TIDMHGG TIDM75AS
RNS Number : 4516C
Henderson Group plc
07 March 2011
HENDERSON UK FINANCE PLC ANNOUNCES EXCHANGE AND TENDER OFFERS
FOR THE GBP175,000,000 6.50 PER CENT. NOTES DUE 2012 ISSUED BY HGI
GROUP LIMITED (FORMERLY HENDERSON GROUP PLC)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON
OR IN OR INTO THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA OR TO ANY PERSON
LOCATED IN THE REPUBLIC OF ITALY OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW)
7 March 2011
Henderson UK Finance plc (the Issuer), a subsidiary of Henderson
Group plc, announces today its invitations to holders (subject to
the offer restrictions referred to below) of the outstanding
GBP175,000,000 6.50 per cent. Notes due 2012 (ISIN: XS0298230227)
issued by HGI Group Limited (formerly Henderson Group plc) (the
Existing Notes) to:
(a) offer to exchange their Existing Notes for
Sterling-denominated Fixed Rate Guaranteed Notes (the New Notes) to
be issued by the Issuer and unconditionally and irrevocably
guaranteed by Henderson Group plc and Henderson Global Investors
(Holdings) Limited (together, the Guarantors) (such invitation the
Exchange Offer); or
(b) tender their Existing Notes for purchase by the Issuer for
cash (such invitation the Tender Offer and, together with the
Exchange Offer, the Offers).
Henderson Group plc
47 Esplanade
St Helier
Jersey JE1 0BD
Registered in Jersey
No. 101484
ABN 67 133 992 766
HGI Group Limited
201 Bishopsgate
London
EC2M 3AE
No. 2072534
The Offers are made on the terms and subject to the conditions
set out in the Offer Memorandum dated 7 March 2011 (the Offer
Memorandum).
ISIN / Common Outstanding Existing Offer New Issue Target
Code Nominal Notes Spread Terms Acceptance
Amount Benchmark Amount
Gilt
-------------- --------------- ---------- ------- ----------- --------------
XS0298230227/ GBP175,000,000 5 per 300 The New GBP75,000,000
029823022 cent. UK basis Issue in aggregate
Treasury points Tenor and nominal
Gilt due the New amount of the
7 March Issue Existing
2012. Benchmark Notes,
Gilt will although the
be Issuer
announced reserves the
by the right, in its
Issuer in sole
advance of discretion,
the to increase
Revocation the Target
Deadline Acceptance
and Amount. In
indicative allocating
guidance acceptances
on the New received
Issue pursuant to
Spread the Offers,
will be priority will
available be given to
from the Exchange
Joint Instructions
Dealer as further
Managers described in
in advance the Offer
of the Memorandum
Revocation
Deadline
-------------- --------------- ---------- ------- ----------- --------------
Copies of the Offer Memorandum are available from the Joint
Dealer Managers and the Exchange and Tender Agent as set out below.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Offer Memorandum.
The purpose of the Offers and Issuer's contemplated issuance of
the New Notes and any Additional New Notes is to extend the debt
maturity profile of the wider Henderson Group and to meet the
Issuer's and the wider Henderson Group's ongoing debt obligations
and for general corporate purposes.
Following the expected completion of the proposed acquisition of
Gartmore Group Limited (Gartmore), the purpose of the Offers and
the Issuer's contemplated issuance of the New Notes and the
Additional New Notes will be for the aforementioned purposes,
including the refinancing of part of certain debt facilities of the
wider Henderson Group, and to meet the combined group's ongoing
debt obligations and for general corporate purposes.
Notes purchased by the Issuer pursuant to the Offers will be
cancelled.
The Exchange Offer
Exchange Consideration
The nominal amount of New Notes each Noteholder whose Existing
Notes are accepted for exchange pursuant to the Exchange Offer will
receive, on the Settlement Date, will be calculated by reference to
the Exchange Ratio which will be calculated by dividing the Offer
Price by the New Issue Price.
The Issuer will also pay each such Noteholder, on the Settlement
Date, an Accrued Interest Payment and (if applicable) a Cash
Rounding Amount.
