Leeds Building Society announces tender offer and consent
solicitation in respect of its £25,000,000 13 3/8 per
cent. Permanent Interest Bearing Shares
NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT
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 UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED)
(THE "SECURITIES
ACT") AND FOR DISTRIBUTION ONLY OUTSIDE THE REPUBLIC OF ITALY.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER
JURISDICTION OR TO ANY OTHER PERSON WHERE
OR TO WHOM IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW)
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
THAT QUALIFIED 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 UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).
27
February 2024. Leeds Building
Society (formerly known as Leeds and Holbeck Building Society) (the
"Society") announces today
its invitation to holders (the "PIBS Holders") of its £25,000,000 13
3/8 per cent. Permanent Interest Bearing Shares (ISIN:
GB0005104913) (the "PIBS")
to:
(i)
tender any or all of their PIBS for purchase by the Society for a
cash amount equal to 190.00 per cent., or £1,900 for each £1,000,
of the principal amount of such PIBS (the "Purchase Price") and a separate amount
in lieu of the accrued and unpaid interest on the PIBS so purchased
up to (but excluding) the Settlement Date (the "Accrued Interest Payment" and, together
with the Purchase Price, the "Tender Consideration") (the
"Tender Offer");
and
(ii)
approve, by way of a resolution of the PIBS Holders (the
"Resolution"), the
variation of the Special Conditions of Issue of the PIBS (the
"Proposed Variation") to
provide for the Society to redeem (the "Issuer Call") all, but not some only,
of the PIBS that are not purchased pursuant to the Tender Offer
upon payment of the redemption price of 190.00 per cent., or £1,900
for each £1,000 in principal amount, of such PIBS (the
"Redemption Price") and of
a separate amount in lieu of accrued and unpaid interest on such
PIBS up to (but excluding) the Redemption Date (together with the
Redemption Price, the "Redemption
Consideration") (the "Consent Solicitation" and, together
with the Tender Offer, the "Offers").
The Offers are being made on the
terms and subject to the conditions contained in the offer
memorandum dated 27 February 2024 (the "Offer Memorandum"), and is subject to
the offer and distribution restrictions set out below and as more
fully described in the Offer Memorandum.
Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Offer Memorandum.
Rationale for the
Offer
The Society wishes to buy back the
PIBS because they no longer satisfy the purpose for which they were
originally issued for in 1992. The PIBS were originally issued to
count towards the 'tier 1' capital requirements of the Society.
Under these requirements, building societies must maintain a
certain level of capital reserves that are designed to absorb
losses in times of financial stress while protecting member
deposits and enabling the Society to continue as a viable
business.
The PIBS were originally issued with
the terms and conditions that counted towards the 'tier 1' capital
requirements at the time. However, the capital rules have since
changed and the PIBS are no longer eligible to count towards the
'tier 1' capital of the Society. The Society has previously
received permission from the Prudential Regulation Authority (the
"PRA") to buy back the PIBS
at any time prior to 23 May 2024. The Society has sufficient
capital and financial resources in place to buy back the
PIBS.
See the Offer Memorandum (and, in
particular, Question (3) in the section of the Offer Memorandum
headed "Questions and Answers
about the Offers") for further information on the Society's
rationale for the Offers.
Tender Offer and Consent
Solicitation
PIBS Holders have the option to (a)
tender their PIBS for purchase (and automatically vote in favour of
the Proposed Variation) or (b) vote on the Proposed Variation
without tendering their PIBS for purchase or (c) take no action,
all as further described in the Offer Memorandum.
Tender Offer
Any PIBS Holder who validly tenders
their PIBS by the Tender Deadline ('Option 1') will be eligible to
receive the Tender Consideration (being the Purchase Price together
with a separate amount in lieu of Accrued Interest). Any PIBS
Holder who validly tenders their PIBS by the Tender Deadline will
also automatically vote in favour of the Proposed Variation (as
further described below). If the Resolution is passed and the
Proposed Variation implemented, the Society will also pay the
Voting Fee (as described below) for any PIBS so
purchased.
