4th Dec 2009 08:00
RNS Announcement
Embargoed until: 8.00 a.m. on 4 December 2009
* 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. THE EXCHANGE OFFER IS 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. (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW) * 4 December 2009
DAILY MAIL AND GENERAL TRUST PLC ANNOUNCES EXCHANGE OFFER FOR ITS 300,000,000 7.5 PER CENT. BONDS DUE 2013
Daily Mail and General Trust plc (the Issuer) today announces its invitation to holders (subject to the offer restrictions referred to below) of its outstanding 300,000,000 7.5 per cent. Bonds due 2013 (ISIN: XS0109428705) (the 2013 Bonds) to offer to exchange up to 140,000,000 (subject as set out below) of the 2013 Bonds for Sterling-denominated 5.75 per cent. Bonds due 2018 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 Exchange Offer). The Exchange Offer is made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 4 December 2009 (the Exchange Offer Memorandum).
The Issuer is undertaking the Exchange Offer in order to take advantage of current favourable debt capital market conditions and refinance a portion of the outstanding 2013 Bond issue. The transaction will extend the duration of the Issuer's debt maturity profile, as well as increasing the size and liquidity of the existing 2018 bond issue.
Copies of the Exchange Offer Memorandum are available from the Dealer Manager and the Exchange Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.
* Details of the Exchange Offer * Exchange Price * The Exchange Price will be calculated at or around 12.00 noon (London time) (the Pricing Time) on 11 December 2009 (the Pricing Date) in accordance with market convention and is intended to reflect a yield to maturity of the 2013 Bonds, expressed annually, on the Settlement Date based on the annualised sum (the Exchange Yield) of the exchange spread of 465 basis points and the Exchange Benchmark Security Rate. * Pricing of the New Bonds * The New Issue Spread will be announced by the Issuer on 8 December 2009 and will be used to calculate the New Issue Price. * The New Issue Price will be calculated in accordance with market convention by reference to the annualised sum of the New Issue Spread and the New Issue Benchmark Security Rate (the New Issue Yield) at the Pricing Time on the Pricing Date. The New Issue Price together with the New Issue Coupon of 5.75 per cent. per annum shall provide for a yield on the New Bonds, expressed annually, equal to the New Issue Yield. * Exchange Ratio * The amount of New Bonds each Bondholder whose 2013 Bonds 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 (a) the Exchange Price by (b) the sum of (i) the New Issue Price and (ii) New Bond Accrued Interest. * The Issuer will also pay such Bondholders on the Settlement Date an Accrued Interest Payment and (if applicable) a Cash Rounding Amount. * Target Acceptance Amount and Scaling * The Issuer proposes to accept for exchange pursuant to the Exchange Offer up to 140,000,000 in aggregate principal amount of the 2013 Bonds (the Target Acceptance Amount), subject to the right of the Issuer, in its sole discretion, to increase or decrease this amount at any time. If the aggregate principal amount of 2013 Bonds validly offered for exchange pursuant to the Exchange Offer is greater than the Target Acceptance Amount, the Issuer intends to accept such 2013 Bonds for exchange on a pro rata basis. * Optional Redemption at the option of Bondholders under the New Bond Conditions * The New Bond Conditions do not currently provide holders of the New Bonds with the option to require the Issuer to redeem the New Bonds upon the occurrence of certain events relating to a change of control of the Issuer. However, provided that at least 50,000,000 in aggregate principal amount of the 2013 Bonds are offered for exchange and are accepted for exchange by the Issuer pursuant to the Exchange Offer, the Issuer intends to take all reasonable steps to effect an amendment of the New Bond Conditions (and the conditions of the Issuer's existing 175,000,000 5.75 per cent. Bonds due 2018 with which the New Bonds are to be consolidated and to form a single series) in order to provide holders of the New Bonds (or the existing 2018 Bonds) with such an option, as more fully described in the Exchange Offer Memorandum. * Exchange Instructions * In order to participate in, and be eligible to receive New Bonds pursuant to, the Exchange Offer, Bondholders must validly offer 2013 Bonds for exchange by delivering, or arranging to have delivered on their behalf, a valid Exchange Instruction that is received by the Exchange Agent by the Expiration Deadline. * To participate in the Exchange Offer, each beneficial holder of 2013 Bonds must validly offer for exchange (or have validly offered on its behalf) sufficient 2013 Bonds (the Minimum Offer Amount) such that the aggregate principal amount of the 2013 Bonds accepted for exchange from such Bondholder (following any scaling of such offer for exchange), when multiplied by the Exchange Price, is at least 50,000. * Exchange Instructions will be irrevocable except in the limited circumstances described in the Exchange Offer Memorandum.
