TIDM31PE TIDMSBDB
RNS Number : 9729P
Canary Wharf Finance II PLC
02 April 2009
CANARY WHARF FINANCE II PLC ANNOUNCES AN INVITATION BY CANARY WHARF FINANCE
(INVESTMENTS) LIMITED FOR OFFERS TO SELL NOTES
NOT FOR DISTRIBUTION TO ANY UNITED STATES OR ITALIAN PERSON OR TO ANY PERSON
RESIDENT AND/OR LOCATED IN THE UNITED STATES OR ITALY
Canary Wharf Finance II plc (the "Issuer") hereby announces an invitation by
Canary Wharf Finance (Investments) Limited (the "Purchaser") to holders of its
GBP104,000,000 Class B3 Floating Rate First Mortgage Debentures due 2037 (the
"Class B3 Notes"), the GBP275,000,000 Class C2 Floating Rate First Mortgage
Debentures due 2037 (the "Class C2 Notes") and the GBP125,000,000 Class D2
Floating Rate First Mortgage Debentures due 2037 (the "Class D2 Notes" and,
together with the Class B3 Notes and the Class C2 Notes, the "Notes") to tender
their Notes for cash (the "Invitation"). The Invitation by the Purchaser to
holders of the Notes constitutes a separate Invitation with respect to each
Class of Notes.
In accordance with an auction procedure for each Class of Notes as described in
the invitation for offers dated 2 April 2009 (the "Invitation for Offers"), the
Purchaser proposes to accept for purchase Notes up to a maximum aggregate
principal amount of GBP40,000,000 of the Class B3 Notes, GBP100,000,000 of the
Class C2 Notes and GBP45,000,000 of the Class D2 Notes, (each a "Class
Invitation Amount") up to a maximum aggregate principal amount of GBP185,000,000
(the "Maximum Invitation Amount") across all Classes of Notes combined. The
Purchaser will determine the allocation of funds between each Class of Notes in
its sole discretion.
The Invitation is made on the terms and subject to the conditions contained in
the Invitation for Offers. Capitalised terms used in this announcement have the
meanings ascribed to them in the Invitation for Offers.
+--------------------+----------------+---------------+-------------+--------------+
|Description of the | Outstanding | ISIN/ | Minimum | Maximum |
| Notes | Principal | Common Code | Purchase | Purchase |
| | Amount | | Price | Price |
+--------------------+----------------+---------------+-------------+--------------+
| GBP104,000,000 |GBP104,000,000 |XS0295172075/ | GBP400 per | GBP500 per |
| Class B3 Floating | | 029517207 | GBP1,000 | GBP1,000 |
| Rate First | | | principal | principal |
| Mortgage | | | amount | amount |
| Debentures due | | | | |
| 2037 | | | | |
+--------------------+----------------+---------------+-------------+--------------+
| GBP275,000,000 |GBP275,000,000 |XS0295172406/ | GBP250 per | GBP350 per |
| Class C2 Floating | | 029517240 | GBP1,000 | GBP1,000 |
| Rate First | | | principal | principal |
| Mortgage | | | amount | amount |
| Debentures due | | | | |
| 2037 | | | | |
+--------------------+----------------+---------------+-------------+--------------+
| GBP125,000,000 |GBP125,000,000 |XS0295172745/ | GBP150 per | GBP250 per |
| Class D2 Floating | | 029517274 | GBP1,000 | GBP1,000 |
| Rate First | | | principal | principal |
| Mortgage | | | amount | amount |
| Debentures due | | | | |
| 2037 | | | | |
+--------------------+----------------+---------------+-------------+--------------+
Rationale for the Invitation
The Purchaser believes that at current market levels, the Notes represent an
attractive investment opportunity and is seeking to reduce the net cost of debt
for the Canary Wharf Group plc.
Auction Procedure and Determination of Actual Maximum Purchase Price and
Pro-ration Factors
The Purchaser is not committed to accept any tenders of the Notes. The Purchaser
will determine, in accordance with an auction procedure, the Actual Maximum
Purchase Price for each Class of Notes and the aggregate principal amount of
each Class of Notes to be purchased. The Purchaser will pay to each holder of
Notes whose tenders are accepted, the actual Offer Price specified by such
holder in its Offer, provided such Offer Price is equal to or less than the
relevant Actual Maximum Purchase Price, and will therefore not necessarily pay
the same price to all holders.
The Purchaser will accept Offers in the following order of priority: (i) all
duly submitted Offers for Notes of the relevant Class, if any, made below the
applicable Actual Maximum Purchase Price will be accepted first; and (ii) all
duly submitted Offers for Notes of the relevant Class with a price equal to the
applicable Actual Maximum Purchase Price will be accepted second, subject to
possible pro-ration. Each tender of Notes reduced on a pro rata basis will be
rounded down to the nearest GBP1,000 principal amount, provided that no Offer
shall be accepted in this manner where the acceptance of pro-rated Notes under
the Offer would result in a residual amount of Notes totalling less than the
applicable Minimum Denomination.