A summary of certain terms of the
Tender Offer appears below:
|
PIBS
|
Outstanding Principal
Amount*
|
Purchase
Price
|
Amount subject to the Tender
Offer
|
|
(expressed as a
percentage)
|
(expressed as an
amount)
|
|
£25,000,000 133/8 per cent. Permanent Interest
Bearing Shares
|
£24,997,000
|
190.00%
|
£1,900
for each £1,000 in principal amount of PIBS
|
Any and
all
|
*
This reflects £3,000 in principal amount of the PIBS the
Society previously acquired and which have been
cancelled.
Consent Solicitation and Voting Fee
Any PIBS Holder who either (a)
validly tenders its PIBS for purchase pursuant to the Tender Offer
by the Tender Deadline ('Option 1') or (b) validly submits a Voting
Only Instruction specifying 'Option 2' (as described in detail in
the Offer Memorandum) by the Voting Deadline will be eligible to
receive the voting fee (the "Voting Fee") of 2.00 per cent., or £20
for each £1,000, of the principal amount of the PIBS tendered or in
respect of which such Voting Only Instructions are submitted.
The Voting Fee will be paid in
addition to the Tender Consideration or the Redemption
Consideration (as applicable), all as further described in the
Offer Memorandum. Payment of the Voting Fee is conditional on the
passing of the Resolution at the Meeting (or, if applicable, the
adjourned Meeting) and the implementation of the Proposed
Variation.
The submission by or on behalf of a
PIBS Holder of a Tender Instruction pursuant to the Tender Offer
will also constitute such PIBS Holder's instructions to appoint the
Chairperson of the Meeting (or their nominee) as such PIBS Holder's
proxy to attend the Meeting and vote in respect of such tendered
PIBS in favour of the Resolution ('Option 1'). No other action in connection with the Meeting
(or, if applicable, the adjourned Meeting) is required, or should
be taken, by PIBS Holders in respect of any PIBS they tender in the
Tender Offer.
PIBS Holders who do not wish to
tender their PIBS in the Tender Offer may, if they wish, make other
arrangements to attend the Meeting (or, if applicable, the
adjourned Meeting) and cast their votes, or to appoint a proxy to
do so on their behalf, all as further described in the Offer
Memorandum.
Any PIBS Holders who do not submit a
Tender Instruction ('Option 1') by the Tender Deadline or a Voting
Only Instruction specifying 'Option 2' by the Voting Deadline
will not be eligible to receive the Voting
Fee.
A summary of the potential outcomes
for PIBS Holders is included below.
IF THE VOTE IN FAVOUR OF THE
RESOLUTION AND THE PROPOSED VARIATION IS SUCCESSFUL:
|
DID YOU
VOTE?
(either
by tendering your PIBS in the Tender Offer*, or by otherwise appointing the
Chairperson of the Meeting to vote on your behalf**)
|
PURCHASE PRICE
/
REDEMPTION
PRICE***
|
VOTING FEE
|
|
(expressed as a
percentage)
|
(expressed as an
amount)
|
(expressed as a
percentage)
|
(expressed as an
amount)
|
|
YES
|
190.00%
|
£1,900
for each £1,000 in principal amount of PIBS
|
2.00%
|
£20 for
each £1,000 in principal amount of PIBS
|
|
NO
|
190.00%
|
£1,900
for each £1,000 in principal amount of PIBS
|
0.00%
|
£0 for
each £1,000 in principal amount of PIBS
|
* If you tender your PIBS in
the Tender Offer you will automatically vote in favour of the
Resolution and the implementation of the Proposed
Variation.
** To appoint the Chairperson of the
Meeting (or their nominee) as your proxy to vote in respect of the
Resolution without tendering your PIBS, you should submit a Voting
Only Instruction specifying 'Option 2', all as defined and
described in detail in the Offer Memorandum.
