Land Securities Group PLC Announcement of tender offers to purchase notes (9697U)

TIDMLAND

RNS Number : 9697U

Land Securities Group PLC

24 January 2017

24 January 2017

LAND SECURITIES GROUP PLC

("LAND SECURITIES")

LAND SECURITIES ANNOUNCES TER OFFERS

TO PURCHASE BONDS FOR CASH

Land Securities confirms that its wholly owned subsidiary, Land Securities PLC, has today launched separate invitations to holders of four series of its bonds to tender their notes for cash. The notes have an expected maturity date ranging from 2020 to 2025. In addition, Land Securities PLC has announced its intention to issue two series of new sterling-denominated fixed rate notes.

These transactions are a continuation of Land Securities' disciplined approach to balance sheet management. Since June 2010, almost GBP1.0bn of its bonds have been bought or redeemed ahead of their scheduled maturity dates.

A further release will be issued on 1 February 2017 confirming the results of the tender offers and new issuance.

The following release was issued to the Irish Stock Exchange this morning by Land Securities PLC:

"LAND SECURITIES PLC ANNOUNCES TER OFFERS TO PURCHASE NOTES FOR CASH

Land Securities PLC (the Offeror) has today launched separate invitations to holders of Land Securities Capital Markets PLC's (the Company) outstanding (a) 5.425 per cent. Class A3 Notes due 2022 (ISIN: XS0204778145), (b) 5.391 per cent. Class A4 Notes due 2026 (ISIN: XS0204778905), (c) 5.391 per cent. Class A5 Notes due 2027 (ISIN: XS0204779465) and (d) 4.875 per cent. Class A10 Notes due 2025 (ISIN: XS0269067095) (together, the Notes and each a Series), to tender their Notes for purchase by the Offeror for cash (the Offer and together, the Offers). The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 24 January 2017 (the Tender Offer Memorandum) and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to offer restrictions) available from the Tender Agent as set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

Summary of the Offers

 
 
 Description     Coupon                    Outstanding        Note 
   of the                 ISIN / Common     Principal       Step-Up                Purchase     Amount Subject to the 
    Notes                     Code           Amount*          Date     Benchmark    Spread             Offers 
------------  ---------  --------------  ---------------  ----------  ----------  ----------  ------------------------ 
  Class A3      5.425     XS0204778145    GBP255,275,000   31 March    UKT 4.75     55 bps     The Offeror intends to 
    Notes        per            /                            2020      per cent.                 accept a principal 
                cent.     0204735177814                                  March                  amount of Notes such 
                                                                         2020                   that the total amount 
                                                                                                       payable 
                                                                                                 (excluding Accrued 
                                                                                               Interest) is no greater 
                                                                                                 than GBP600,000,000 
                                                                                               (the Maximum Acceptance 
                                                                                                      Amount), 
                                                                                               subject to the right of 
                                                                                                 the Offeror, in its 
                                                                                                 sole discretion, to 
                                                                                                 accept less than or 
                                                                                                      more than 
                                                                                                   such amount for 
                                                                                                purchase pursuant to 
                                                                                                     the Offers 
  Class A4      5.391     XS0204778905    GBP185,929,000      27       UKT 2.75     55 bps 
    Notes        per       / 020477890                     February    per cent. 
                cent.                                        2024      Sept 2024 
  Class A5      5.391     XS0204779465    GBP582,979,000   31 March    UKT 5.00     65 bps 
    Notes        per       / 020477946                       2025      per cent. 
                cent.                                                    March 
                                                                         2025 
  Class A10     4.875     XS0269067095    GBP298,000,000      29       UKT 2.25     55 bps 
    Notes        per       / 026906709                     September   per cent. 
                cent.                                        2023      Sept 2023 
 

* The stated Outstanding Principal Amount comprises all Notes outstanding, excluding those held by Land Securities PLC.

The Offer will end at 17:00 hours (London time) on 31 January 2017 (the Expiration Deadline) unless extended, amended or terminated early by the Offeror.

