barclays announces tender offer for notes … · 1 barclays announces tender offer for notes issued...
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BARCLAYS ANNOUNCES TENDER OFFER FOR NOTES ISSUED BY
YORKSHIRE WATER SERVICES BRADFORD FINANCE LIMITED
NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED
STATES
This announcement does not constitute an invitation to participate in the Tender Offer in or from
any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make
such offer under applicable securities laws or otherwise. The distribution of this announcement in
certain jurisdictions (including the United States, the United Kingdom, Belgium, France and the
Republic of Italy) may be restricted by law. See “Offer Restrictions” below. Persons into whose
possession this document comes are required by Barclays, the Issuer, the Guarantors and the
Dealer Managers (each as defined herein) to inform themselves about, and to observe, any such
restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction
by Barclays, the Issuer, the Guarantors or the Dealer Managers.
London, 4 March 2016.
Barclays Bank PLC (“Barclays”) hereby announces that it is inviting holders of the Sub-Class B1
£450,000,000 6 per cent. Fixed to Floating Rate Guaranteed Bonds due 2025 (ISIN:
XS0504218990) (the “Notes”) issued by Yorkshire Water Services Bradford Finance Limited (the
“Issuer”) and guaranteed by Yorkshire Water Services Limited, Yorkshire Water Services Holdings
Limited, Yorkshire Water Services Finance Limited, Yorkshire Water Services Odsal Finance
Holdings Limited and Yorkshire Water Services Odsal Finance Limited (the “Guarantors”) to
tender their Notes for purchase by Barclays for cash up to the Maximum Purchase Amount (as set
out below) (the “Tender Offer”).
The Tender Offer is being made upon the terms and subject to the conditions contained in a tender
offer memorandum dated 4 March 2016 (the “Memorandum”) prepared in connection with the
Tender Offer, and is subject to the jurisdictional restrictions set out below. Capitalised terms used
in this announcement and not otherwise defined have the meanings ascribed to them in the
Memorandum.
ISIN Maturity
Date
First Optional
Redemption
Date
Minimum
Denomination
Aggregate principal
amount outstanding
Reference
Treasury Security
Repurchase
Spread
Maximum
Purchase Amount
XS0504218990 24 April
2025
24 April 2017 £50,000 £450,000,000 UKT 1.75% due
January 2017
(GB00B3Z3K594)
+130 bps £190,000,000
Barclays proposes to accept for purchase a maximum aggregate principal amount of Notes of
£190,000,000 (the “Maximum Purchase Amount”), subject to the right to increase or decrease
that amount at its sole discretion and for any reason, including but not limited to, the expected size
of an issue of new notes to be issued by the Issuer on or around the Settlement Date (the “New
Issue”). Barclays may, in its sole discretion, extend, amend or terminate the Tender Offer at any
time (subject to applicable law and as provided in the Memorandum).
Purchase Price and Offer Period
Subject to the Minimum Denomination in respect of the Notes, the amount payable per £1,000
principal amount of the Notes will be the sum of (i) the Purchase Price (expressed as a percentage
and as defined herein) in respect of the Notes multiplied by £1,000 and (ii) accrued and unpaid
interest on £1,000 principal amount of the Notes from, and including, the immediately preceding
interest payment date for the Notes up to, but excluding, the Settlement Date (the “Accrued
Interest”).
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The purchase price for the Notes accepted for purchase ("Purchase Price") will be determined in
the manner described in the Memorandum by Barclays by reference to the Repurchase Yield at
the Pricing Time on the Pricing Date.
Each Noteholder may submit, subject to any earlier deadline set by an intermediary and/or each
Clearing System, an Electronic Instruction Notice from and including 4 March 2016 to 4:00 p.m.
London time on 11 March 2016 with respect to the Notes (the “Expiration Deadline”) (the “Offer
Period”). Barclays may extend, amend or terminate the Tender Offer at any time (subject to
applicable law and as provided in the Memorandum).