Pricing of the New Notes
The New Issue Tenor and the New Issue Benchmark Gilt will be
announced by the Issuer in advance of the Revocation Deadline. The
New Issue Spread will be announced by the Issuer as soon as
reasonably practicable after the Pricing Time.
The determination of the New Issue Spread will be based on
feedback solicited by the Joint Dealer Managers from the markets
before the Pricing Time. Any Exchange Instruction must be submitted
on the basis of the indicative pricing guidance (if any) available
at or before the time of submission. Actual pricing for the New
Notes will only take place after the Expiration Deadline.
The New Issue Spread will be added to the New Issue Benchmark
Gilt Rate to determine the New Issue Yield, which is intended to
reflect the yield to maturity of the New Notes on the Settlement
Date, from which the New Issue Price and the New Issue Coupon will
be calculated in accordance with market convention.
The Tender Offer
The amount payable, on the Settlement Date, by the Issuer to
each Noteholder whose Existing Notes are accepted for purchase
pursuant to the Tender Offer will be calculated by reference to the
Offer Price.
The Issuer will also pay each such Noteholder, on the Settlement
Date, an Accrued Interest Payment.
Offer Price
The Offer Price will be calculated at the Pricing Time in
accordance with market convention. The Offer Price is intended to
reflect a yield to maturity of the Existing Notes on the Settlement
Date based on the sum of the Offer Spread and the Existing Notes
Benchmark Gilt Rate.
Final Acceptance Amounts and Scaling
The Issuer will determine the aggregate nominal amount it wishes
to accept for exchange pursuant to the Exchange Offer (the Exchange
Offer Acceptance Amount) and the aggregate nominal amount it wishes
to accept for purchase pursuant to the Tender Offer (the Tender
Offer Acceptance Amount, and the sum total of the Exchange Offer
Acceptance Amount and the Tender Offer Acceptance Amount, the Final
Acceptance Amount), in each case in its sole discretion, at or
around the Pricing Time. The Issuer currently proposes that the
Final Acceptance Amount shall not exceed GBP75,000,000 in aggregate
nominal amount of the Existing Notes (the Target Acceptance
Amount), although the Issuer reserves the right, in its sole
discretion, to increase the Target Acceptance Amount.
The Issuer will determine the allocation of the Final Acceptance
Amount in its sole discretion provided that if:
(i) the aggregate nominal amount of the Existing Notes offered
for exchange pursuant to the Exchange Offer exceeds the Target
Acceptance Amount, the Issuer intends to accept such offers of
Existing Notes on a pro rata basis such that the Exchange Offer
Acceptance Amount shall equal the Target Acceptance Amount and the
Tender Offer Acceptance Amount shall be zero;
(ii) the aggregate nominal amount of the Existing Notes offered
for exchange pursuant to the Exchange Offer equals the Target
Acceptance Amount, the Issuer intends to accept all such offers of
Existing Notes and the Tender Offer Acceptance Amount shall be
zero;
(iii) the aggregate nominal amount of the Existing Notes offered
for exchange pursuant to the Exchange Offer is less than the Target
Acceptance Amount (A) the Issuer intends to accept all such offers
of Existing Notes and the Tender Offer Acceptance Amount shall be
equal to the Target Acceptance Amount minus the Exchange Offer
Acceptance Amount (or, if less, the aggregate nominal amount of the
Existing Notes tendered for purchase pursuant to the Tender Offer);
and (B) in the event that the aggregate nominal amount of the
Existing Notes tendered for purchase pursuant to the Tender Offer
exceeds the Target Acceptance Amount minus the Exchange Offer
Acceptance Amount, the Issuer intends to accept such tenders of
Existing Notes on a pro rata basis such that the aggregate nominal
amount accepted for purchase pursuant to the Tender Offer is no
greater than Target Acceptance Amount minus the Exchange Offer
Acceptance Amount.
