TIDM75TW
RNS Number : 3540U
Annington Funding PLC
01 August 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIES OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 as it forms part of domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018, as amended.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF THE ISSUER. NOT FOR DISTRIBUTION IN OR INTO
THE UNITED STATES OR OTHERWISE THAN TO PERSONS WHOM IT CAN BE
LAWFULLY DISTRIBUTED. PLEASE SEE THE IMPORTANT NOTICE AT THE OF
THIS ANNOUNCEMENT.
Annington Funding plc
(the Issuer and the Offeror)
1 August 2022
Pricing Announcement and Update on Tender Offer
Successful pricing of GBP400,000,000 4.750 per cent. fixed rate
notes due 2033 under the Programme (as defined below)
The Issuer announces that on 29 July 2022 it priced an offering
of GBP400,000,000 4.750 per cent. fixed rate notes due 2033 (the
Notes) to be issued by the Issuer under the GBP5,000,000,000 Euro
Medium Term Note Programme (the Programme) , most recently updated
on 27 July 2022 and guaranteed on a joint and several basis by
Annington Limited, Annington Homes Limited and Annington Property
Limited (the Guarantors). The issuance is expected to close on 9
August 2022.
The Issuer intends to use the proceeds of the issuance of the
Notes for the purpose of funding the tender offers launched by the
Issuer on 28 July 2022 (the Tender Offer ) to the holders of its
EUR600,000,000 1.650 per cent. Notes due 12 July 2024 and its
GBP625,000,000 2.646 per cent. Notes due 12 July 2025 (together the
Tender Offer Notes ) to tender their Tender Offer Notes for
purchase by the Issuer, as well as for its general corporate
purposes including transaction costs and expenses.
Update on Tender Offer
Following the successful pricing of the Notes, the Offeror
hereby announces that it intends to increase the target aggregate
principal amount of Tender Offer Notes from GBP300,000,000 (or the
Euro Equivalent) to GBP400,000,000 (or the Euro Equivalent) across
all Series of Tender Offer Notes, subject to increase or decrease
at the Offeror's sole and absolute discretion, in accordance with
the terms and conditions set out in the tender offer memorandum
dated 28 July 2022 prepared by the Offeror and the Guarantors in
connection with the Tender Offer (the Tender Offer Memorandum).
Unless otherwise defined, capitalised terms have the meaning
given to them in the Tender Offer Memorandum.
Further information:
Investor Relations: Stephen Leung
Chief Financial Officer
+ 44 (0)20 7960 7500
Media: AndyMartin@annington.co.uk Annington@brunswickgroup.com
Important Notice:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN THE UNITED STATES OF AMERICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO
PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR IN ANY
OTHER JURISDICTION. IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY
LAW AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER
INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT
AND OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
ANY SUCH JURISDICTION.
THE SECURITIES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, UNLESS
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT IS AVAILABLE AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. NO PUBLIC OFFERING OF THE
SECURITIES WILL BE MADE IN THE UNITED STATES OR IN ANY OTHER
JURISDICTION WHERE SUCH AN OFFERING IS RESTRICTED OR
PROHIBITED.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO
UNDERWRITE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES NOR IS IT INTED TO BE AN INDUCEMENT TO ENGAGE IN
INVESTMENT ACTIVITY FOR THE PURPOSE OF SECTION 21 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM, AS AMED (THE
"FSMA"). THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE UK
FINANCIAL CONDUCT AUTHORITY. THIS ANNOUNCEMENT IS NOT BEING
DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN
THE UNITED KINGDOM. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS
WHO (I) ARE OUTSIDE THE UNITED KINGDOM OR (II) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (III) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC") OF THE ORDER OR (IV) TO WHOM THIS
ANNOUNCEMENT MAY OTHERWISE BE DIRECTED WITHOUT CONTRAVENTION OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
COMMUNICATION IS NOT INTED FOR DISTRIBUTION TO AND MUST NOT BE
PASSED ON TO ANY RETAIL CLIENT.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS
- THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT ARE NOT INTED 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 DIRECTIVE
2014/65/EU (AS AMED, "MIFID II"); OR (II) A CUSTOMER WITHIN THE
MEANING OF DIRECTIVE 2016/97/ EU (THE "INSURANCE DISTRIBUTION
DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A
PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF
MIFID II. CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY
REGULATION (EU) NO 1286/2014 (AS AMED, THE "PRIIPS REGULATION") FOR
OFFERING OR SELLING THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT
OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA
HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE SECURITIES
DESCRIBED IN THIS ANNOUNCEMENT OR OTHERWISE MAKING THEM AVAILABLE
TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS
REGULATION.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - THE SECURITIES
DESCRIBED IN THIS ANNOUNCEMENT ARE NOT INTED 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 UNITED
KINGDOM ("UK"). FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A
PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT, AS DEFINED IN
POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS
PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("EUWA"); OR (II) A CUSTOMER WITHIN THE MEANING OF THE
PROVISIONS OF THE FSMA AND ANY RULES OR REGULATIONS MADE UNDER THE
FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD
NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF
ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUWA. CONSEQUENTLY NO KEY INFORMATION
DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART
OF DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK PRIIPS REGULATION")
FOR OFFERING OR SELLING THE SECURITIES DESCRIBED IN THIS
ANNOUNCEMENT OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS
IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE
SECURITIES DESCRIBED IN THIS ANNOUNCEMENT OR OTHERWISE MAKING THEM
AVAILABLE TO ANY RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER
THE UK PRIIPS REGULATION.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS
ONLY TARGET MARKET - THERE ARE NO MANUFACTURERS FOR THE PURPOSES OF
MIFID II. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMING
THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT (A "DISTRIBUTOR")
SHOULD CONSIDER (I) THE TARGET MARKET FOR THE SECURITIES TO BE
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS
DEFINED IN MIFID II; AND (II) ALL DISTRIBUTION OF THE NOTES TO
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS TO BE APPROPRIATE.
HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR
UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE
NOTES (BY EITHER ADOPTING OR REFINING THE TARGET MARKET) AND
DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS
ONLY TARGET MARKET - SOLELY FOR THE PURPOSES OF EACH MANUFACTURER'S
PRODUCT APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT
OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT HAS LED TO THE
CONCLUSION THAT: (I) THE TARGET MARKET FOR THE SECURITIES DESCRIBED
IN THIS ANNOUNCEMENT IS ONLY ELIGIBLE COUNTERPARTIES, AS DEFINED IN
THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK, AND PROFESSIONAL
CLIENTS, AS DEFINED IN REGULATION (EU) NO 600/2014 AS IT FORMS PART
OF DOMESTIC LAW BY VIRTUE OF THE EUWA; AND (II) ALL CHANNELS FOR
DISTRIBUTION OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT TO
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE.
ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE
SECURITIES DESCRIBED IN THIS ANNOUNCEMENT (A "DISTRIBUTOR") SHOULD
TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET MARKET
ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO THE FCA HANDBOOK
PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS
RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN
RESPECT OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT (BY EITHER
ADOPTING OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT)
AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF PROSPECTUS REGULATION (EU)
2017/1129 IN SUCH MEMBER STATE, AND SUCH OTHER PERSONS AS THIS
DOCUMENT MAY BE ADDRESSED ON LEGAL GROUNDS, AND NO PERSON THAT IS
NOT A RELEVANT PERSON OR QUALIFIED INVESTOR MAY ACT OR RELY ON THIS
DOCUMENT OR ANY OF ITS CONTENTS.
IN CONNECTION WITH SECTION 309(B)(1) OF THE SECURITIES AND
FUTURES ACT 2001 (2020 REVISED EDITION) OF SINGAPORE, AS AMENDED OR
MODIFIED FROM TIME TO TIME (THE "SFA"), THE ISSUER HAS DETERMINED,
AND HEREBY NOTIFIES ALL RELEVANT PERSONS (AS DEFINED IN SECTION
309A(1) OF THE SFA) THAT THE SECURITIES TO WHICH THIS ANNOUNCEMENT
RELATES ARE CLASSIFIED AS PRESCRIBED CAPITAL MARKETS PRODUCTS (AS
DEFINED IN THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS)
REGULATIONS 2018 OF SINGAPORE) AND EXCLUDED INVESTMENT PRODUCTS (AS
DEFINED IN MAS NOTICE SFA 04-N12: NOTICE ON THE SALE OF INVESTMENT
PRODUCTS AND MAS NOTICE FAA-N16).
IN THE UK, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF PROSPECTUS REGULATION
(EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE
EUWA IN THE UK, AND SUCH OTHER PERSONS AS THIS DOCUMENT MAY BE
ADDRESSED ON LEGAL GROUNDS, AND NO PERSON THAT IS NOT A RELEVANT
PERSON OR QUALIFIED INVESTOR MAY ACT OR RELY ON THIS DOCUMENT OR
ANY OF ITS CONTENTS.
NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A
PUBLIC OFFERING OF ANY SECURITIES DESCRIBED HEREIN IN ANY
JURISDICTION IN WHICH ACTION FOR THAT PURPOSE IS REQUIRED. NO
OFFERS, SALES, RESALES OR DELIVERY OF ANY SECURITIES DESCRIBED
HEREIN OR DISTRIBUTION OF ANY OFFERING MATERIAL RELATING TO ANY
SUCH SECURITIES MAY BE MADE IN OR FROM ANY JURISDICTION EXCEPT IN
CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE
LAWS AND REGULATIONS.
A RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES
AND MAY BE SUBJECT TO REVISION, SUSPENSION OR WITHDRAWAL AT ANY
TIME BY THE ASSIGNING RATING ORGANISATION. SIMILAR RATINGS FOR
DIFFERENT TYPES OF ISSUERS AND ON DIFFERENT TYPES OF SECURITIES DO
NOT NECESSARILY MEAN THE SAME THING. THE SIGNIFICANCE OF EACH
RATING SHOULD BE ANALYSED INDEPENDENTLY FROM ANY OTHER RATING.
MAR
This announcement is released by Annington Funding plc 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 domestic law of the
United Kingdom by virtue of the EUWA ("MAR"). For the purposes of
MAR this announcement is made by Stephen Leung, Director, on behalf
of Annington Funding plc.
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END
MSCFFFLVDEILVIF
(END) Dow Jones Newswires
August 01, 2022 02:00 ET (06:00 GMT)
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