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Tender Offer for 10% and 5 3/4% Bonds

22nd Sep 2014 09:46

DAILY MAIL & GENERAL TRUST PLC - Tender Offer for 10% and 5 3/4% Bonds

DAILY MAIL & GENERAL TRUST PLC - Tender Offer for 10% and 5 3/4% Bonds

PR Newswire

London, September 22

Daily Mail and General Trust plc Announces Tender Offer for its £165,000,000 10 per cent. Bonds due 2021 and £349,703,000 5.75 per cent. Bonds due 2018 NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THEUNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THEU.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERNMARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIAOR IN ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DISTRIBUTE THISDOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW) 22 September 2014. Daily Mail and General Trust plc (the Company) announcedtoday its invitation to holders of its outstanding £165,000,000 10 per cent.Bonds due 2021 (the 2021 Bonds) and its outstanding £349,703,000 5.75 percent. Bonds due 2018 (the 2018 Bonds and, together with the 2021 Bonds, theBonds) to tender their Bonds for purchase by the Company for cash (each suchinvitation an Offer and together the Offers). Each Offer is being made on theterms and subject to the conditions contained in the tender offer memorandumdated 22 September 2014 (the Tender Offer Memorandum) prepared by the Company,and is subject to the offer restrictions set out below and as more fullydescribed in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to distributionrestrictions) available from the Tender Agent as set out below. Capitalisedterms used in this announcement but not defined have the meanings given tothem in the Tender Offer Memorandum. Rationale for the Offers The rationale of the Offers is for the Company to manage the re-financing riskand the currency and interest rate profile of its indebtedness. Details of the Offers In respect of each Series, the Company will pay for Bonds of such Seriesaccepted by it for purchase pursuant to the relevant Offer a price (each aPurchase Price) to be determined at or around 10.00 a.m. (London time) (thePricing Time) on 30 September 2014 (the Pricing Date) in the manner describedin the Tender Offer Memorandum by reference to: (a) in the case of the 2021 Bonds, the annualised sum (such sum, the 2021 Bonds Purchase Yield) of a purchase spread of +110 bps (the 2021 Bonds Purchase Spread) and the 2021 Benchmark Security Rate; and (b) in the case of the 2018 Bonds, the annualised sum (such sum, the 2018 Bonds Purchase Yield and, together with the 2021 Bonds Purchase Yield, the Purchase Yields and each a Purchase Yield) of a purchase spread of +110 bps (the 2018 Bonds Purchase Spread and, together with the 2021 Bonds Purchase Spread, the Purchase Spreads and each a Purchase Spread) and the 2018 Benchmark Security Rate. Each Purchase Price will be determined in accordance with market convention,and is intended to reflect a yield to maturity of the Bonds of the relevantSeries on the Settlement Date based on the relevant Purchase Yield.Specifically, the Purchase Price applicable to the Bonds of a particularSeries will equal (a) the value of all remaining payments of principal andinterest on the relevant Series up to and including the scheduled maturitydate of the relevant Series, discounted to the Settlement Date at a discountrate equal to the relevant Purchase Yield, minus (b) Accrued Interest for suchSeries. The Company will also pay an Accrued Interest Payment in respect of Bondsaccepted for purchase pursuant to the Offers. Subject as described below, the Company's current intention is to accept validtenders of Bonds pursuant to the Offers up to an aggregate nominal amount of£100,000,000 with the acceptance of valid tenders of 2021 Bonds prioritisedover the acceptance of valid tenders of 2018 Bonds. The aggregate nominal amount of 2021 Bonds outstanding is currently£100,000,000. Accordingly, if the Company decides to accept valid tenders ofany 2021 Bonds for purchase pursuant to the relevant Offer it will accept forpurchase all of the 2021 Bonds that are validly tendered (the aggregatenominal amount of such validly tendered and accepted 2021 Bonds being the 2021Bonds Acceptance Amount), with no pro rata scaling. If the Company decides to accept any 2018 Bonds for purchase, the Companyproposes that the aggregate nominal amount of such 2018 Bonds (if any) whichit will accept for purchase pursuant to the relevant Offer will be an amountof up to (a) £100,000,000 less (b) the 2021 Bonds Acceptance Amount, althoughthe Company reserves the right, in its sole discretion, to acceptsignificantly more or significantly less than (or none of) such amount of 2018Bonds for purchase pursuant to the relevant Offer (the final nominal amountaccepted for purchase pursuant to such Offer being the 2018 Bonds AcceptanceAmount). In respect