Bruntwood Bond 2 PLC Bruntwood Bond 2 PLC sizing announcement (3833D)

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RNS Number : 3833D

Bruntwood Bond 2 PLC

18 February 2020

The information contained herein may only be released, published or distributed in the United Kingdom, the Republic of Ireland, the Isle of Man, Jersey and the Bailiwick of Guernsey in accordance with applicable regulatory requirements. The information contained herein is not for release, publication or distribution in or into the United States, Australia, Canada, Japan, South Africa or in any other jurisdiction where it is unlawful to distribute this document.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(10) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

SEE "IMPORTANT INFORMATION" BELOW

18 February 2020

BRUNTWOOD BOND 2 PLC (THE "ISSUER")

6 PER CENT. STERLING NOTES DUE 2025 (the "Bonds")

guaranteed by

BRUNTWOOD LIMITED and BRUNTWOOD MANAGEMENT SERVICES LIMITED

Sizing Announcement

Terms used herein shall have the meaning given to them in the Exchange Offer Memorandum and Prospectus published on 28 January 2020 (the "Exchange Offer Memorandum and Prospectus") relating to the Bonds (as defined below).

This announcement constitutes the Sizing Announcement referred in the Exchange Offer Memorandum and Prospectus relating to (i) the proposed offer and issue (the "Cash Offer") by the Issuer of its 6.00 per cent. bonds due 2025 for cash (the "New Bonds"); and (ii) the Issuer's invitation to exchange (the "Exchange Offer") Bruntwood Investments plc's outstanding sterling denominated 6.00 per cent. bonds due 2020 (ISIN: XS0947705215) (the "Existing 2020 Bonds") for the Issuer's 6.00 per cent. bonds due 2025 (the "Exchange New Bonds" and, together with the New Bonds, the "Bonds"). The Bonds will be issued as one series on the Issue Date (as specified below) with ISIN XS2104011304.

The Exchange Offer Memorandum and Prospectus is available for viewing on Bruntwood's website ( https://bruntwood.co.uk/ ) and on the National Storage Mechanism at https://www.morningstar.co.uk/NSM .

The Exchange Offer for the Bonds expired at 12 Noon on 18 February 2020 and the Offer Period relating to the Cash Offer expired at 11 a.m. on 7 February 2020 and accordingly Bonds can no longer be subscribed for nor be obtained by way of application for exchange. Accordingly, this announcement is not an offer to subscribe, tender, sell or exchange any securities.

The Issuer confirms the following in relation to the offer and issue of Bonds

 
 Issue Date:                 25 February 2020 
 Aggregate Nominal Amount:   GBP110,000,000 (of which, GBP58,000,000 
                              were subscribed pursuant to the 
                              Cash Offer, GBP32,872,600 were 
                              subscribed pursuant to the Exchange 
                              Offer and GBP19,127,400 are being 
                              retained in treasury by the Issuer). 
 Estimated Net Proceeds      GBP89,509,511 (being the Aggregate 
                              Nominal Amount of the Bonds at 
                              the Issue Price of 100% less 
                              the fees payable to the Joint 
                              Lead Managers) 
 Estimated Total Expenses    GBP1,363,089 (being the fees 
                              payable to the Joint Lead Managers 
                              described in estimated net proceeds 
                              above but excluding other expenses, 
                              such as expenses relating to 
                              admission to trading of the Bonds) 
 Authorised Distributors     AJ Bell Securities Limited 
                              Equiniti Financial Services Limited 
                              Redmayne-Bentley LLP 
                              iDealing.com Limited 
                              Hargreaves Lansdown Asset Management 
 

In relation to the Exchange Offer, the aggregate nominal amount of Existing 2020 Bonds accepted for exchange by the Issuer is GBP32,872,600. Accordingly, the aggregate nominal amount of Existing 2020 Bonds remaining outstanding (and falling due to be repaid by Bruntwood Investments plc on 24 July 2020) after the Exchange Offer will be GBP17,127,400.

GBP19,127,400 nominal amount of Bonds due to be issued (the "Retained Bonds") on the Issue Date are being retained in treasury by the Issuer. The Issuer has undertaken not to offer or to agree to sell any Retained Bonds (i) prior to 26 August 2020, at any price and (ii) on or after 26 August 2020, at a price of less than 100 per cent. of their nominal amount.

-Ends-

For further information, please see Bruntwood's website at https://bruntwood.co.uk/ or contact:

 
 Kevin Crotty (Chief Financial Officer)    [phone] 
 Sean Davies (Director of Financing 
  & Investment)                            [phone] 
 David Shilson (Lucid Issuer Services)     [phone] 
 

IMPORTANT INFORMATION

This announcement is released by Bruntwood Bond 2 PLC and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to an offer of securities, as described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Kevin Crotty, Chief Financial Officer for Bruntwood Bond 2 PLC.

The Exchange Offer Memorandum and Prospectus is available for viewing at https://bruntwood.co.uk/our-performance/disclaimer/retail-bond-information/ .

Please note that the information contained in the Exchange Offer Memorandum and Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Exchange Offer Memorandum and Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Exchange Offer Memorandum and Prospectus is not addressed. Prior to relying on the information contained in the Exchange Offer Memorandum and Prospectus you must ascertain from the Exchange Offer Memorandum and Prospectus whether or not you are part of the intended addressees of the information contained therein.

The distribution of this announcement and other information in connection with any offer of securities and/or the solicitation of offers for securities in certain jurisdictions may be restricted by law and persons who come into possession of this announcement or any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any jurisdiction.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any securities. This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of Regulation EU 2017/1129 (the "Prospectus Regulation"). Any offer and sale of any securities will be made in compliance with the requirements of the Prospectus Regulation.

Any securities referred to herein will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"). Subject to certain exceptions, such securities may not be offered, sold or delivered within the United States. The Notes, which are in bearer form, are subject to U.S. tax law requirements. Any securities referred to herein would be offered and sold outside of the United States in reliance on Regulation S of the Securities Act. There will be no public offering in the United States.

MiFID Product Governance - Solely for the purposes of the manufacturers' product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, "MiFID II") and (ii) all channels for distribution of the Bonds are appropriate, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer target market assessment) and determining appropriate distribution channels, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.

Legal Entity Identifier: 213800ZX2CGN7UUXYC31

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February 18, 2020 10:50 ET (15:50 GMT)