The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offers is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

The Company announced today its intention to issue new sterling-denominated fixed rate notes in either one or two series (the New Notes). Whether the Offeror will purchase any Notes validly tendered in the Offers is subject, without limitation, to the pricing of the issue of the New Notes and the signing by the Company and the respective Managers in respect of the New Issue of a subscription agreement for the purchase of, and subscription for, the New Notes (the New Issue Condition). The New Issue Condition may be waived by the Offeror.

Rationale for the Offers

The purpose of the Offers is to provide liquidity to Noteholders and proactively manage the Land Securities Group's balance sheet.

Details of the Offers

In respect of each Series, the Offeror will, on the Tender Offer Settlement Date, pay for Notes of the relevant Series accepted by it for purchase pursuant to the relevant Offer a price (in respect of each Series, the Purchase Price) to be determined at or around 11:00 a.m. (London time) (the Pricing Time) on 1 February 2017 (the Pricing Date) in the manner further described in the Tender Offer Memorandum.

Each Purchase Price will be determined by the Offeror, after consultation with the Dealer Managers, in accordance with market convention and expressed as a percentage of the principal amount of the Notes of the relevant Series (and rounded to the nearest 0.001 per cent. with 0.0005 per cent. being rounded upwards), and is intended to reflect a yield to the Note Step-Up Date of the relevant Series on the Tender Offer Settlement Date based on the relevant Purchase Yield.

Specifically, the Purchase Price applicable to the Notes of a particular Series will equal (a) the value of all remaining payments of principal and interest on the relevant Notes of such Series up to and including the Note Step-Up Date, discounted to the Tender Offer Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) Accrued Interest in respect of the Notes of the relevant Series.

Priority Allocation Requests in Respect of New Notes

New Issue Priority

A Noteholder that wishes to subscribe for New Notes (of either or both Series if more than one Series is issued) in addition to tendering Notes for purchase pursuant to an Offer may receive priority in the allocation of the New Notes, subject to the completion of the relevant Offer, the issue of the New Notes and the satisfaction of the various steps further described in the Tender Offer Memorandum.

Such priority will be given for an aggregate principal amount of New Notes (such amount, a New Issue Priority) of up to the aggregate principal amount of validly tendered Notes subject to: (i) the submission of a valid Tender Instruction which includes a Priority Option Code (such Tender Instruction, a Tender Instruction with Priority Option Code), and (ii) the acceptance for purchase by the Offeror of the Notes so tendered. To receive priority in the allocation of the New Notes, a Noteholder will need to follow the procedures set out in the Tender Offer Memorandum.

For the avoidance of doubt, a Noteholder may request a New Issue Allocation for a principal amount of New Notes that is equal to or less than the aggregate principal amount of Notes the subject of such Noteholder's Tender Instruction with Priority Option Code.

If any Noteholder wishes to subscribe for New Notes or additional New Notes in addition to tendering Notes for purchase by the Offeror, and be eligible to receive New Issue Priority, it must make a separate application to subscribe for such New Notes or additional New Notes to either of the Dealer Managers (each in its capacity as a Manager in respect of the issue of New Notes) in accordance with the standard new issue procedures of such Dealer Manager.

A Noteholder that wishes to tender Notes for purchase pursuant to an Offer but does not wish to receive a New Issue Priority must complete a Tender Instruction with no request for a New Issue Priority (a Tender Only Instruction and, each Tender Only Instruction together with any Tender Instruction with Priority Option Code, the Tender Instructions) in respect of the Notes it wishes to tender for purchase only.

The aggregate principal amount of New Notes, if any, for which priority will be given to any Noteholder will be subject to the sole and absolute discretion of the Offeror and may be less than, equal to or greater than the aggregate principal amount of Notes validly tendered by such Noteholder in the Offers and accepted for purchase by the Offeror and may be less than other investors in the New Notes who did not obtain a Priority Option Code.

Noteholders are solely responsible for determining whether or not to request a Priority Option Code for one or both series of New Notes, and the Dealer Managers shall not have any responsibility to adjust orders in the event that either series of New Notes is oversubscribed, or is not issued by the Company.

Scaling of Tenders of Notes

The Offeror proposes to accept Notes for purchase pursuant to the Offers up to the Maximum Acceptance Amount subject to the right of the Offeror, in its sole discretion, to accept less than or more than such amount for purchase pursuant to the Offers.