Additional New Notes and New Issue Condition
In connection with the Offers, the Issuer may decide, in its
sole discretion, to issue further notes (the Additional New Notes)
of the same series and with the same terms and conditions as the
New Notes. The Additional New Notes (if any) will be subscribed for
by the relevant manager or managers. Any acceptance by the Issuer
for exchange and/or purchase of Existing Notes validly offered for
exchange or tendered for purchase in the Offers is subject to the
pricing of, and signing of a subscription agreement for the
purchase of, and subscription for, the Additional New Notes (the
New Issue Condition) and any references in this announcement to
"accepted for exchange or purchase" (and all related references)
shall be construed as being subject to the satisfaction of the New
Issue Condition.
Participation in the Offers
In order to:
(a) participate in, and be eligible to receive New Notes
pursuant to, the Exchange Offer, Noteholders must validly offer
Existing Notes for exchange by delivering, or arranging to have
delivered on their behalf, a valid Exchange Instruction that is
received by the Exchange and Tender Agent by the Expiration
Deadline; or
(b) participate in, and be eligible to receive the Offer Price
pursuant to, the Tender Offer, Noteholders must validly tender
Existing Notes for purchase by delivering, or arranging to have
delivered on their behalf, a valid Tender Instruction that is
received by the Exchange and Tender Agent by the Expiration
Deadline.
Exchange Instructions and Tender Instructions must be submitted
in respect of a minimum nominal amount of Existing Notes of
GBP50,000, being the minimum denomination, and may thereafter be
submitted in integral multiples of GBP1,000.
Tender Instructions which relate (including after any pro rata
scaling) to a nominal amount of Existing Notes of less than
GBP50,000 will be rejected.
In addition, to participate in the Exchange Offer, Noteholders
must validly offer for exchange sufficient Existing Notes (the
Minimum Exchange Offer Amount) to be eligible to receive, in
accordance with the terms of the Exchange Offer and following any
scaling of such offer for exchange, a nominal amount of New Notes
of at least the minimum denomination of the New Notes of
GBP100,000. In the case of any Noteholder who offers Existing Notes
for exchange in an amount which (whether as a result of scaling of
such offer for exchange or otherwise) is less than the relevant
Minimum Exchange Offer Amount but more than GBP50,000, such
Noteholder will not be eligible to participate in the Exchange
Offer and will instead be deemed to have tendered such Existing
Notes for purchase pursuant to the Tender Offer.
Save as described in the previous paragraph, the Exchange Offer
and the Tender Offer are alternative options available to
Noteholders, and Noteholders who have submitted an Exchange
Instruction or a Tender Instruction may not also submit a Tender
Instruction or Exchange Instruction, as applicable, in respect of
the same Existing Notes, without first validly revoking their
original instruction in accordance with the terms of the Offer
Memorandum.
Exchange Instructionsmay be revoked at any time from the time of
their submission until the Revocation Deadline. Tender Instructions
will be irrevocable once submitted and Exchange Instructions will
be irrevocable from the Revocation Deadline (and Exchange
Instructions submitted after the Revocation Deadline will be
irrevocable from the time of their submission), except in the
limited circumstances described in the Offer Memorandum.
Indicative Timetable of Events
Event Time and Date
Commencement of the Offers Monday, 7 March 2011
Offers announced. Offer Memorandum available
from the Joint Dealer Managers and the
Exchange and Tender Agent.
Announcement of New Issue Tenor, New Issue In advance of the Revocation
Benchmark Gilt and indicative New Notes Deadline
pricing guidance available
Announcement of the tenor of the New Notes
and the New Issue Benchmark Gilt. Indicative
pricing guidance for the New Notes available
from the Joint Dealer Managers.
Revocation Deadline Noon (GMT) on Tuesday,
Exchange Instructions become (and Exchange 15 March 2011
Instructions submitted after this deadline
are) irrevocable (other than in the limited
circumstances described in "Amendment
and Termination" in the Offer Memorandum).
Expiration Deadline 4.00 p.m. (GMT) on Tuesday,
Deadline for receipt of valid Exchange 15 March 2011
Instructions or valid Tender Instructions
by the Exchange and Tender Agent in order
for Noteholders to be able to participate
in the Offers.
