Eversholt Funding PLC Tender Offer (3643Q)

TIDM95EA

RNS Number : 3643Q

Eversholt Funding PLC

18 June 2020

RBC Europe Limited announces Tender Offer for

Eversholt Funding plc's GBP400,000,000 6.359 per cent. Bonds due 2025

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 OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

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.

18 June 2020. RBC Europe Limited (the Offeror) today announces an invitation to holders of the outstanding GBP400,000,000 6.359 per cent. Bonds due 2025 (ISIN: XS0563638401) of Eversholt Funding plc (the Company) guaranteed by the Guarantors (as defined in the Tender Offer Memorandum) (the Bonds) to tender their Bonds for purchase by the Offeror for cash (the Offer). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 18 June 2020 (the Tender Offer Memorandum), and is 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 distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Company announced today its intention to issue a series of new sterling-denominated fixed rate bonds (the New Bonds) under its GBP3,000,000,000 multicurrency programme for the issuance of bonds. Whether the Offeror will accept for purchase any Bonds validly tendered in the Offer is subject (unless such condition is waived by the Offeror in its sole and absolute discretion), without limitation, to (i) the pricing of the issue of the New Bonds on or prior to the Acceptance Date, (ii) the signing by the Company and BNP Paribas, HSBC Bank plc and RBC Europe Limited (each in its capacity as a joint lead manager of the offering of the New Bonds) and any other manager(s) appointed by the Company in connection with the offering of the New Bonds (together the Joint Lead Managers and each a Joint Lead Manager) of a subscription agreement for the purchase of, and subscription for, the New Bonds and (iii) such subscription agreement remaining in full force and effect as at the Tender Offer Settlement Date (the New Issue Condition).

Rationale for the Offer

The purpose of the Offer together with the New Bonds is to proactively manage upcoming debt redemptions and to extend the average debt maturity profile of the Company.

Details of the Offer

Purchase Price and Accrued Interest

The Offeror will pay for the Bonds validly tendered and accepted by the Offeror for purchase, pursuant to the Offer, a purchase price (the Purchase Price) to be determined at or around 1.00 p.m. (London time) (the Pricing Time) on 25 June 2020 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to the sum (such sum, the Purchase Yield) of a purchase spread of 180 basis points (the Purchase Spread) and the Reference Gilt Rate. The Offeror will also pay an Accrued Interest Payment in respect of Bonds accepted for purchase pursuant to the Offer. The Reference Gilt Rate will be determined using the mid-market yield to maturity (calculated in accordance with standard market practice) of the 2 per cent. UK Treasury Gilt due 7 September 2025 (ISIN: GB00BTHH2R79) at the Pricing Time.

The Purchase Price will be determined by the Offeror, after consultation with the Joint Dealer Managers, in accordance with market convention and expressed as a percentage of the nominal amount of the Bonds (rounded to the nearest 0.001 per cent., with 0.0005 rounded upwards), and is intended to reflect a yield to maturity of the Bonds on the Tender Offer Settlement Date based on the Purchase Yield. Specifically, the Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Bonds up to and including the scheduled maturity date of the Bonds, discounted to the Tender Offer Settlement Date at a discount rate equal to the Purchase Yield, minus (b) Accrued Interest.

Final Acceptance Amount and Scaling

The Offeror currently proposes (subject to satisfaction or waiver of the New Issue Condition) to accept for purchase pursuant to the Offer up to GBP150,000,000 in aggregate nominal amount of the Bonds, although the Offeror reserves the right, in its sole and absolute discretion, to accept significantly less than or significantly more than such amount (or not to accept any Bonds) for purchase pursuant to the Offer (the final aggregate nominal amount of Bonds accepted for purchase pursuant to the Offer being the Final Acceptance Amount). Subject to satisfaction (or waiver) of the New Issue Condition, if the Offeror decides to accept for purchase valid tenders of Bonds pursuant to the Offer and the aggregate nominal amount of Bonds validly tendered pursuant to the Offer is greater than the Final Acceptance Amount, the Offeror intends to accept such validly tendered Bonds for purchase on a pro rata basis as described in the Tender Offer Memorandum.

Allocation of New Bonds

The Offeror has been advised by the Company that when considering allocations of the New Bonds, the Company may (in its sole and absolute discretion) give preference to those Bondholders who, prior to such allocation, have validly tendered or indicated their firm intention to the Company or any of the Joint Dealer Managers to tender their Bonds pursuant to the Offer and subscribe for New Bonds. However, the Company is not obliged to allocate the New Bonds to a Bondholder who has validly tendered or indicated a firm intention to tender the Bonds pursuant to the Offer. Any allocation of the New Bonds, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Bondholder validly tenders Bonds pursuant to the Offer, such Bonds will remain subject to such tender and the conditions of the Offer as set out in the Tender Offer Memorandum irrespective of whether that Bondholder receives all, part or none of any allocation of New Bonds for which it has applied.