If the aggregate principal amount of Tendered Notes is less than the Maximum Acceptance Amount, the Offeror intends to accept all such tendered Notes. If the aggregate principal amount of the Tendered Notes is greater than the Maximum Acceptance Amount, (subject to the right of the Offeror, in its sole discretion, to accept less than or more than such amount for purchase pursuant to the Offers) the Company may accept Notes for purchase on a pro rata basis.

In the circumstances described above in which valid tenders of Notes are to be accepted on a pro rata basis, each such tender of Tendered Notes will be scaled by a scaling factor based on: (A) the amount of the relevant Series of Notes which the Offeror elects to purchase, divided by (B) the aggregate principal amount of the Tendered Notes of that Series.

For the avoidance of doubt, the Offeror will determine the allocation of funds between each Series in its sole discretion, and may purchase considerably less (or none) of some Series than of other Series.

Each tender of Notes that is scaled in this manner will be rounded down to the nearest GBP1,000 in principal amount of Notes.

In the event of any such scaling, the Offeror will only accept tenders of Notes to the extent such scaling will not result in the relevant Noteholder transferring Notes to the Offeror in an aggregate principal amount of less than the minimum denomination of such Notes, being GBP1,000 in the case of the Class A3 Notes, GBP1,000 in the case of the Class A4 Notes, GBP1,000 in the case of the Class A5 Notes and GBP50,000 in the case of the Class A10 Notes. A Noteholder whose Notes are accepted for purchase pursuant to the relevant Offer (including after any scaling) and who, following purchase of the Notes on the Settlement Date, continues to hold in its account with the relevant Clearing System additional Notes in a principal amount of less than the minimum denomination of such Notes (whether by virtue of such scaling or otherwise), would need to purchase a principal amount of the relevant Notes such that its holding equals at least the minimum denomination of such Notes before the relevant Notes it continues to hold may be traded in the Clearing Systems.

Tender Instructions

In order to participate in an Offer, and be eligible to receive the relevant Purchase Price and the relevant Accrued Interest Payment pursuant to such Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5:00 p.m. (London time) on 31 January 2017 (the Expiration Deadline). See "Procedures for participating in the Offers" in the Tender Offer Memorandum for further information.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Expected Timetable of Events

The following table sets out the expected dates and times of the key events relating to the Offers. This is an indicative timetable and is subject to change. All times are London time.

 
                                          Number of Business Days from and 
 Date and time                                  including Launch Date                          Event 
-------------------------------------  --------------------------------------  ------------------------------------- 
 24 January 2017                        Day 1                                   Launch Date 
                                                                                Announcement of Offers and intention 
                                                                                of the Company to issue the New 
                                                                                Notes. Tender Offer Memorandum 
                                                                                available (subject to the offer and 
                                                                                distribution restrictions set out 
                                                                                below) from the Tender 
                                                                                Agent. 
 31 January 2017                        Day 6                                   Expiration Deadline 
 5:00 p.m.                                                                      Final deadline for receipt of valid 
                                                                                Tender Instructions by the Tender 
                                                                                Agent in order for Noteholders 
                                                                                to be able to participate in the 
                                                                                Offers (and apply for New Issue 
                                                                                Priority by submitting valid 
                                                                                Tender Instructions with Priority 
                                                                                Option Codes). 
 1 February 2017                        Day 7 
  At or around 9:00 a.m.                                                         Indicative results announcement 
                                                                                 indicating the aggregate principal 
                                                                                 amount of each Series expected 
                                                                                 to be accepted for purchase. 
                                                                                Pricing 
 At or around 11:00 a.m.                                                        Expected determination of each 
                                                                                Purchase Yield and each Purchase 
                                                                                Price in respect of the Class 
                                                                                A3 Notes, Class A4 Notes, Class A5 
                                                                                Notes and Class A10 Notes. 
 By 4:00 p.m. (the New Issue Pricing                                            Expected pricing of the New Notes. 
 Time on the Pricing Date) 
 As soon as reasonably practicable                                              Announcement of whether (subject to 
 after the Pricing Time                                                         satisfaction (or waiver) of the New 
                                                                                Issue Condition on 
                                                                                or prior to the Tender Offer 
                                                                                Settlement Date) it will accept 
                                                                                valid tenders of Notes pursuant 
                                                                                to any of the Offers and, if so 
                                                                                accepted, in respect of each Series 
                                                                                accepted for purchase 
                                                                                (i) the aggregate principal amount 
                                                                                accepted for purchase, (ii) the 
                                                                                Purchase Yield, (iii) the 
                                                                                Purchase Spread, (iv) the Purchase 