***The Purchase Price will be paid in respect
of PIBS validly tendered in the Tender Offer and accepted for
purchase by the Society; the Redemption Price will be paid in
respect of PIBS that are not accepted for purchase by the Society
pursuant to the Tender Offer, but which are instead redeemed
pursuant to the Issuer Call if the Resolution is passed and
implemented. In addition to the Purchase Price or the
Redemption Price (as applicable), the Society will separately pay,
for the PIBS so purchased or redeemed, an amount in lieu of Accrued
Interest.
IF THE VOTE IN FAVOUR OF THE
RESOLUTION AND THE PROPOSED VARIATION IS NOT SUCCESSFUL:
|
DID YOU
TENDER?
|
PURCHASE
PRICE*
|
VOTING FEE
|
|
(expressed as a
percentage)
|
(expressed as an
amount)
|
|
YES
|
190.00%
|
£1,900
for each £1,000 in principal amount of PIBS
|
No Voting
Fee will be paid if the vote in favour of the Resolution and the
Proposed Variation is not successful
|
|
NO
|
Holders
of PIBS that do not tender their PIBS in the
Tender Offer will not receive any payment if the vote in favour of
the Resolution and the Proposed Variation is not
successful
|
* In addition to the Purchase
Price, the Society will separately pay, for the PIBS validly
tendered in the Tender Offer and accepted for purchase by the
Society, an amount in lieu of Accrued Interest.
Expected Timetable for the
Offers
The Society expects the Tender Offer
and the Consent Solicitation to proceed on the timetable below.
However, the times and dates below are indicative only, and subject
to change. The Society will announce any changes to the timetable
as soon as reasonably practicable in the manner set out in Offer
Memorandum.
|
Events
|
Times and
Dates
(All times are UK
time)
|
|
Commencement of the Tender Offer and the Consent
Solicitation
|
27
February 2024
|
|
Announcement of the Tender Offer and
the Consent Solicitation.
Offer Memorandum, Notice of Meeting
and a Paper Instruction Form sent to PIBS Holders (subject to the
offer and distribution restrictions).
|
|
|
Tender Deadline, Voting Deadline and PIBS Record
Time
|
1:00 p.m.
on 27 March 2024
|
|
Tender Deadline
Deadline for receipt by the
Receiving Agent of all valid Tender Instructions for a PIBS Holder
to be eligible (if the relevant PIBS are accepted for purchase by
the Society) to receive the Tender Consideration and (where
applicable) Voting Fee. Accordingly, this is the latest time and
date for receipt of Tender Instructions and the related
certificates for tendered PIBS.
Voting Deadline
Deadline for receipt by the
Receiving Agent of:
(i) all Voting
Only Instructions specifying 'Option 2' with respect to the
Resolution for a PIBS Holder that is not eligible or chooses not to
tender its PIBS in the Tender Offer in order to be eligible to
receive the Voting Fee; and
(ii) all other Voting
Only Instructions with respect to the Resolution.
PIBS Record Time
Only PIBS Holders who hold their
PIBS as at the PIBS Record Time (and continue to hold them until
conclusion of the Meeting) will be eligible to vote (or to appoint
a proxy to vote) at the Meeting (unless the Meeting is
adjourned).
|
|
|
Meeting
|
1:00 p.m.
on 2 April 2024
|
|
Meeting of PIBS Holders to consider
and, if thought fit, pass the Resolution.
|
|
|
Results Announcement
|
2 April
2024
|
|
If the Meeting needs to be
adjourned, the Society expects to announce the adjournment of the
Meeting and the Results Announcement will be delayed.
If the Meeting is not adjourned, the
Society expects to announce the results of the Offers, including
announcement of (i) the aggregate principal amount of PIBS validly
tendered prior to the Tender Deadline; (ii) whether the Society
accepts for purchase any PIBS and, if so, the aggregate principal
amount of PIBS so accepted for purchase pursuant to the Tender
Offer, and confirmation of the Settlement Date; (iii) whether the
Resolution was passed at the Meeting and, if passed, whether the
Proposed Variation will be implemented and the PIBS not purchased
pursuant to the Tender Offer will be redeemed, and (if so)
confirmation of the Redemption Date; and (iv) the total amount
(being the Tender Consideration or Redemption Consideration and
(for those eligible PIBS Holders) any Voting Fee) payable in
respect of each £1,000 principal amount of PIBS to be purchased or
redeemed and paid to PIBS Holders on the Settlement Date or the
Redemption Date, respectively, pursuant to the Tender Offer or the
Issuer Call, as the case may be.