Acceptance Date and Settlement
Barclays will announce whether or not it will accept any Notes for purchase on the date of the
Announcement of Final Results and Pricing (expected to be as soon as reasonably possible
following the Pricing Time on the Pricing Date. The Pricing Date shall be no later than the fifth
Business Day after the Expiration Deadline).
Barclays is under no obligation to accept any tender of Notes for purchase. The acceptance of
Notes validly tendered and not validly withdrawn pursuant to the Tender Offer for purchase by
Barclays is at the sole discretion of Barclays and tenders of Notes for purchase may be rejected by
Barclays for any reason.
Subject to the preceding paragraph, Barclays will accept Notes validly tendered for purchase until
either (i) it has accepted all of the Notes validly tendered and eligible for purchase, or (ii) the
aggregate principal amount of all Notes which have been accepted is the maximum amount that
can be accepted without exceeding the Maximum Purchase Amount. Where the acceptance of all
Notes validly tendered for purchase would require a greater principal amount of Notes to be
accepted than the Maximum Purchase Amount, Barclays will accept Notes validly tendered for
purchase on a pro-rata basis (as described in the Memorandum in the section “Terms and
Conditions relating to the Tender Offer” under the heading “Acceptance of Notes validly tendered
for purchase; Pro-Rata Allocation”).
Notes which have not been validly accepted and purchased by Barclays will remain outstanding
subject to the terms and conditions of such Notes and will be returned to the respective
Noteholders as soon as possible after the Settlement Date.
To validly tender Notes pursuant to the Tender Offer, a Noteholder should deliver, or arrange to
have delivered on its behalf, via the relevant Clearing System and in accordance with the
requirements of such Clearing System and the procedures set out in the Memorandum in the
section “Procedures for Participating in the Tender Offer”, a valid Electronic Instruction Notice that
is received by the Tender Agent by the Expiration Deadline.
On the Settlement Date (as defined the Memorandum) or, in the event of an extension of the Offer
Period, on such later date as is notified to Noteholders by Barclays, Barclays will pay, or procure
the payment of, the Purchase Price plus Accrued Interest to all Noteholders whose Notes were
validly tendered and accepted for purchase by Barclays in accordance with the terms and subject
to the conditions set out in the Memorandum, subject to receipt of the Notes.
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Expected Transaction Timeline
Commencement of Offer Period
Tender Offer announced. The Memorandum is
available from the Tender Agent, and notice of
the Tender Offer delivered to the Clearing
Systems for communication to Direct
Participants.
4 March 2016
Expiration Deadline
Final deadline for receipt of valid Electronic
Instruction Notices by the Tender Agent in order
for Noteholders to be able to participate in the
Tender Offer.
11 March 2016, 4:00 p.m. (London time)
Announcement of indicative results of Tender Offer
Announcement by Barclays of a non-binding
indication of each of (i) the Maximum Purchase
Amount, (ii) the aggregate principal amount of
Notes which Barclays proposes to accept for
purchase pursuant to the Tender Offer and (iii)
any pro-ration of tenders (if applicable).
Expected to be 14 March 2016
Pricing Date and Pricing Time
Determination of the Reference Yield and
calculation of the Purchase Price.
The Pricing Date shall be the date on which
Barclays determines the Reference Yield in
respect of the Tender Offer and the date on
which the New Issue is priced, such date shall
be no later than the fifth Business Day after the
Expiration Deadline.
The Pricing Time is expected to be at or around
2:00 p.m. (London time) on the Pricing Date, or
at or around such later time at which the New
Issue is priced.
Announcement of Final Results and Pricing
Announcement of whether Barclays will accept
Notes validly tendered for purchase pursuant to
the Tender Offer and; if so accepted, (i) the
Maximum Purchase Amount, (ii) the principal
amount of the Notes accepted for purchase and
any pro-ration factor and (iii) the Purchase Price
and the Accrued Interest for the Notes accepted
for purchase.
As soon as practicably possible following the
Pricing Time on the Pricing Date.
Settlement Date
Payment of the Purchase Price and Accrued
Interest Payment for the Notes accepted for
purchase and settlement of such purchases.
Expected to be the fifth Business Day after the
Pricing Date.