The Purchaser reserves the right, in its sole and absolute discretion, not to
accept any Offers, not to purchase Notes of any Class or to modify in any manner
any of the terms and conditions of the Invitation (including, but not limited
to, purchasing more than the Maximum Invitation Amount or the Class Invitation
Amount in respect of a Class, subject to applicable law).
Cash to be Received
Holders of Notes who submit a valid Offer (or Offers) at or less than the Actual
Maximum Purchase Price and whose Offer (or Offers) the Purchaser accepts will,
subject to any pro-ration, receive for each GBP1,000 principal amount of Notes
purchased (subject to the applicable Minimum Denomination):
+-------+----------------------------------------------------------------+
| ? | the Offer Price specified by the holder in its Offer(s); and |
+-------+----------------------------------------------------------------+
| ? | an amount in cash in pounds sterling equal to the Accrued |
| | Interest. |
+-------+----------------------------------------------------------------+
Participating in the Invitation
To tender Notes pursuant to the Invitation, a holder of Notes should deliver, or
arrange to have delivered on its behalf, through the relevant Clearing System
and in accordance with the requirements of such Clearing System, a valid
Electronic Offer Instruction that is received by the Tender Agent by the
Expiration Time.
Holders of Notes are advised to check with any bank, securities broker or other
intermediary through which they hold Notes whether such intermediary must
receive instructions to participate in the Invitation before the deadlines
specified in the timeline below.
Expected Transaction Timeline
+--------------+--------------+
| Date | Event |
| and | |
| time | |
| (all | |
| times | |
| London | |
| time) | |
+--------------+--------------+
| | |
+--------------+--------------+
| Thursday, | Launch |
| 2 April | Date |
| 2009 | Commencement |
| ("Launch | of the |
| Date") | Invitation |
| | and |
| | distribution |
| | of |
| | Invitation |
| | for Offers. |
+--------------+--------------+
| 4:00 | Expiration |
| p.m., | Time |
| London | Invitation |
| time, | expires |
| Wednesday, | unless the |
| 8 April | Purchaser |
| 2009 | extends it |
| ("Expiration | or |
| Time") | terminates |
| | it earlier |
| | in its |
| | sole |
| | discretion. |
+--------------+--------------+
| At or | Price |
| around | Announcement |
| 10:00 | Date |
| a.m., | The |
| London | Purchaser |
| time, | announces |
| Thursday, | whether it |
| 9 April | will accept |
| 2009, or | any Offers |
| as soon | at their |
| as | Offer Price, |
| practicable | and, if so, |
| thereafter | announces |
| ("Price | the weighted |
| Announcement | average |
| Date") | Offer Price |
| | of Notes of |
| | each Class |
| | which it |
| | will accept |
| | for |
| | purchase, |
| | together |
| | with a |
| | statement as |
| | to whether |
| | or not there |
| | will be |
| | pro-ration |
| | for any |
| | Class of |
| | Notes. |
| | The |
| | Purchaser |
| | also |
| | announces |
| | the |
| | aggregate |
| | principal |
| | amount of |
| | each Class |
| | of Notes |
| | accepted for |
| | purchase |
| | (which may |
| | be zero) and |
| | the |
| | aggregate |
| | principal |
| | amount of |
| | each Class |
| | of Notes |
| | remaining |
| | outstanding |
| | following |
| | the |
| | completion |
| | of the |
| | Invitation. |
+--------------+--------------+
| Wednesday, | Settlement |
| 15 April | Date |
| 2009 | The |
| (three | Purchaser |
| Business | pays the |
| Days after | Offer |
| the | Price at |
| Expiration | which each |
| Time), or | Offer was |
| as soon as | made by |
| practicable | each |
| thereafter | holder of |
| ("Settlement | Notes |
| Date") | being |
| | purchased |
| | of each |
| | Class of |
| | Notes, |
| | each at a |
| | price |
| | equal to |
| | or less |
| | than the |
| | Actual |
| | Maximum |
| | Purchase |
| | Price, |
| | plus |
| | Accrued |
| | Interest. |
+--------------+--------------+
For further information:
A complete description of the terms and conditions of the Invitation is set out
in the Invitation for Offers. Further details about the transaction can be
obtained from:
The Dealer Managers:
Morgan Stanley & Co. International plc
Tel: +44 (0) 20 7677 5040
Attn: Liability Management
Email: liabilitymanagementeurope@morganstanley.com
Lazard & Co., Limited
Tel: +44 (0) 20 7187 2549
Attn: Michael Grayer
Email: michael.grayer@lazard.com
The Tender Agent:
Deutsche Bank AG, London Branch
Tel: +44 (0) 20 7547 5000
Attn: Debt and Equity Restructuring Services
Email: xchange.offer@db.com
A copy of the Invitation for Offers is available to eligible persons upon
request from the Tender Agent.