|
|
|
Issuer Call Record Time
|
5.30 p.m. on 2 April
2024
|
|
If the Resolution is passed at the
Meeting and the Proposed Variation is implemented, the Redemption
Consideration for PIBS not purchased pursuant to the Tender Offer
will be paid, on the Redemption Date, to those PIBS Holders
appearing in the Register at the Issuer Call Record
Time.
|
|
|
Settlement Date and (if applicable) Redemption
Date
|
9 April
2024
|
|
If the Meeting does not need to be
adjourned, this is:
(a) the expected
settlement date of the Tender Offer, including (i) purchase and
cancellation of PIBS purchased in the Tender Offer and (ii) payment
of the Tender Consideration plus (if the Resolution is passed at
the Meeting and the Proposed Variation is implemented) any Voting
Fee in respect of such PIBS; and
(b) the expected
redemption date under the Issuer Call, if the Resolution is passed
at the Meeting, including (i) the redemption pursuant to the Issuer
Call of the PIBS not purchased pursuant to the Tender Offer and
(ii) payment of the Redemption Consideration plus (for those PIBS
Holders that are eligible) any Voting Fee in respect of such
PIBS.
If the Meeting needs to be
adjourned, the Society expects to delay the Settlement Date and (if
applicable) the Redemption Date until after the adjourned
Meeting.
|
|
|
The following events will only apply if
the Meeting needs to be adjourned:
|
|
Adjourned Meeting
|
1:00 p.m.
on 17 April 2024
|
|
Adjourned Meeting of PIBS Holders to
consider and, if thought fit, pass the Resolution, if the first
Meeting is adjourned.
|
|
|
Results Announcement Following Adjourned
Meeting
|
17 April
2024
|
|
If the first Meeting is adjourned,
the Society expects to announce the results of the Offers,
including announcement of (i) the aggregate principal amount of
PIBS validly tendered prior to the Tender Deadline; (ii) whether
the Society accepts for purchase any PIBS and, if so, the aggregate
principal amount of PIBS so accepted for purchase pursuant to the
Tender Offer, and confirmation of the Settlement Date; (iii)
whether the Resolution was passed at the adjourned Meeting and, if
passed, whether the Proposed Variation will be implemented and the
PIBS not purchased pursuant to the Tender Offer will be redeemed,
and (if so) confirmation of the Redemption Date; and (iv) the total
amount (being the Tender Consideration or Redemption Consideration
and (for those eligible PIBS Holders) any Voting Fee) payable in
respect of each £1,000 principal amount of PIBS to be purchased or
redeemed and paid to PIBS Holders on the Settlement Date or the
Redemption Date, respectively, pursuant to the Tender Offer or the
Issuer Call, as the case may be.
|
|
|
Issuer Call Record Time Following Adjourned
Meeting
|
5.30 p.m. on 17 April
2024
|
|
If the Resolution is passed at the
adjourned Meeting and the Proposed Variation is implemented, the
Redemption Consideration for PIBS not purchased pursuant to the
Tender Offer will be paid, on the Redemption Date, to those PIBS
Holders appearing in the Register at the Issuer Call Record
Time.
|
|
|
Settlement Date and (if applicable) Redemption Date Following
Adjourned Meeting
|
24 April
2024
|
|
If the Meeting needs to be
adjourned, this is:
(a) the expected
settlement date of the Tender Offer, including (i) purchase and
cancellation of PIBS purchased in the Tender Offer and (ii) payment
of the Tender Consideration plus (if the Resolution is passed at
the adjourned Meeting and the Proposed Variation is implemented)
any Voting Fee in respect of such PIBS; and
(b) the expected
redemption date under the Issuer Call, if the Resolution is passed
at the Meeting, including (i) the redemption pursuant to the Issuer
Call of the PIBS not purchased pursuant to the Tender Offer and
(ii) payment of the Redemption Consideration plus (for those PIBS
Holders that are eligible) any Voting Fee in respect of such
PIBS.
|
|
The above times and dates are indicative only, and subject to
the right of the Society to extend, re-open, amend and/or terminate
the Offers (subject to applicable law and as provided in the Offer
Memorandum).