of the 2018 Bonds, if the Company accepts any 2018 Bonds forpurchase pursuant to the relevant Offer and the aggregate nominal amount ofsuch 2018 Bonds validly tendered is greater than the 2018 Bonds AcceptanceAmount, the Company intends, as more particularly described in the TenderOffer Memorandum, to accept such 2018 Bonds for purchase on a pro rata basissuch that the aggregate nominal amount of such 2018 Bonds accepted forpurchase pursuant to the relevant Offer is no greater than such 2018 BondsAcceptance Amount. A summary of certain of the terms of the Offers appears below: Amount subject to the ISIN Outstanding Benchmark Purchase relevant / Common Code Nominal Amount Security Spread Offer 2021 Bonds XS0064908592/ £100,000,000 3.75 per +110 bps Any and all 006490859 cent. UK Treasury Stock due 7 September 2021 (ISIN: GB00B4RMG977) 2018 Bonds XS0170485204/ £275,001,000* 5.00 per +110 bps Subject as 017048520 cent. UK set out in Treasury the Tender Stock due 7 Offer March 2018 Memorandum, (ISIN: an aggregate GB00B1VWPC84) nominal amount up to (a) £100,000,000 less (b) the aggregate nominal amount of the 2021 Bonds validly tendered and accepted by the Company *Excluding £74,702,000 in aggregate nominal amount of the 2018 Bonds which arecurrently held by the Company. Tender Instructions In order to participate in, and be eligible to receive the relevant PurchasePrice and Accrued Interest Payment pursuant to, the relevant Offer, Holdersmust validly tender their Bonds by delivering, or arranging to have deliveredon their behalf, a valid Tender Instruction that is received by the TenderAgent by 4.00 p.m. (London time) on 29 September 2014. Tender Instructionswill be irrevocable except in the limited circumstances described in theTender Offer Memorandum. Tender Instructions must be submitted in respect of a minimum nominal amountof Bonds of the relevant Series of no less than the minimum denomination ofsuch Series (being £1,000 in the case of the 2018 Bonds and £10,000 in thecase of the 2021 Bonds), and may be submitted in integral multiples of suchminimum denomination. A separate Tender Instruction must be completed by each beneficial owner. Indicative Timetable for the Offers Events Times and Dates (All times are London time) Commencement of the OffersOffers announced. Tender Offer Memorandum available from the Tender Agent Monday, 22 September 2014 Expiration DeadlineDeadline for receipt of valid Tender Instructions by the Tender Agent in order for 4.00 p.m. onHolders to be able to participate in the Offers Monday, 29 September 2014 Pricing Date and Pricing TimeDetermination of the 2021 Benchmark Security Rate, the 2018 Benchmark Security Rate, Tuesday, 30 September 2014 ateach Purchase Yield and each Purchase Price or around 10.00 a.m. Announcement of Results and PricingAnnouncement of whether the Company will accept for purchase Bonds validly tendered As soon as reasonablypursuant to either or both of the Offers and, if so accepted, the 2021 Bonds practicable after the PricingAcceptance Amount, the 2021 Benchmark Security Rate, the 2018 Bonds Acceptance Amount, Time on the Pricing Datethe 2018 Benchmark Security Rate, each Purchase Yield, each Purchase Price and anyScaling Factor (if applicable). Settlement DateExpected Settlement Date for the Offers Wednesday, 1 October 2014 The Company may, in its sole discretion, extend, re-open, amend, waive anycondition of or terminate either or both Offer at any time (subject toapplicable law and as provided in the Tender Offer Memorandum) and the abovetimes and dates are subject to the right of the Company to so extend, re-open,amend and/or terminate the Offers. Holders are advised to check with any bank, securities broker or otherintermediary through which they hold Bonds when such intermediary would needto receive instructions from a Holder in order for that Holder to be able toparticipate in, or (in the limited circumstances in which revocation ispermitted) revoke their instruction to participate in, the Offers by thedeadlines set out above. The deadlines set by any such intermediary and eachClearing System for the submission and withdrawal of Tender Instructions willbe earlier than the relevant deadlines set out above and in the Tender OfferMemorandum. Unless stated otherwise, announcements in connection with the Offers will bemade (i) by publication through RNS and (ii) by the delivery of notices to theClearing Systems for communication to Direct Participants. Such announcementsmay also be found on the relevant Reuters Insider Screen and be made by theissue of a press release to a Notifying News Service. Copies of all suchannouncements, press releases and notices can also be obtained upon requestfrom the Tender Agent, the contact details for which are below. Significantdelays may be experienced where notices are delivered to the Clearing Systemsand Holders are urged to contact