Announcement of indicative Exchange Offer At or around 8.00 a.m.
Acceptance Amounts and Tender Offer Acceptance (GMT) on Wednesday, 16
Amounts and indicative details of Scaling March 2011
Announcement of (i) a non-binding indication
of the level at which the Issuer expects to
set the Exchange Offer Acceptance Amount, the
Tender Offer Acceptance Amount and the Final
Acceptance Amount and (ii) indicative details
of any scaling of offers of Existing Notes for
exchange and tenders of Existing Notes for
purchase that will be applied in the event
that the New Issue Condition is satisfied and
Existing Notes are accepted for exchange
and/or purchase pursuant to the Offers.
Pricing Time At or around 2.00 p.m.
Determination of the New Issue Spread, (GMT) on Wednesday, 16
the final Exchange Offer Acceptance Amounts, March 2011
Tender Offer Acceptance Amounts and Final
Acceptance Amount, and calculation of
(i) the New Issue Benchmark Gilt Rate
and the Existing Notes Benchmark Gilt
Rate, (ii) the Offer Price; (iii) the
Exchange Ratio; (iv) the New Issue Price;
and (v) the New Issue Coupon.
Announcement of Offer Results As soon as reasonably
Announcement of whether and the extent practicable after the
to which the Issuer will accept valid Pricing Time
offers of Existing Notes for exchange
and tenders of Existing Notes for purchase
pursuant to the Offers (subject to the
satisfaction of the New Issue Condition).
If so accepted, the Issuer will also announce
(i) the Exchange Offer Acceptance Amount
and Tender Offer Acceptance Amount, and
the Final Acceptance Amount, (ii) details
of any scaling, (iii) the final aggregate
nominal amount of New Notes to be issued,
(iv) the Minimum Exchange Offer Amount,
(v) the New Issue Spread and (vi) the
Offer Price, New Issue Price and New Issue
Coupon.
Announcement of New Issue Condition Prior to the Settlement
Announcement of whether the New Issue Date
Condition has been satisfied.
Settlement Date Wednesday, 23 March 2011
Expected settlement date for the Offers.
The above times and dates are subject to the Issuer's right to
extend, re-open, amend and/or terminate any Offer (subject to
applicable law and as provided in the Offer Memorandum).
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Existing Notes
when such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the circumstances in which revocation is permitted)
revoke their instruction to participate in, the Offers before the
deadlines set out above. The deadlines set by any such intermediary
and each Clearing System for the submission and withdrawal of
Exchange Instructions and Tender Instructions will be earlier than
the relevant deadlines above.
Noteholders are advised to read carefully the Offer Memorandum
for full details of and information on the procedures for
participating in the Offers.
HSBC Bank plc, The Royal Bank of Scotland plc and UBS Limited
are acting as Joint Dealer Managers and Lucid Issuer Services
Limited is acting as Exchange and Tender Agent.
Questions and requests for assistance in connection with the
Offers may be directed to any of the Joint Dealer Managers.
Joint Dealer Managers
HSBC Bank plc The Royal Bank of Scotland plc
8 Canada Square 135 Bishopsgate
London E14 5HQ London EC2M 3UR
Telephone: +44 20 7991 1444 Telephone: +44 20 7085 9178
Attention: Liability Management Attention: Liability Management
Group Group
Email: liability.management@hsbcib.com Email: liabilitymanagement@rbs.com
UBS Limited
1 Finsbury Avenue
London EC2M 2PP
Telephone: +44 20 7567 0525
Attention: Liability Management Group
Email: mark-t.watkins@ubs.com
Questions and requests for assistance in connection with the
delivery of Exchange Instructions and Tender Instructions may be
directed to the Exchange and Tender Agent.