Unless stated otherwise, announcements in connection with the
Tender Offer and the Consent Solicitation will be made by
publication through RNS and made available at
www.dfkingltd.com/lbs. Copies of all announcements, notices and
press releases can also be obtained from the Receiving Agent, the
Dealer Manager or the Retail Information Agent, the contact details
for whom are set out below. Retail Investors may wish to contact
the Receiving Agent, any Intemediary or advisor that represents
Retail Investors may wish to contact the Retail Information Agent
and Institutional Investors may wish to contact the Dealer Manager
for the relevant announcements during the course of the Offers. The
Notice of Meeting will be posted to each Registered Holder of the
PIBS.
Participation in the
Offers
The Society will only accept tenders
of PIBS pursuant to the Tender Offer which are made by way of the
submission of valid Tender Instructions in accordance with the
relevant procedures set out in the section titled "Procedures for Participating in the
Offers" in the Offer Memorandum.
PIBS Holders who do not wish to
tender all (if any) of their PIBS in the Tender Offer may instead,
in respect of those PIBS not tendered in the Tender Offer, if they
wish, make separate arrangements to vote on the Resolution at the
Meeting (or, if applicable, the adjourned Meeting) by submitting,
or arranging the submission on their behalf of, Voting Only
Instructions to be received by the Receiving Agent by no later than
the Voting Deadline.
Voting Only Instructions must be
given by the return to the Receiving Agent for receipt by Receiving
Agent by no later than the Voting Deadline, of a duly completed and
signed Paper Instruction Form specifying 'Option 2' and/or 'Option
3' (as applicable). As further described in Question (10) in the
section of the Offer Memorandum headed "Questions and Answers about the
Offers", only one Option can be selected for each PIBS held,
but PIBS Holders who hold more than one PIBS do not have to choose
the same Option for all their PIBS (see Questions (9) and (10) in
the section of the Offer Memorandum headed "Questions and Answers about the
Offers").
PIBS Holders are advised to check with any bank, custodian,
securities broker or other Intermediary through which they hold
their PIBS when such Intermediary would need to receive
instructions from a PIBS Holder in order for that PIBS Holder to be
able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offers before the relevant deadlines specified in the Offer
Memorandum. The deadlines set by any such Intermediary will
be earlier than the relevant deadlines specified
above.
Tender Instructions and Voting Only
Instructions will be irrevocable except in the limited
circumstances described in the section "Amendment and Termination" in the
Offer Memorandum.
Before making any decisions in
respect of the Offers, PIBS Holders should carefully consider all
of the information contained in the Offer Memorandum, including the
section "Risk Factors and Other
Considerations" in the Offer Memorandum.
Further
Information
The Society has retained Nomura
International plc to act as dealer manager and solicitation agent
with respect to Institutional Investors only for the Offers (the
"Dealer Manager"), Link
Market Services Limited to act as receiving agent and tabulation
agent for the Offers (the "Receiving Agent") and D.F. King Ltd to
act as retail information agent (the "Retail Information Agent").
Retail and Institutional
Investors
As used in this announcement and the
Offer Memorandum:
·
"Retail
Investor" means a PIBS Holder who is not an Institutional
Investor (as defined below). Any PIBS Holder who
is an individual (rather than a company or other organisation) will
be a Retail Investor. Any PIBS Holder that is a company or
other organisation and is not sure whether they are a Retail
Investor or an Institutional Investor may contact the Retail
Information Agent for further information, using the contact
details set out below; and
·
"Institutional
Investor" means a PIBS Holder that is:
(i) an
"eligible counterparty" or a "professional client", each as defined
in Directive 2014/65/EU (as amended, "MiFID II"); or
(ii) an
"eligible counterparty" as defined in the FCA Handbook Conduct of
Business Sourcebook or a "professional client" as defined in
Regulation (EU) No 600/2014 as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018
("UK MiFIR").
