TIDM10AI
RNS Number : 0969F
Principality Building Society
05 July 2023
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 UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (the EUWA).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS 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 AND THE DISTRICT OF COLUMBIA) (THE UNITED STATES)
OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE SECURITIES ACT)) OR IN
OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH
OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW).
PRINCIPALITY BUILDING SOCIETY ANNOUNCES MAXIMUM ACCEPTANCE
AMOUNT FOR ITS CASH TER OFFER
5 July 2023. Further to its announcement dated 3 July 2023,
Principality Building Society (the Offeror) announces today the
Maximum Acceptance Amount for the purposes of its invitation to
holders of its outstanding GBP300,000,000 2.375 per cent. Notes due
23 November 2023 (ISIN: XS1722899165) (the Notes) to tender their
Notes for purchase by the Offeror for cash subject to the
satisfaction (or waiver) of the New Issue Condition (as defined
below) and the other conditions described in the Tender Offer
Memorandum (as defined below) (such invitation, the Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 3 July
2023 (the Tender Offer Memorandum) prepared by the Offeror in
connection with the Offer, and is subject to the offer restrictions
set out below and as more fully described in the Tender Offer
Memorandum. Capitalised terms used but not otherwise defined in
this announcement shall have the meanings given to them in the
Tender Offer Memorandum.
Noteholders are advised to read carefully the Tender Offer
Memorandum - including the section "Risk Factors and other
Considerations" - for full details of, and information on the
procedures for participating in, the Offer.
Pricing of the New Notes and New Issue Condition
The Offeror has today priced an issue of a new series of
sterling-denominated fixed rate senior non-preferred notes (the New
Notes).
The Offeror has agreed to issue GBP300,000,000 in aggregate
nominal amount of the New Notes.
The Offeror's purchase of 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.
Maximum Acceptance Amount
Following the pricing of the New Notes, the Maximum Acceptance
Amount (which is the maximum aggregate nominal amount of Notes the
Offeror proposes to accept for purchase pursuant to the Offer) has
been set at GBP300,000,000. Accordingly, if the Offeror decides to
accept any Notes validly tendered for purchase pursuant to the
Offer, it currently intends to accept all Notes which are so
validly tendered (although the Offeror reserves the right, in its
sole discretion, to accept significantly less than such amount, or
to accept none of such Notes, for purchase pursuant to the Offer,
as further described in the Tender Offer Memorandum). The final
aggregate nominal amount of Notes (if any) accepted by the Offeror
for purchase pursuant to the Offer (being the Final Acceptance
Amount) is expected to be announced on 11 July 2023.
General
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the Prospectus
dated 26 April 2023 prepared by the Offeror in connection with its
GBP1,000,000,000 (excluding Deposit Notes) Euro Medium Term Note
Programme (including any amendment or supplement thereto, the
Prospectus) and the final terms document to be prepared by the
Offeror in connection with the issue and listing of the New Notes
(the Final Terms), and no reliance is to be placed on any
representations other than those contained in the Prospectus and
the Final Terms.
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
Noteholder and the selling restrictions set out in the Prospectus).
It is the sole responsibility of each Noteholder 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 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.
Compliance information for the New Notes: UK MiFIR
professionals/ECPs-only/No UK/EU PRIIPS KID - eligible
counterparties and professional clients only (all distribution
channels). No sales to UK or EEA retail investors; no key
information document in respect of the UK or EEA has been or will
be prepared.
See the Prospectus 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.
For detailed terms of the Offer please refer to the Tender Offer
Memorandum which (subject to distribution restrictions) can be
obtained from the Tender Agent referred to below.
Barclays Bank PLC (Telephone: +44 (0) 20 3134 8515; Attention:
Liability Management Group; Email: eu.lm@barclays.com ), BNP
Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability
Management Group; Email: liability.management@bnpparibas.com ) and
Lloyds Bank Corporate Markets plc (Telephone: +44 (0) 207 158 1726
/ 3939; Attention: Liability Management Group; Email:
LBCMLiabilityManagement@lloydsbanking.com ) are acting as Joint
Dealer Managers for the Offer.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Jacek Kusion; Email: principality@is.kroll.com ; Offer
Website: https://deals.is.kroll.com/principality ) is acting as
Tender Agent for the Offer.