Indicative Exchange Offer Timetable
Event Time and Date Exchange Offer Announced 4 December 2009
* Announcement of New Issue Spread * 8 December 2009 * New Issue Spread announced
Expiration Deadline 5.00 p.m. (London time) on 10 December 2009 Final deadline for receipt of valid Exchange Instructions by the Exchange Agent Pricing Time and Pricing Date * At or around 12.00 noon (London) on 11 December Determination of the Benchmark Security Rates, and 2009 calculation of the Exchange Yield, Exchange Price, New Issue Yield, New Issue Price, New Bond Accrued Interest, Exchange Ratio and 2013 Bond Accrued Interest, as applicable
* Announcement of Exchange Offer Results and As soon as reasonably Pricing practicable after the Pricing Time on the Pricing * Announcement of whether the Issuer accepts Date valid offers of 2013 Bonds for exchange pursuant to the Exchange Offer and, if so accepted, of (i) the final aggregate amount of 2013 Bonds accepted for exchange, (ii) details of any scaling, (iii) the final aggregate amount of New Bonds to be issued, and (iv) the Exchange Price, New Issue Price, New Bond Accrued Interest, Exchange Ratio, 2013 Bond Accrued Interest and Minimum Offer Amount
Settlement Date 22 December 2009
* The Issuer may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time (subject to applicable law and as provided in the Exchange Offer Memorandum) and the above times and dates are subject to the right of the Issuer to so extend, re-open, amend and/or terminate the Exchange Offer. * Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold 2013 Bonds when such intermediary would require to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer 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 will be earlier than the relevant deadlines above and in the Exchange Offer Memorandum. * Unless stated otherwise, announcements in connection with the Exchange Offer will be made through RNS. Such announcements may also be (a) found on the relevant Reuters International Insider Screen, (b) made by the delivery of notices to the Clearing Systems for communication to Direct Participants and (c) made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained from the Exchange Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Bondholders are urged to contact the Exchange Agent for the relevant announcements during the course of the Exchange Offer. In addition, holders of 2013 Bonds may contact the Dealer Manager for information using the contact details below. * Bondholders are advised to read carefully the Exchange Offer Memorandum for full details of and information on the procedures for participating in the Exchange Offer. * HSBC Bank plc is acting as Dealer Manager and Deutsche Bank AG, London Branch is acting as Exchange Agent. * Questions and requests for assistance in connection with the Exchange Offer may be directed to the Dealer Manager. * Dealer Manager * HSBC Bank plc * 8 Canada Square * London E14 5HQ * United Kingdom * Telephone: +44 20 7991 5874 * Attention: Liability Management * Email: [email protected] * Questions and requests for assistance in connection with the delivery of Exchange Instructions may be directed to the Exchange Agent. * Exchange Agent * Deutsche Bank AG, London Branch * Winchester House * 1 Great Winchester Street * London EC2N 2DB * United Kingdom * Telephone: +44 207 547 5000 * Fax: +44 207 547 5001 * Attention: Trust & Securities Services * Email: [email protected] * DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offer. If you are in any doubt as to the contents of this announcement or the Exchange 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 2013 Bonds 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 offer 2013 Bonds for exchange pursuant to the Exchange Offer. None of the Dealer Manager, the Exchange Agent or the Issuer makes any recommendation as to whether Bondholders should offer 2013 Bonds for exchange pursuant to the Exchange Offer. * OFFER AND DISTRIBUTION RESTRICTIONS * Neither this announcement nor the Exchange Offer Memorandum constitutes an offer to sell or buy or the solicitation of an offer to sell or buy the 2013 Bonds and/or New Bonds, as applicable (and offers of 2013 Bonds for exchange pursuant to the Exchange Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Exchange Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Exchange Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Issuer in such jurisdiction. * The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Exchange Offer Memorandum comes are required by the Issuer, the Dealer Manager and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
United States
The Exchange Offer is 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, 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 Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer 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 2013 Bonds cannot be offered for exchange in the Exchange Offer by any such use, means, instrumentality or facilities or from within the United States or by U.S. persons. Any purported offer of 2013 Bonds for exchange resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of 2013 Bonds for exchange 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 Exchange 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 Bonds 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. There will be no public offer in the United States. The purpose of this announcement and the Exchange Offer Memorandum is limited to the Exchange Offer and this announcement and the Exchange 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 2013 Bonds participating in the Exchange Offer will represent that it is not located in the United States and is not participating in the Exchange Offer from the United States, that it is participating in the Exchange 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 Exchange 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
* The Exchange Offer is not being made, directly or indirectly, in the Republic of Italy (Italy). The Exchange Offer, this announcement and the Exchange Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of 2013 Bonds are notified that, to the extent such holders are located or resident in Italy, the Exchange Offer is not available to them and they may not offer 2013 Bonds for exchange pursuant to the Exchange Offer nor may the New Bonds be offered, sold or delivered in Italy and, as such, any Exchange Instruction received from or on behalf of such persons shall be ineffective and void, and neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer, the 2013 Bonds or the New Bonds may be distributed or made available in Italy. * Other * The Exchange Offer is not being made, and will not be made, directly or indirectly, to the public in, and is subject to further offer and distribution restrictions in, amongst other countries, the United Kingdom, Belgium, France, Switzerland, the Commonwealth of Australia, Canada and Japan (as more fully set out in the Exchange Offer Memorandum).
DAILY MAIL & GENERAL TRUST PLCRelated Shares:
DMGT.L