Announcement of Results and Pricing

The Offeror intends to announce, prior to the Pricing Time on the Pricing Date, the aggregate nominal amount of Bonds validly tendered pursuant to the Offer, together with a non-binding indication of the level at which the Offeror expects (subject to satisfaction or waiver of the New Issue Condition) to set the Final Acceptance Amount and indicative details of any pro rata scaling that will apply in the event that the Offeror decides to accept (subject to satisfaction or waiver of the New Issue Condition) valid tenders of Bonds pursuant to the Offer.

The Offeror then intends to announce, as soon as reasonably practicable after the Pricing Time on the Pricing Date, whether it will accept (subject to satisfaction or waiver of the New Issue Condition) valid tenders of Bonds pursuant to the Offer and, if so accepted, the Final Acceptance Amount, the Reference Gilt Rate, the Purchase Yield, the Purchase Price, any Scaling Factor and Accrued Interest (expressed as a percentage of the nominal amount of the Bonds).

The Expiration Deadline for the Offer is 4.00 p.m. (London time) on 24 June 2020 and, subject to satisfaction (or waiver) of the New Issue Condition, the expected Tender Offer Settlement Date for the Offer is 29 June 2020. The above times and dates are subject to the right of the Offeror to extend, re-open, amend, waive any condition of and/or terminate the Offer at any time before any acceptance by it of the Bonds tendered for purchase in the Offer (subject to applicable law and as provided in the Tender Offer Memorandum).

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and the Accrued Interest Payment pursuant to, the Offer, Bondholders must validly tender their Bonds by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline, as further described in the Tender Offer Memorandum.

Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the 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.

Tender Instructions must be submitted in respect of a minimum nominal amount of Bonds of no less than GBP100,000, being the minimum denomination of the Bonds, and may be submitted in integral multiples of GBP1,000 thereafter. Tender Instructions which relate to a nominal amount of Bonds of less than GBP100,000 will be rejected. A separate Tender Instruction must be completed on behalf of each beneficial owner.

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

BNP Paribas (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]), HSBC Bank plc (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and RBC Europe Limited (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) in their capacity as Joint Dealer Managers and Lucid Issuer Services Limited (Telephone: [phone]; Attention: Thomas Choquet; Email: [e-mail]) in its capacity as Tender Agent.

This announcement is released by Eversholt Funding 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 the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Andrea Wesson, Chief Financial Officer at Eversholt UK Rails Group.

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 Offer. If any Bondholder 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 and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Bonds 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 Bonds pursuant to the Offer. The Joint Dealer Managers will not be responsible to any Bondholders for providing the protections afforded to customers of the Joint Dealer Managers or for advising any other person in connection with the Offer. None of the Company, the Guarantors, the Offeror, the Joint Dealer Managers, the Tender Agent or any director, officer, employee, agent or affiliate of any such person makes any recommendation as to whether Bondholders should tender Bonds in the Offer, any recommendation whatsoever regarding the Offer or any recommendations as to whether Bondholders should subscribe for New Bonds, and accordingly none of the Joint Dealer Managers, the Tender Agent, the Company, the Guarantors or any director, employee, agent or affiliate of any such person is acting for any Bondholder, or will be responsible to any Bondholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer or the New Bonds.

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 each of the Company, the Guarantors, the Offeror, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes (i) an offer to buy or the solicitation of an offer to sell the Bonds (and tenders of Bonds in the Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful or (ii) an offer to sell or the solicitation of an offer to buy the New Bonds. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any of the Joint Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Joint Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New Bonds to permit a public offering of securities.

United States. The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails 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. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Bonds may not be tendered in the Offer 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 the Tender Offer Memorandum and any other documents or materials relating to the Offer 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 Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by, or by any person acting for the account or benefit of, a person located in the United States 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 to buy or sell, or a solicitation of an offer to sell or buy, any Bonds or other securities in the United States or to U.S. persons (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). 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 Bonds 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 Bonds participating in the Offer will represent that it is not located in the United States and is not participating in the 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 the Offer from the United States. For the purposes of this and the previous 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.

Italy. None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer 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). The Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. Holders or beneficial owners of the Bonds that are located in Italy can tender Bonds for purchase in the Offer 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. 20307 of 15 February 2018, 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 applicable laws and regulations concerning vis-à-vis its clients in connection with the Bonds or the Offer.

United Kingdom. The communication of this announcement is not being made, and has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.

The Tender Offer Memorandum is being distributed and is only addressed to Bondholders where they would (if they were clients of the Offeror) be per se professional clients or per se eligible counterparties of the Offeror within the meaning of the FCA rules. The Tender Offer Memorandum is not addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of the Tender Offer Memorandum should note that the Offeror is acting on its own account in relation to the Offer and will not be responsible to any other person for providing the protections which would be afforded to clients of the Offeror or for providing advice in relation to the Offer.

In addition, this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not for general distribution and must not be passed on to the general public in the United Kingdom. The communication of such documents and materials is made only to and directed only at 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 any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France. The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offer has 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, acting for their own account, 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 Offer. Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

TENKKFBPOBKKBAD

(END) Dow Jones Newswires

June 18, 2020 03:55 ET (07:55 GMT)