---
MARKET ABUSE REGULATION: This announcement is released by
Principality Building Society 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 party of United Kingdom 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 Iain Mansfield,
Chief Financial Officer of Principality Building Society.
Legal Entity Identifier (LEI) of Principality Building Society:
2138003CSNVJEPFZ3U52
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 Noteholder is in any doubt as to the contents of the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial and legal advice, including as to any tax
consequences, 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, nominee or other
intermediary must contact such entity if it wishes to tender such
Notes pursuant to the Offer. None of the Offeror, the Joint Dealer
Managers or the Tender Agent nor any of their respective affiliates
or controlling persons nor any director, officer, employee, agent
or representative of any of the foregoing makes any recommendation
as to whether Noteholders should tender Notes pursuant to the
Offer. None of the Offeror, the Joint Dealer Managers or the Tender
Agent (nor their respective affiliates or controlling persons nor
any director, officer, employee, agent or representative of any of
the foregoing) is providing Noteholders with any legal, business,
tax or other advice in this announcement. Noteholders 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
General : Neither this announcement nor the Tender Offer
Memorandum constitutes 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 securities laws. The
distribution of this announcement and/or the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum come(s) are required by each of the Offeror, the
Joint Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions. Nothing in this
announcement or the Tender Offer Memorandum constitutes (i) an
offer to buy or a solicitation of an offer to sell the Notes (and
tenders of Notes in the Offer will not be accepted from any
Noteholders) in any circumstances in which such offer or
solicitation is unlawful or (ii) an offer to sell or a solicitation
of an offer to buy the New Notes. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and any of the Joint Dealer Managers or
any of the Joint Dealer Managers' respective affiliates is such a
licensed broker or dealer in such jurisdiction, the Offer shall be
deemed to be made by such Joint 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 mail 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. Accordingly,
copies of this announcement and 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, to any person located or resident in the United
States or to any U.S. Person, and the Notes cannot be tendered in
the Offer by any such use, means, instrumentality or facility or
from within the United States or by any person located or resident
in the United States or by, or by any person acting for the account
or benefit of, a 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 any person located in the United States or any agent, fiduciary
or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States or by
or on behalf of any U.S. Person or by use of such mails or any such
means, instrumentality or facility 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. Notes 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 Noteholder participating in the Offer will represent that
it is not a U.S. Person and is not located in the United States and
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.
Italy : None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
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. 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. Accordingly, Noteholders or beneficial owners
of the Notes that are located in Italy can tender Notes for
purchase pursuant to 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.
The New Notes will not be offered, sold or otherwise made
available to any investor in Italy.
United Kingdom : This announcement and the Tender Offer
Memorandum have been issued by Principality Building Society of
Principality House, The Friary, Cardiff CF10 3FA, United Kingdom
which is authorised by the Prudential Regulation Authority (the
PRA) of 20 Moorgate, London EC2R 6DA, United Kingdom and regulated
by the Financial Conduct Authority (the FCA) of 12 Endeavour
Square, London E20 1JN, United Kingdom and the PRA. This
announcement and the Tender Offer Memorandum are only addressed to
Noteholders where they would (if they were clients of the Offeror)
be per se professional clients or per se eligible counterparties of
the Offeror within the meaning of the FCA rules. This announcement
and the Tender Offer Memorandum are not addressed to or directed at
any persons who would be retail clients within the meaning of the
FCA rules and any such persons should not act or rely on them.
Recipients of this announcement and the Tender Offer Memorandum
should note that the Offeror is acting on its own account in
relation to the Offer and will not be responsible to any other
person for providing the protections which would be afforded to
clients of the Offeror or for providing advice in relation to the
Offer.
In addition, 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)) or within Article
43 of the Financial Promotion Order, or to any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order.
Belgium : The Offer is not being made, and will not be made or
advertised, directly or indirectly, to any individual in Belgium
qualifying as a consumer within the meaning of Article I.1 of the
Belgian Code of Economic Law, as amended from time to time (a
Belgian Consumer) and none of this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer have been distributed, nor will they be distributed, directly
or indirectly, in Belgium to Belgian Consumers.
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 submitted,
nor will they be submitted, for clearance to or approved by the
Autorité des Marchés Financiers.
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END
TENNKPBDPBKDAOK
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July 05, 2023 11:19 ET (15:19 GMT)
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