any future
performance and are necessarily estimates reflecting the best
judgment of the senior management of the Offeror and involve a
number of risks and uncertainties that could cause actual results
to differ materially from those suggested by the forward-looking
statements. As a consequence, these forward-looking statements
should be considered in light of various important factors that
could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements, which
include, without limitation, the risk factors set forth in the
Offer to Purchase. The Offeror cannot guarantee that any
forward-looking statement will be realized, although they believe
they have been prudent in their respective plans and assumptions.
Achievement of future results is subject to risks, uncertainties
and assumptions that may prove to be inaccurate. Should known or
unknown risks or uncertainties materialize, or should underlying
assumptions prove inaccurate, actual results could vary materially
from those anticipated, estimated or projected. The Offeror
undertakes no obligation to update publicly or release any
revisions to these forward-looking statements to reflect events or
circumstances or to reflect the occurrence of unanticipated events,
except as required by applicable law.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an
offer or 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 offer or invitation or for there to be such
participation under applicable laws. The distribution of this
announcement and the Offer to Purchase in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement or the Offer to Purchase comes are required by each of
the Offeror, the Dealer Managers and the Information &
Depositary Agent to inform themselves about and to observe any such
restrictions.
United Kingdom
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Offer are 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, such
documents and/or materials are not being distributed to, and must
not be passed on to, persons in the United Kingdom other than (i)
to those persons in the United Kingdom falling within the
definition of investment professionals (as defined by Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 ("Financial Promotion Order")), (ii) to those
persons falling within Article 43(2) of the Financial Promotion
Order, or (iii) to any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
EEA
In the EEA, the Offer will not, directly or indirectly, be made
to, or for the account of, any person other than to qualified
investors within the meaning of Article 2(e) of the Prospectus
Regulation. None of this announcement, the Offer to Purchase nor
any other documentation or material relating to the Offer has been
or will be submitted to a competent authority in the EEA for
approval. Therefore, none of this announcement, the Offer to
Purchase nor any other documentation or material relating to the
Offer qualifies as an approved prospectus as meant in Article 6 of
the Prospectus Regulation.
With regard to the EEA, this announcement and the Offer to
Purchase have been transmitted only for personal use by the
aforementioned qualified investors and only for the purpose of the
Offer. Accordingly, the information contained in this announcement
and the Offer to Purchase may not be used for any other purpose or
be transmitted to any other person in the EEA.
Belgium
None of this announcement, the Offer to Purchase nor any other
documents or materials relating to the Offer have been submitted to
or will be submitted for approval or recognition to the Financial
Services and Markets Authority (Autorité des services et marchés
financiers / Autoriteit voor financiële diensten en markten) and,
accordingly, the Offer may not be made in Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law
of April 1, 2007 on public takeover bids as amended or replaced
from time to time. Accordingly, the Offer may not be advertised and
the Offer will not be extended, and none of this announcement, the
Offer to Purchase nor any other documents or materials relating to
the Offer (including any memorandum, information circular, brochure
or any similar documents) have 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 2(e) of the
Prospectus Regulation, acting on their own account. This
announcement and the Offer to Purchase have been issued only for
the personal use of the above qualified investors and exclusively
for the purpose of the Offer. Accordingly, the information
contained in this announcement and the Offer to Purchase may not be
used for any other purpose or disclosed to any other person in
Belgium.
France
This announcement, the Offer to Purchase and any other documents
or offering materials relating to the Offer may not be distributed
in the Republic of France except to qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of the
Prospectus Regulation. This announcement and the Offer to Purchase
have not been and will not be submitted for clearance to the
Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Offer to Purchase or
any other documents or materials relating to the Offer has been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB"), pursuant to
applicable 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 February 24, 1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended (the "Issuers' Regulation").
The Offer is also being carried out in compliance with article
35-bis, paragraph 7 of the Issuers' Regulation. Holders or
beneficial owners of the Securities that are located in Italy can
tender the Securities through authorized 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 February 15, 2018, as
amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
General
The Offer does not constitute an offer to buy or the
solicitation of an offer to sell Securities in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities or other laws require the Offer
to be made by a licensed broker or dealer and any of the Dealer
Managers or, where the context so requires, any of their respective
affiliates is such a licensed broker or dealer in that
jurisdiction, the Offer shall be deemed to be made on behalf of the
Offeror by such Dealer Manager or affiliate (as the case may be) in
such jurisdiction.
Each Holder participating in the Offer will be deemed to give
certain representations in respect of the jurisdictions referred to
above and generally as set out in "Procedures for Participating in
the Offer" in the Offer to Purchase. Any tender of Securities for
purchase pursuant to the Offer from a Holder that is unable to make
these representations may be rejected. Each of the Offeror, the
Guarantors, the Dealer Managers and the Information &
Depositary Agent reserves the right, in their absolute discretion,
to investigate, in relation to any tender of Securities for
purchase pursuant to an Offer, whether any such representation
given by a Holder is correct and, if such investigation is
undertaken and as a result the Offeror determines (for any reason)
that such representation is not correct, such tender may be
rejected.
Please see the Offer to Purchase for certain other important
information on offer restrictions applicable to the Tender
Offer.
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END
TENUROORUSUBUAR
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