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Further Information
A complete description of the terms and conditions of the Tender Offer is set out in the
Memorandum. Barclays Bank PLC, Banco Santander, S.A. and The Royal Bank of Scotland plc
are the Dealer Managers for the Tender Offer.
Requests for information in relation to the Tender Offer should be directed to:
DEALER MANAGERS
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London
E14 4BB
United Kingdom
Banco Santander, S.A.
Avenida de Cantabria, s/n
28660 Boadilla Del Monte
Madrid
Spain
The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
United Kingdom
Telephone: +44 20 3134 8515
Email: [email protected]
Attn: Liability Management Group
Telephone: +44 20 7756 6909
Email:
Attn: Liability Management
Telephone: +44 20 7085 3781
Email: [email protected]
Attn: Liability Management
Requests for information in relation to the procedures for participating in the Tender Offer
and submitting an Electronic Instruction Notice should be directed to:
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Email: [email protected]
Attention: Paul Kamminga
A copy of the Memorandum is available to eligible persons upon request from the Tender Agent.
Each Noteholder is solely responsible for making its own independent appraisal of all matters as
such Noteholder deems appropriate and each Noteholder must make its own decision as to
whether to tender any or all of its Notes for purchase pursuant to the Tender Offer. None of the
Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates
makes any representation or recommendation whatsoever regarding, or takes any responsibility
for, this announcement or the Memorandum or the Tender Offer, and none of Barclays, the Issuer,
the Guarantors, the Dealer Managers or the Tender Agent or any of their respective bodies,
affiliates, agents or employees makes any recommendation in this announcement or the
Memorandum or otherwise as to whether or not Noteholders should participate in the Tender Offer.
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The Issuer and the Guarantors are aware of, and have no objection to, Barclays making the
Tender Offer upon the terms and subject to the conditions set forth in the Memorandum.
This announcement must be read in conjunction with the Memorandum. This announcement and
the Memorandum contain important information which should be read carefully before any
decision is made with respect to the Tender Offer. If any holder is in any doubt as to the action it
should take, it is recommended to seek its own advice, including as to any tax consequences, from
its stockbroker, bank manager, solicitor, accountant or other independent adviser.
Offer Restrictions
This announcement and the Tender Offer do not constitute an offer to buy or the solicitation of an
offer to sell the Notes in any jurisdiction in which such offer or solicitation is unlawful, and
Electronic Instruction Notices by Noteholders originating from any jurisdiction in which such offer
or solicitation is unlawful will be rejected.
In those jurisdictions where the securities laws or other laws require the Tender Offer to be made
by a licensed broker or dealer, the invitation to participate in the Tender Offer shall be deemed to
be made on behalf of Barclays by one or more registered brokers or dealers licensed under the
laws of such jurisdiction. Neither the delivery of this announcement or the Tender Offer nor any
purchase of Notes shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer or the Guarantors since the date hereof, or that the information
herein is correct as of any time subsequent to the date hereof.
United States
The Tender Offer is not being made, and will not be made, directly or indirectly, in or into, or by
use of the mails, or by any means or instrumentality (including, without limitation: facsimile
transmission, telex, telephone, e-mail and other forms of electronic transmission) of interstate or
foreign commerce, or of any facility of a national securities exchange, of the United States, and
Notes may not be offered for sale by any such use, means, instrumentality or facility from or within
the United States or by persons located or resident in the United States as defined in Regulation S
of the U.S. Securities Act of 1933, as amended (the “Securities Act”). Accordingly, copies of this
announcement, the Memorandum and any related documents are not being and must not be
directly or indirectly distributed, forwarded, mailed, transmitted or sent into or from the United
States (including without limitation by any custodian, nominee, trustee or agent). Persons receiving
this announcement and the Memorandum (including, without limitation, custodians, nominees,
trustees or agents) must not distribute, forward, mail, transmit or send them or any related
documents in, into or from the United States or use such mails or any such means, instrumentality
or facility in connection with the Tender Offer. Any purported tender of Notes in the Tender Offer
made by a resident of the United States, by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the United States, or by any
US person (as defined in Regulation S under the Securities Act) or by use of such mails or any
such means, instrumentality or facility, will not be accepted.