Retail Investors
Retail Investors who have questions
or require technical assistance in connection with the delivery of
Tender Instructions or Voting Only Instructions, or who have other
questions regarding the Offers, should contact the Receiving Agent
using the following contact details:
|
Link Market Services Limited
Central Square
29 Wellington Street
Leeds LS1 4DL
United Kingdom
Telephone:
0371 664
0321
(if calling from the UK)[1]
Telephone: +44 371
664 0321
(if calling from outside the UK)1
|
Any Intermediary or advisor that
represents Retail Investors can contact the Retail Information
Agent with questions concerning the Offers, using the following
contact details:
|
D.F. King Limited
65 Gresham Street
London EC2V 7NQ
United Kingdom
Telephone:
+44 20 7920 9700[2]
Email:
LBS@dfkingltd.co.uk
|
Institutional Investors
Institutional Investors who have
questions or require technical assistance in connection with the
delivery of Tender Instructions or Voting Only Instructions should
contact the Receiving Agent using the above contact details.
Institutional Investors who have any other questions regarding the
Offers should contact the Dealer Manager using the following
contact details:
|
Nomura International plc
1 Angel Lane
London EC4R 3AB
United Kingdom
Telephone:
+44 20 7103 2410 / +44 20 7103 2454
Email:
liability.management@nomura.com
Attention:
Liability Management Group
|
General
If PIBS Holders have any other
questions on the merits of the Offers and whether it is right for
them to participate, they are recommended to seek their own
financial and/or legal advice, including in respect of any tax
consequences of the Offers, immediately from their broker,
solicitor, accountant or other independent financial, tax, legal or
accounting adviser.
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, tax and legal advice,
including as to any tax consequences, immediately from your broker,
solicitor, accountant or other independent financial, tax, legal or
accounting adviser. Any person whose PIBS are held on its behalf by
a custodian, broker, dealer, commercial bank, trust company or
other nominee or intermediary (each an "Intermediary") should contact such
Intermediary urgently if it wishes to tender its PIBS pursuant to
the Tender Offer or otherwise vote on the Resolution. None of the
Society, the Dealer Manager, the Receiving Agent, the Retail
Information Agent or the Registrar is able to provide financial,
legal, tax, accounting or any other advice in connection with the
Offers, or to express any opinion on the merits of the Offers or
otherwise to make any recommendations as to whether or not PIBS
Holders should participate in the Offers.
LEI: O8VR8MK4M5SM9ZVEFS35
Market Abuse
Regulation
This announcement is made by the
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 part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA") ("UK
MAR"), encompassing information
relating to the Offers described above. For the purposes of UK MAR
and the Implementing Technical Standards, this announcement is made
by Paul Riley, Head of Treasury Front Office at the
Society.
Offer and Distribution
Restrictions
Neither this announcement nor the Offer Memorandum constitutes
an invitation to participate in the Offers in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make
such invitation or for there to be such participation under
applicable securities laws. The distribution of this announcement
and the Offer Memorandum in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement and/or the
Offer Memorandum comes are required by each of the Society, the
Dealer Manager, the Receiving Agent, the Retail Information Agent
and the Registrar to inform themselves about, and to observe, any
such restrictions.
United States: The Offers are not being made, and will not be made to (or
for the account or benefit of) U.S. Persons (as defined in
Regulation S under the Securities Act) or directly or indirectly in
or into, or by use of the mails 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.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The PIBS may not be tendered in the
Offers by any such use, means, instrumentality or facility from or
within the United States or by U.S. Persons or by persons located
or resident in the United States as defined in Regulation S under
the Securities Act. Accordingly, copies of this announcement, 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 any persons located or
resident in the United States or to U.S. Persons. Any purported
tender of PIBS in the Offers resulting directly or indirectly from
a violation of these restrictions will be invalid and any purported
tender of PIBS made by a U.S. Person or a person located in the
United States or any agent, fiduciary or other intermediary acting
on a non-discretionary basis for a principal that is giving
instructions from within the United States will be invalid and will
not be accepted.