the Tender Agent for the relevantannouncements during the course of the Offers. In addition, Holders maycontact the Dealer Manager for information using the contact details below. Holders are advised to read carefully the Tender Offer Memorandum for fulldetails of and information on the procedures for participating in the Offers. Lloyds Bank plc and The Royal Bank of Scotland plc are acting as DealerManagers for the Offers and Lucid Issuer Services Limited is acting as TenderAgent. Questions and requests for assistance in connection with the Offers may bedirected to the Dealer Managers. The Dealer Managers Lloyds Bank plc The Royal Bank of Scotland plc 10 Gresham Street 135 Bishopsgate London EC2V 7AE London EC2M 3UR United Kingdom United Kingdom Telephone: +44 20 7158 2720 Telephone: +44 20 7085 8056 / +44 20 7678 9896 Attention: Liability Management Group Attention: Liability Management Group Email: [email protected] Email: [email protected] Questions and requests for assistance in connection with the delivery ofTender Instructions may be directed to the Tender Agent. The Tender Agent Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Telephone: +44 20 7704 0880 Attention: David Shilson Email: [email protected] DISCLAIMER This announcement must be read in conjunction with the Tender OfferMemorandum. This announcement and the Tender Offer Memorandum containimportant information which should be read carefully before any decision ismade with respect to the Offers. If any Holder is in any doubt as to theaction it should take, it is recommended to seek its own financial advice,including in respect of any tax consequences, from its stockbroker, bankmanager, solicitor, accountant or other independent financial or legaladviser. Any individual or company whose Bonds are held on its behalf by abroker, dealer, bank, custodian, trust company or other nominee must contactsuch entity if it wishes to tender such Bonds pursuant to the relevantOffer(s). None of the Company, the Dealer Manager or the Tender Agent makesany recommendation whether Holders should tender Bonds pursuant to the Offers. OFFER AND DISTRIBUTION RESTRICTIONS The distribution of this announcement and the Tender Offer Memorandum incertain jurisdictions may be restricted by law. Persons into whose possessionthis announcement and/or the Tender Offer Memorandum comes are required byeach of the Company, the Dealer Manager and the Tender Agent to informthemselves about, and to observe, any such restrictions. Neither thisannouncement nor the Tender Offer Memorandum constitutes an offer to buy or asolicitation of an offer to sell the Bonds (and tenders of Bonds in an Offerwill not be accepted from Holders) in any circumstances in which such offer orsolicitation is unlawful. In those jurisdictions where the securities, bluesky or other laws require an Offer to be made by a licensed broker or dealerand the Dealer Manager or any of its affiliates is such a licensed broker ordealer in any such jurisdiction, such Offer shall be deemed to be made by theDealer Manager or such affiliate, as the case may be, on behalf of the Companyin such jurisdictions. United States. The Offers are not being made, and will not be made, directlyor indirectly in or into, or by use of the mails of, or by any means orinstrumentality of interstate or foreign commerce of, or of any facilities ofa national securities exchange of, the United States. This includes, but isnot limited to, facsimile transmission, electronic mail, telex, telephone, theinternet and other forms of electronic communication. The Bonds may not betendered in the Offers by any such use, means, instrumentality or facilityfrom or within the United States or by persons located or resident in theUnited States. Accordingly, copies of the this announcement and the TenderOffer Memorandum and any other documents or materials relating to the Offersare not being, and must not be, directly or indirectly, mailed or otherwisetransmitted, distributed or forwarded (including, without limitation, bycustodians, nominees or trustees) in or into the United States or to anypersons located or resident in the United States. Any purported tender ofBonds in an Offer resulting directly or indirectly from a violation of theserestrictions will be invalid and any purported tender of Bonds made by aperson located in the United States or any agent, fiduciary or otherintermediary acting on a non-discretionary basis for a principal givinginstructions from within the United States will be invalid and will not beaccepted. Each holder of Bonds participating in an Offer will represent thatit is not located in the United States and is not participating in such Offerfrom the United States, or it is acting on a non-discretionary basis for aprincipal located outside the United States that is not giving an order toparticipate in such Offer from the United States. For the purposes