Exchange and Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
Telephone: +44 20 7704 0880
Fax: +44 20 7067 9098
Attention: Lee Pellicci/David Shilson
Email: henderson@lucid-is.com
DISCLAIMER This announcement must be read in conjunction with
the Offer Memorandum. This announcement and the Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. If you are in any
doubt as to the contents of this announcement or the Offer
Memorandum or the action you should take, you are recommended to
seek your own financial and legal advice, including as to any tax
consequences, immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Existing 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 participate in the Offers. None of the Joint Dealer Managers,
the Exchange and Tender Agent, the Issuer or the Guarantors makes
any recommendation as to whether Noteholders should offer Existing
Notes for exchange or tender Existing Notes for purchase pursuant
to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Offer Memorandum constitutes
an offer to sell or buy or the solicitation of an offer to sell or
buy the Existing Notes and/or New Notes, as applicable, (and offers
of Existing Notes for exchange and tenders of Existing Notes for
purchase pursuant to the Offers will not be accepted) from
Noteholders in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and either of the Joint Dealer Managers
or any of their respective affiliates is such a licensed broker or
dealer in any such jurisdiction, that Offer shall be deemed to be
made by such Joint Dealer Manager or affiliate, as the case may be,
on behalf of the Issuer in such jurisdiction.
The distribution of this announcement and the Offer Memorandum
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement or the Offer Memorandum comes
are required by the Issuer, the Guarantors, the Joint Dealer
Managers and the Exchange and Tender Agent to inform themselves
about, and to observe, any such restrictions.
United States
The Offers are 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, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the United States Securities Act of 1933, as
amended (the Securities Act)). 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 Offer Memorandum and any other
documents or materials relating to the Offers 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 U.S. persons and the Existing Notes cannot be
offered for exchange or tendered for purchase in the Offers by any
such use, means, instrumentality or facilities or from within the
United States or by U.S. persons. Any purported offer of Existing
Notes for exchange, or any purported tender of Existing Notes for
purchase, resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported offer of
Existing Notes for exchange, or any purported tender of Existing
Notes for purchase, made by a U.S. person, 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 or for a U.S. person will be invalid
and will not be accepted.
Neither this announcement nor the Offer Memorandum is an offer
of securities for sale in the United States or to U.S. persons.
Securities may not be offered or sold 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, in the United States or to, or for the account or
benefit of, U.S. persons. The purpose of this announcement and the
Offer Memorandum is limited to the Offers and this announcement and
the Offer Memorandum may not be sent or given to a person in the
United States or otherwise to any person other than in an offshore
transaction in accordance with Regulation S under the Securities
Act.
Each holder of Existing Notes participating in the Offers will
represent that it is not located in the United States and is not
participating in the relevant Offer from the United States, that it
is participating in such Offer in accordance with Regulation S
under the Securities Act and that it is not a U.S. person, 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 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, any
state of the United States of America and the District of
Columbia.
Italy
None of the Offers, this announcement, the Offer Memorandum or
any other documents or materials relating to the Offers have been
or will be submitted to the clearance procedure of the Commissione
Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian
laws and regulations, and the Offers are not being made, and will
not be made, directly or indirectly, in or into the Republic of
Italy (Italy) as a public offer (as defined in article 1, paragraph
1, letter v) of the Legislative Decree no. 58 of February 24, 1998.
Accordingly, holders of Existing Notes are hereby notified that the
Offers are not intended to be addressed, and the New Notes may not
be offered, sold or delivered, and none of this announcement, the
Offer Memorandum nor any other documents or materials relating to
the Offers, the Existing Notes, or the New Notes has been prepared
in order to be sent, by any means, distributed or otherwise made
available, as part of the Offers, to any person in Italy.
United Kingdom(investment professionals and persons within
Article 43 or otherwise permitted by the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005) / France
(certain qualified investors and providers of investment services
relating to portfolio management for the account of third parties,
other than individuals) / Belgium (qualified investors acting on
their own account) / Australia (sophisticated investors (within the
meaning of section 708(8) or (10) of the Corporations Act) or
professional investors (within the meaning of section 708(11) of
the Corporations Act)).
Jersey
The Offers may not be made in, and neither this announcement nor
the Offer Memorandum may be circulated in, Jersey by any
person.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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