18th May 2009 14:45
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
18 May 2009
FRIENDS PROVIDENT ANNOUNCES RESULTS OF THE EXCHANGE OFFER TO HOLDERS OF ITS STEP-UP TIER ONE INSURANCE CAPITAL SECURITIES (STICS) LAUNCHED 8 MAY 2009
On 8 May 2009, Friends Provident plc (the "Issuer") invited holders of its £300,000,000 6.875 per cent. Step-Up Tier one Insurance Capital Securities (XS0181161380) issued on 21 November 2003 (the "2003 STICS") and £500,000,000 6.292 per cent. Step-Up Tier one Insurance Capital Securities (XS0222395468) issued on 30 June 2005 (the "2005 STICS", together with the 2003 STICS, the "Existing Securities") to offer to exchange (the "Exchange Offer") up to £300,000,000 in aggregate nominal amount of such Existing Securities for Sterling Denominated Fixed Rate Subordinated Guaranteed Notes due 2021 (the "New Notes").
In light of the strong demand for the transaction the Issuer has decided to increase the amount of the Existing Securities accepted for exchange to £322,268,000, which is above the Target Exchange Amount, and not to make any offers accepted at the Exchange Prices subject to pro-rata allocation.
The Issuer is pleased to announce the results of the Exchange Offer:
|
Amount outstanding (£m) |
Exchange Price |
Exchange Ratio |
Nominal amount of Existing Securities accepted (£m) |
|
|
2003 STICS |
300 |
£430 |
0.43 |
90.105 |
|
2005 STICS |
500 |
£530 |
0.53 |
232.163 |
According to the terms of the Exchange Offer, all Existing Securities validly tendered on a non-competitive basis or at prices below the relevant Exchange Price have been accepted in full. There is no pro-rata allocation for either 2003 STICS or 2005 STICS, and Existing Securities validly tendered at the Exchange Price have been accepted in full.
Holders whose Offers to Exchange were validly made and which were accepted will receive the New Notes in an amount (rounded down to the nearest £1,000) equal to the aggregate principal amount of such Existing Securities accepted for exchange multiplied by the relevant Exchange Ratio. Each such Holder will also be entitled to receive Accrued Interest on their Existing Securities so accepted for exchange and a Cash Rounding Amount (if any), as further described in the Exchange Offer Memorandum dated 8 May 2009 (the "Exchange Offer Memorandum").
An aggregate principal amount of £161,713,000 of New Notes is to be issued by the Issuer pursuant to the Exchange Offer in exchange for the Existing Notes.
The Settlement Date for the Exchange Offer is expected to be 21 May, 2009. The ISIN for the New Notes is XS0430178961.
The Exchange Offer was made on the terms and subject to the conditions as further described in the Exchange Offer Memorandum.
The Exchange Offer was not made in the United States or Italy or to any U.S. person or to any person located or resident in Italy and was also restricted in other jurisdictions, as more fully described below and in the Exchange Offer Memorandum.
Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Exchange Offer Memorandum.
Requests for information in relation to the relevant Exchange Offer should be directed to the Dealer Managers:
|
THE DEALER MANAGERS |
|
|
Barclays Bank PLC5 The North ColonnadeCanary Wharf London E14 4BBUnited Kingdom |
The Royal Bank of Scotland plc135 Bishopsgate London EC2M 3URUnited Kingdom |
|
For information by telephone: +44 20 7773 8990 Attention: Liability Management Group Email: [email protected] |
For information by telephone: +44 20 7085 8056/0639 Attention: Andrew Burton/Jake Atcheson Email: [email protected] |
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