of thisparagraph, United States means the United States of America, its territoriesand possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,American Samoa, Wake Island and the Northern Mariana Islands), any state ofthe United States of America and the District of Columbia. Italy. None of the Offers, this announcement, the Tender Offer Memorandum orany other document or materials relating to the Offers have been submitted tothe clearance procedures of the Commissione Nazionale per le Società e laBorsa (CONSOB) pursuant to Italian laws and regulations. The Offers are beingcarried out in Italy as exempted offers pursuant to article 101-bis, paragraph3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (theFinancial Services Act) and article 35-bis, paragraph 4 of CONSOB RegulationNo. 11971 of 14 May 1999, as amended. Accordingly, Holders or beneficialowners of the Bonds that are located in Italy can tender Bonds for purchasepursuant to the Offers through authorised persons (such as investment firms,banks or financial intermediaries permitted to conduct such activities inItaly in accordance with the Financial Services Act, CONSOB Regulation No.16190 of 29 October 2007, as amended from time to time, and Legislative DecreeNo. 385 of 1 September 1993, as amended) and in compliance with applicablelaws and regulations or with requirements imposed by CONSOB or any otherItalian authority. United Kingdom. The communication of this announcement, the Tender OfferMemorandum and any other documents or materials relating to the Offers is notbeing made and such documents and/or materials have not been approved by anauthorised person for the purposes of section 21 of the Financial Services andMarkets Act 2000. Accordingly, such documents and/or materials are not beingdistributed to, and must not be passed on to, the general public in the UnitedKingdom. The communication of such documents and/or materials as a financialpromotion is only being made to, and may only be acted upon by, those personsin the United Kingdom falling within the definition of investmentprofessionals (as defined in Article 19(5) of the Financial Services andMarkets Act 2000 (Financial Promotion) Order 2005 (the Financial PromotionOrder)) or persons who are within Article 43 of the Financial Promotion Orderor any other persons to whom it may otherwise lawfully be made under theFinancial Promotion Order. France. The Offers are not being made, directly or indirectly, to the publicin the Republic of France (France). None of this announcement, the TenderOffer Memorandum or any other document or material relating to the Offers havebeen or shall be distributed to the public in France and only (i) providers ofinvestment services relating to portfolio management for the account of thirdparties (personnes fournissant le service d'investissement de gestion deportefeuille pour compte de tiers) and/or (ii) qualified investors(investisseurs qualifiés), other than individuals, acting for their ownaccount, all as defined in, and in accordance with, Articles L.411-1, L.411-2and D.411-1 of the French Code monétaire et financier, are eligible toparticipate in the Offers. Neither this announcement nor the Tender OfferMemorandum have been or will be submitted for clearance to or approved by theAutorité des Marchés Financiers. Belgium. None of this announcement, the Tender Offer Memorandum or any otherdocuments or materials relating to the Offers have been submitted to or willbe submitted for approval or recognition to the Belgian Financial Services andMarkets Authority (Autoriteit voor Financiële Diensten en Markten / FinancialServices and Markets Authority) and, accordingly, neither Offer may be made inBelgium by way of a public offering, as defined in Articles 3 and 6 of theBelgian Law of 1 April 2007 on public takeover bids. Accordingly, neitherOffer may be advertised and neither Offer will be extended, and none of thisannouncement, the Tender Offer Memorandum or any other documents or materialsrelating to the Offers (including any memorandum, information circular,brochure or any similar documents) has been or shall be distributed or madeavailable, directly or indirectly, to any person in Belgium other than"qualified investors" in the sense of Article 10 of the Belgian Law of 16 June2006 on the public offer of placement instruments and the admission to tradingof placement instruments on regulated markets (as amended from time to time),acting on their own account. Insofar as Belgium is concerned, thisannouncement and the Tender Offer Memorandum have been issued only for thepersonal use of the above qualified investors and exclusively for the purposeof the Offers. Accordingly, the information contained in this announcement andthe Tender Offer Memorandum may not be used for any other purpose or disclosedto any other person in Belgium.

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