As used in this announcement,
"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.
Each PIBS Holder participating in
the Tender Offer will represent that it is not a U.S. Person, is
not located or resident in the United States and is not
participating in the Tender 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 a U.S. Person and is not giving an
order to participate in the Tender Offer from the United
States.
In addition, nothing in this
announcement or the Offer Memorandum or the transmission thereof
constitutes or contemplates an offer of, or the offer to purchase
or the solicitation of an offer to sell securities in the United
States or any other jurisdiction. The PIBS 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 the
PIBS 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 (as defined in Regulation S under the Securities Act)
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state or local securities laws. Accordingly, this
announcement and the Offer Memorandum must not be distributed in or
into the United States or to U.S. Persons (as defined in Regulation
S under the Securities Act) in any circumstances.
United Kingdom: Each of this
announcement and the Offer Memorandum has been issued by Leeds
Building Society, which is authorised by the PRA of the United
Kingdom and regulated by the FCA and the PRA.
This announcement, the Offer
Memorandum and any other documents or materials relating to the
Offers 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, and may only be acted upon by, those persons in the United
Kingdom falling within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Financial Promotion
Order") (which includes an existing member of the Society
and, therefore, includes the PIBS Holders) or within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Promotion Order) or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion
Order.
The Society is acting solely and
exclusively in the capacity of issuer of the PIBS in convening the
Meeting and is not acting for or on behalf of PIBS Holders or any
other person, and will not regard any person as its "client" in
relation to the Tender Offer or the Consent Solicitation.
Accordingly, the Society will not be responsible to any person for
providing the sorts of protections afforded to persons who receive
investment services or advice under the FSMA, UK MiFIR, the FCA
Handbook Product Intervention and Product Governance Sourcebook,
MiFID II or any other regulatory regime in a capacity as a
client.
Italy: The Offers are not being
made, directly or indirectly, in the Republic of Italy. None of
this announcement, the Offer Memorandum or any other document or
materials relating to the Offers 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. Accordingly, (i) neither
the Offers, nor this announcement, the Offer Memorandum or any
other offering material relating to the Offers or the PIBS may be
distributed or made available in the Republic of Italy and (ii) no
marketing, promotional, informative or solicitation activity
whatsoever can be performed in the Republic of Italy.
France: This announcement, the
Offer Memorandum and any documents or offering materials relating
to the Offers 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. Neither this
announcement nor the Offer Memorandum has been and will not be
submitted for clearance to nor approved by the Autorité des marchés
financiers.
Belgium: The
Offers are not being made, directly or indirectly, to the public in
Belgium. Neither this announcement, the Offer Memorandum nor any
other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en
markten / Financial Services and Markets Authority) and,
accordingly, the Offers may not be made in Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law
of 1 April 2007 on public takeover bids as amended or replaced from
time to time (the "Belgian Takeover
Law").
Accordingly, the Offers may not be
advertised and the Offers will not be extended, and neither this
announcement, the Offer Memorandum nor any other documents or
materials relating to the Offers (including any memorandum,
information circular, brochure or any similar documents) has been
or shall be distributed or made available, directly or indirectly,
to any person in Belgium other than (i) "qualified investors" in
the sense of Article 2(e) of the Prospectus Regulation, acting on
their own account, and provided that they do not qualify as a
"consumer" within the meaning of Article I.1 of the Belgian Code of
Economic Law (as amended or replaced from time to time) or (ii) in
any circumstances set out in in Article 6, §4 of the Belgian
Takeover Law. Insofar as Belgium is concerned, each of this
announcement and the Offer Memorandum has been issued only for the
personal use of the above qualified investors and exclusively for
the purpose of the Offers. Accordingly, the information contained
in either this announcement and/or the Offer Memorandum may not be
used for any other purpose or disclosed to any other person in
Belgium.