11th Dec 2009 13:01
* RNS Announcement * NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN OR IN OR INTO THE REPUBLIC OF ITALY, THE COMMONWEALTH OF AUSTRALIA, CANADA OR JAPAN, 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. * 11 December 2009
DAILY MAIL AND GENERAL TRUST PLC ANNOUNCES ACCEPTANCE AND PRICING DETAILS OF ITS EXCHANGE OFFER
Daily Mail and General Trust plc (the Issuer) today announces the successful close of its invitation (the Exchange Offer) to holders (subject to offer restrictions) of its outstanding 300,000,000 7.5 per cent. Bonds due 2013 (ISIN: XS0109428705) (the 2013 Bonds) to offer to exchange their 2013 Bonds for Sterling-denominated 5.75 per cent. Bonds due 2018 (the New Bonds) to be issued by the Issuer (and to be consolidated and to form a single series with the Issuer's existing 175,000,000 5.75 per cent. Bonds due 2018 (ISIN: XS0170485204) (the Existing 2018 Bonds)).
The Exchange Offer was made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 4 December 2009 (the Exchange Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.
* As at the Expiration Deadline of 5.00 p.m. (London time) on 10 December 2009, 192,200,000 in aggregate principal amount of the 2013 Bonds had been validly offered for exchange in the Exchange Offer. In order to ensure that the New Bonds, and the Existing 2018 Bonds, are not treated as deeply discounted securities for the purposes of Chapter 8 of Part 4 of the Income Tax (Trading and Other Income) Act 2005, the Issuer will not issue New Bonds in an aggregate principal amount of greater than 175,000,000. Accordingly, in light of the final Exchange Ratio and the response to the Exchange Offer, the Issuer has decided to increase the Target Acceptance Amount to 143,500,000, with a resultant Scaling Factor of approximately 0.75. All 2013 Bonds validly offered for exchange in the Exchange Offer by the Expiration Deadline will be accepted for exchange for New Bonds by the Issuer (subject to application of the Scaling Factor, and to each Bondholder having offered at least the Minimum Offer Amount for exchange). * The final pricing details of the Exchange Offer, as determined at or around 12.00 noon (London time) today, 11 December 2009, are as follows: * Exchange Benchmark Security Rate: * New Issue * 2.053% Benchmark * 3.537% Security Rate: * Exchange * 465 bps * New Issue * 475 bps Spread: Spread: * Exchange * 6.815% * New Issue * 8.459% Yield: Yield: * Exchange * 101.899% * New Issue * 83.440% Price: Price: * 2013 Bond * 547.92 per * New Bond * 0.236% Accrued 10,000 in Accrued Interest: principal Interest: amount * Exchange * 1.217780 * Minimum Offer * 70,000 Ratio: Amount (pre-scaling) * Scaling * Approximately Factor: 0.75 * The 2013 Bonds accepted for exchange in the Exchange Offer will be exchanged for 174,703,000 in aggregate principal amount of New Bonds on the Settlement Date. Holders of 2013 Bonds accepted for exchange in the Exchange Offer will also receive an accrued interest payment of 547.92 for each 10,000 in principal amount of such 2013 Bonds. * The expected Settlement Date for the Exchange Offer is 22 December 2009. * HSBC Bank plc (+44 20 7991 5874; [email protected]) is acting as Dealer Manager and Deutsche Bank AG, London Branch is acting as Exchange Agent. * DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer Memorandum comes are required by each of the Issuer, the Dealer Manager and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
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