                                                                                Price, (v) the Accrued Interest, 
                                                                                (vi) any applicable scaling 
                                                                                factor and (vii) the Tender Offer 
                                                                                Settlement Date. 
 8 February 2017                        Day 12                                  Expected Settlement Date of Tender 
                                                                                (T+5) 
                                                                                Subject to satisfaction or waiver of 
                                                                                the New Issue Condition, expected 
                                                                                settlement date for 
                                                                                the Offers. 
 8 February 2017                        Day 12                                  New Issue Settlement Date (T+5) 
                                                                                Expected issue of New Notes and 
                                                                                settlement of such new issue 
                                                                                (subject to the satisfaction 
                                                                                of customary conditions precedent to 
                                                                                an issue of euromarket debt 
                                                                                securities). 
 

The above dates and times are subject, where applicable, to the right of the Offeror to extend, re--open, amend, and/or terminate any Offers. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary would require receipt of instructions to participate in the Offer before the deadlines specified above.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers.

Questions and requests for assistance in connection with (i) the Offers, may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions, may be directed to the Tender Agent, the contact details for both of which are set out below.

HSBC Bank plc (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and Lloyds Bank plc (Telephone[phone]; Attention: Liability Management Group; Email: [e-mail]) are acting as Dealer Managers and Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880; Attention: Thomas Choquet / Arlind Bytyqi; Email: [e-mail]) is acting as Tender Agent.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offers. The Dealer Managers will not be responsible to any Noteholders for providing the protections afforded to customers of the Dealer Managers or for advising any other person in connection with the Offers. None of the Offeror, the Company, the Dealer Managers or the Tender Agent makes any recommendation whether Noteholders should tender Notes pursuant to the Offers. None of the Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the Offers, or takes any responsibility for the contents of this announcement or the Tender Offer Memorandum.

Offer and Distribution Restrictions

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 the Offeror and the Dealer Managers to inform themselves about and to observe any such restrictions. Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

United States

The Offers are 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 any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 any persons located or resident in the United States. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, by any person acting for or on the account or benefit of any U.S. Person, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Neither this announcement nor the Tender 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 Notes 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.

Each holder of Notes participating in the Offers will represent that it is not located in the United States and is not participating in an 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 an Offer from the United States. For the purposes of this and the above two paragraphs, United States means 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 and the District of Columbia.

United Kingdom

The communication of this announcement, Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to 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) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers. Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offers has been or will be submitted for clearance to or approved by the Autorité des marchés financiers.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offers are being carried out in Italy as exempted offers 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. Accordingly, Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase pursuant to the Offers 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 1 September 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 Offers.

Ireland

The Offers are not being made, directly or indirectly, to the public in Ireland and no offers or sales of any notes or securities under or in connection with the Offers may be effected and this Tender Offer Memorandum may not be distributed in Ireland except in conformity with the provisions of Irish law including (i) the Companies Act 2014, (ii) the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) and any rules issued under Section 1363 of the Companies Act 2014 by the Central Bank of Ireland, (iii) the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos 1 to 3) (as amended) including, without limitation, Regulations 7 and 152 thereof or any codes of conduct issued in connection therewith, and the provisions of the Investor Compensation Act 1998 (as amended), (iv) the Market Abuse (Directive 2003/6/EC) Regulations 2005 (as amended) and any rules issued under Section 1370 of the Companies Act 2014, and (v) the Central Bank Acts 1942 to 2015 and any codes of conduct rules made under Section 117(1) of the Central Bank Act 1989 (as amended)."

- Ends -

Land Securities Group PLC

Investors

Edward Thacker

T: [phone]

[e-mail]

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January 24, 2017 06:14 ET (11:14 GMT)