Each holder of Notes participating in the Tender Offer will represent that it is not located in the
United States and is not participating in such Tender Offer from the United States 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 such Tender Offer from the United States.
For purposes of this announcement and the Memorandum, “United States” refers to the United
States of America, its territories and possessions, any State of the United States and the District of
Columbia.
United Kingdom
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This announcement and the Memorandum have been issued by Barclays, which is regulated by
the Financial Conduct Authority (the “FCA”) and is being distributed only to existing holders of the
Notes. The Memorandum is only addressed to such existing holders being investment
professionals and high net worth companies/undertakings each within the meaning of the Financial
Services and Markets Act 2000 (Financial Promotions) Order 2005 (the “Order”), or other persons
to whom it can lawfully be communicated under the Order. The Memorandum is not addressed to
or directed at any other person, including any persons who would be retail clients within the
meaning of the FCA rules and such other persons should not act or rely on it. Recipients of the
Memorandum should note that Barclays is acting on its own account in relation to the Tender Offer
and will not be responsible to any other person for providing the protections, which would be
afforded to clients of Barclays, or for providing advice in relation to the Tender Offer.
Belgium
In Belgium, the Tender Offer will not, directly or indirectly, be made to, or for the account of, any
person other than to qualified investors referred to in Article 10, § 1 of the Belgian law on the
public offering of investment instruments and the admission of investment instruments to trading
on regulated markets dated 16 June 2006 (the “Belgian Prospectus Law”). This announcement,
the Memorandum or any other documentation or material relating to the Tender Offer has not been
and will not be submitted to the Financial Services and Markets Authority (“Authorité des services
et marches financiers / Autoriteit voor financiële diensten en markten”) for approval. Accordingly, in
Belgium, the Tender Offer may not be made by way of a public offer within the meaning of articles
3, §1 and 6 of the Belgian act on public takeover offers dated 1 April 2007 (the “Belgian Takeover
Act”) or as defined in Article 3 of the Belgian Prospectus Law. Therefore, the Tender Offer may
not be promoted vis-à-vis, and are not being made to, any person in Belgium (with the exception of
“qualified investors” within the meaning of article 10, § 1 of the Belgian Prospectus Law that are
acting for their own account). This announcement, the Memorandum and any other documentation
or material relating to the Tender Offer (including memorandums, information circulars, brochures
or similar documents) have not been forwarded or made available to, and are not being forwarded
or made available to, directly or indirectly, any such person. With regard to Belgium, this
announcement and Memorandum have been transmitted only for personal use by the
aforementioned qualified investors and only for the purpose of the Tender Offer. Accordingly, the
information contained in this announcement and the Memorandum may not be used for any other
purpose or be transmitted or disclosed to any other person in Belgium.
Republic of France
The Tender Offer is not being made, directly or indirectly, to the general public in the Republic of
France. This announcement, the Memorandum or any other documentation or material relating to
the Tender Offer (including memorandums, information circulars, brochures or similar documents)
have not been distributed to, and or are not being distributed to, the general public in the Republic
of France. Only (i) persons that provide investment services in the field of portfolio management
for the account of third parties (personnes fournissant le service d’investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) (that are
not individuals) acting for their own account, in each case as defined in or pursuant to articles
L.411, L.411-2 and D.411-1 of the French Code Monétaire et Financier, may participate in the
Tender Offer. The Memorandum has not been submitted to the clearance procedures of the
Authorité des marchés financiers.
Republic of Italy
None of the Tender Offer, this announcement, the Memorandum or any other documents or
materials relating to the Tender Offer have been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and
regulations. The Tender Offer is being carried out in the Republic of Italy as an exempted offer
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pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998,
as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended (the “Issuers' Regulation”), as the case may
be. The Tender Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the
Issuers' Regulation.
A holder of Notes located in the Republic of Italy can tender the Notes through authorised persons
(such as investment firms, banks or financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No.
16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information
duties vis-à-vis its clients in connection with the Notes or the Tender Offer.