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Results of Belong tender offer

27th Jun 2025 10:21

RNS Number : 7615O
RCB Bonds PLC
27 June 2025
 

DISCLAIMER - INTENDED ADDRESSEES

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 (THE UK MARKET ABUSE REGULATION)

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 OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT

27 June 2025

RCB Bonds PLC announces final results of tender offer

made by Belong Limited for RCB Bonds PLC's £50,000,000 4.5 per cent. Bonds due 20 June 2026 secured on a loan to Belong Limited

RCB Bonds PLC (the Issuer) today announces the final results of the invitation made by Belong Limited (a registered society under the Co-operative and Community Benefit Societies Act 2014, registered in England and Wales with registered number and suffix 27346R (the Offeror)) to holders (the Bondholders) of the Issuer's outstanding £50,000,000 4.5 per cent. bonds due 20 June 2026 secured on a loan to the Offeror and bearing ISIN: XS1821505259 (the Bonds) to tender any and all such Bonds for purchase by the Offeror for cash subject to the satisfaction (or waiver) of the New Financing Condition (the Offer).

The Offer was announced by the Issuer on 2 June 2025 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 2 June 2025 (the Tender Offer Memorandum) prepared by the Offeror and communicated to the Bondholders by the Issuer.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Participation as at the Expiration Deadline

The Expiration Deadline of the Offer was 4.00 p.m. (London time) on 23 June 2025. As at the Expiration Deadline, the Offeror had received valid Tender Instructions in respect of £39,519,300 in aggregate principal amount of the Bonds.

Results of the Offer

The Maximum Acceptance Amount, as defined in the Tender Offer Memorandum, is £25,000,000, although the Offeror, pursuant to the Tender Offer Memorandum, has sole discretion to accept an amount greater than the Maximum Acceptance Amount.

As a result of the positive response to the Offer, the Offeror has accepted £27,996,600 as the Final Acceptance Amount. The amount of Priority Bonds accepted is £20,937,500 and the amount of Tender Only Bonds accepted is £7,059,100. The pro-ration factor applied in relation to the Tender Only Bonds was 38 per cent.

Accordingly, subject to the satisfaction (or waiver) of the New Financing Condition, the Offeror will accept for purchase at the Purchase Price Bonds that are the subject of valid Tender Instructions up to £27,996,600 in principal amount of the Bonds. £22,003,400 in aggregate principal amount of the Bonds will remain outstanding following settlement of the Offer. The Offeror will also pay an Accrued Interest Payment in respect of such Bonds, as described in the Tender Offer Memorandum.

The expected Settlement Date for the Offer, subject to satisfaction (or waiver) of the New Financing Condition, is 8 July 2025. As at the date of this announcement, the New Financing Condition has neither been satisfied nor waived.

Dealer Manager

Allia C&C Ltd

Henrietta Podd

+44 20 3039 3452

Tender Agent

Kroll Issuer Services Limited

Owen Morris

+44 20 7704 0880

[email protected]

https://deals.is.kroll.com/belong

 

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Manager whose contact details are set out above.

This announcement contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the UK Market Abuse Regulation, encompassing information relating to the Offer described above. For the purposes of the UK Market Abuse Regulation, this announcement is made by John Tattersall, Chair, RCB Bonds PLC.

LEI Number: 21380081925ENBZ6KM68

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Issuer, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

 

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