The Dealer Managers do not take responsibility for the contents of this
announcement and none of the Issuer, Canary Wharf Group plc, the Dealer
Managers, the Tender Agent, or any of their respective directors, employees or
affiliates makes any representation or recommendation whatsoever regarding the
Invitation, or any recommendation as to whether holders of Notes should tender
Notes in the Invitation. This announcement must be read in conjunction with the
Invitation for Offers. No Invitation to acquire any Notes is being made pursuant
to this notice. Any such Invitation is only being made in the Invitation for
Offers and any such acquisition or acceptance of Offers should be made solely on
the basis of information contained in the Invitation for Offers. This
announcement and the Invitation for Offers contain important information, which
should be read carefully before any decision is made with respect to the
Invitation. If any holder of Notes is in any doubt as to the action it should
take, it is recommended to seek its own advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor, accountant or other
independent adviser.
Jurisdictional Restrictions
General
This announcement and the Invitation for Offers do not constitute an offer to
buy or a solicitation of an offer to sell any Notes, and offers of Notes will
not be accepted from holders of Notes, in any jurisdiction in which such offer
or solicitation is unlawful. In any jurisdiction where the securities or other
laws require the offer to be made by a licensed broker or dealer and the Dealer
Managers or any of their affiliates is such a licensed broker or dealer in such
jurisdictions, the Offer shall be deemed to be made on behalf of the Purchaser
in such jurisdictions by the Dealer Managers or affiliates (where it is so
licensed), as the case may be.
The distribution of the Invitation for Offers is restricted by law in certain
jurisdictions. Persons into whose possession this announcement comes are
required to inform themselves of and to observe all of these restrictions.
The Invitation does not constitute, and may not be used in connection with, an
offer to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction
in which such an offer or solicitation is not authorised or in which the person
making such an offer or solicitation is not qualified to do so or to any person
to whom it is unlawful to make an offer or a solicitation. The Purchaser does
not accept any responsibility for any violation by any person of the
restrictions applicable in any jurisdiction.
United States
The Invitation 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
(including, without limitation, facsimile transmission, telex, telephone, email
and other forms of electronic transmission) of interstate or foreign commerce
of, or any facility of a national securities exchange of, the United States, and
the Notes may not be tendered in the Invitation by any such use, means,
instrumentality or facility from or within the United States or by persons
located or resident in the United States. Accordingly, copies of this
announcement, the Invitation for Offers and any other documents or materials
relating to the invitation are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or forwarded in or into
the United States or to persons located or resident in the United States. Any
purported tender of Notes resulting directly or indirectly from a violation of
these restrictions will be invalid and tenders of Notes made by a 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 will not be accepted. For the purposes of this paragraph, "United
States" means the United States of America, its territories and possessions, any
state of the United States of America and the District of Columbia.
United Kingdom
The communication of this announcement and any other documents or materials
relating to the Invitation (including the Invitation for Offers) 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, such documents and/or materials are not being distributed to,
and must not be passed on to, the general public in the United Kingdom, and are
only for circulation to persons outside the United Kingdom or to persons within
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 (the "Order")) or within Article 49(2)(a) to
(d) of the Order, or to other persons to whom it may lawfully be communicated in
accordance with the Order.
Italy
The Invitation is not being made in the Republic of Italy ("Italy"). The
Invitation and the Invitation for Offers have not been submitted to the
clearance procedure of the Commissione Nazionale per le Societa e la Borsa
(CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of Notes
are notified that, to the extent holders of Notes are located or resident in
Italy, the Invitation is not available to them and they may not make Offers of
Notes and, as such, any Offers of Notes received from such persons shall be
ineffective and void, and neither this announcement, the Invitation for Offers
nor any other documents or materials relating to the Offer or the Notes may be
distributed or made available in Italy.
France
None of this announcement, the Invitation for Offers, nor any other offering
material or information relating to the Invitation, has been submitted for
clearance to the Autorité des Marchés Financiers and they may not be released,
issued, or distributed or caused to be released, issued, or distributed,
directly or indirectly, to the public in the French Republic, except to (i)
qualified investors (investisseurs qualifiés), as defined in Articles L. 411-2,
D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the Code
monétaire et financier or (ii) other persons referred to in Articles L.341-2 1º
and D.341-1 of the Code monétaire et financier.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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