Royal London Royal London announces Tender Offer and New Issue (4072Z)

TIDM41BM TIDM60KE

RNS Number : 4072Z

Royal London

15 May 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

15 May 2023

THE ROYAL LONDON MUTUAL INSURANCE SOCIETY LIMITED ANNOUNCES A CASH TER OFFER FOR THE OUTSTANDING GBP400,000,000 6.125 PER CENT. FIXED RATE RESET CALLABLE GUARANTEED SUBORDINATED NOTES DUE 2043 ISSUED BY RL FINANCE BONDS NO. 2 PLC

The Royal London Mutual Insurance Society Limited (the "Guarantor") today announces its invitation to holders of the outstanding GBP400,000,000 6.125 per cent. Fixed Rate Reset Callable Guaranteed Subordinated Notes due 2043 issued by RL Finance Bonds No. 2 plc (ISIN: XS0998135718) (the "Notes") to tender such Notes for purchase by the Guarantor for cash up to the Maximum Acceptance Amount (as defined below) (such invitation, the "Offer") subject to the satisfaction or waiver of the New Financing Condition (as defined below).

The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 15 May 2023 (the "Tender Offer Memorandum") prepared by the Guarantor 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.

 
   Description        ISIN /        Outstanding     First Call     Purchase      Maximum Acceptance 
   of the Notes        Common         Principal      Date ([1])      Price           Amount ([2]) 
                        Code           Amount 
----------------  --------------  ---------------  ------------  -----------  ------------------------ 
   Fixed Rate       XS0998135718   GBP400,000,000   30 November   100.00 per       Subject as set 
  Reset Callable          /                             2023         cent.        out in the Tender 
    Guaranteed        099813571                                                   Offer Memorandum, 
   Subordinated                                                                 an aggregate principal 
    Notes due                                                                      amount of Notes 
    2043 ([3])                                                                      expected to be 
                                                                                equal to the aggregate 
                                                                                   principal amount 
                                                                                   of the New Notes 
                                                                                  (as defined below) 
 

Rationale for the Offer

The Offer, in conjunction with the issuance of the New Notes (as defined below), is part of the Guarantor's active management of the Royal London group's capital structure. The overall transaction is intended to increase the Royal London group's financial flexibility by establishing access to the Restricted Tier 1 capital market and create additional Tier 2 capital headroom, whilst also offering a liquidity event for current holders of the Notes.

Any Notes acquired by the Guarantor pursuant to the Offer will be cancelled and will not be re-issued or re-sold.

Purchase Price

The Guarantor will pay, for any Notes validly tendered and accepted for purchase pursuant to the Offer (and subject to satisfaction or waiver of the New Financing Condition), a cash purchase price (the "Purchase Price") equal to 100.00 per cent. of the principal amount of the Notes validly tendered and accepted for purchase pursuant to the Offer.

Accrued Interest Payment

The Guarantor will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.

Maximum Acceptance Amount and Scaling of Tenders

The Guarantor proposes to accept for purchase any validly tendered Notes up to a maximum aggregate principal amount equal to the aggregate principal amount of the New Notes (subject to the Guarantor's right to modify such amount at its sole and absolute discretion for any reason, the "Maximum Acceptance Amount") on the terms and subject to the satisfaction or waiver of the New Financing Condition and the other conditions contained in the Tender Offer Memorandum. The Guarantor expects to announce the Maximum Acceptance Amount as soon as practicable following the pricing of the New Notes. The Guarantor reserves the right, in its sole and absolute discretion, to modify or waive the Maximum Acceptance Amount for any reason, as described in "Further Information and Terms and Conditions - Maximum Acceptance Amount and Scaling of Tenders" in the Tender Offer Memorandum, subject to applicable law.

If the Guarantor decides to accept any validly tendered Notes for purchase pursuant to the Offer, and the aggregate principal amount of Notes validly tendered for purchase is greater than the Maximum Acceptance Amount, then, subject in each case to the New Financing Condition being satisfied or waived on or prior to the Settlement Date, the Guarantor intends to accept such Notes for purchase on a pro rata basis such that the aggregate principal amount of Notes accepted for purchase pursuant to the Offer is no greater than the Maximum Acceptance Amount, as further described in the Tender Offer Memorandum.

New Financing Condition

RL Finance Bonds No. 6 plc has announced its intention to issue new sterling-denominated fixed rate reset perpetual restricted tier 1 contingent convertible notes, which will be guaranteed on a subordinated basis by the Guarantor (the "New Notes"), subject to market conditions. Whether or not the Guarantor accepts for purchase any Notes validly tendered in the Offer and completes the Offer is subject, without limitation, to the successful issue (in the sole determination of the Guarantor) of the New Notes (the "New Financing Condition"). The Guarantor reserves the right at any time to waive any or all of the conditions of the Offer (including the New Financing Condition) as set out in the Tender Offer Memorandum.

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

For the avoidance of doubt, the ability to purchase New Notes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Noteholder and the selling restrictions and, if applicable, the exemption wording, that will be set out in the Preliminary Admission Particulars and (once published) the Admission Particulars). It is the sole responsibility of each Noteholder to satisfy itself that it is eligible to purchase the New Notes.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the Admission Particulars and no reliance is to be placed on any representations other than those contained in the Admission Particulars. Subject to compliance with all applicable securities laws and regulations, a preliminary version of the Admission Particulars dated 15 May 2023 (the "Preliminary Admission Particulars") is available from the Dealer Managers, in their capacity as joint lead managers of the issue of the New Notes (the "Joint Lead Managers"), on request. Noteholders who may wish to subscribe for New Notes should carefully consider all of the information in the Preliminary Admission Particulars and (once published) the Admission Particulars, including (but not limited to) the risk factors therein.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. The New Notes may not be offered, sold or delivered 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, within the United States or to, or for the account or benefit of, U.S. persons.

In Canada, the New Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Compliance information for the New Notes: UK MiFIR - professionals / eligible counterparties only / No EEA or UK PRIIPs KID / UK FCA CoCo restriction - UK MiFIR manufacturer target market is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs KID has been or will be prepared as no sales to EEA or UK retail investors. No sales to retail clients (as defined in COBS 3.4) in the UK. See the Preliminary Admission Particulars and (once published) the Admission Particulars for further information.

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

Allocation of the New Notes

When considering the allocation of the New Notes, RL Finance Bonds No. 6 plc may give preference to those Noteholders who, prior to such allocation, have given a firm intention to the Guarantor or any Dealer Manager that they intend to tender their Notes pursuant to the Offer. Therefore, a Noteholder who wishes to subscribe for New Notes in addition to tendering its Notes for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of RL Finance Bonds No. 6 plc, priority in the allocation of the New Notes, subject to the issue of the New Notes, the selling restrictions that will be set out in the Admission Particulars, and such Noteholder making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Notes) in accordance with the standard new issue procedures of such joint lead manager. However, RL Finance Bonds No. 6 plc is not obliged to allocate any New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender the Notes pursuant to the Offer and, if New Notes are allocated, the principal amount thereof may be less or more than the principal amount of Notes tendered by such Noteholder and accepted for purchase by the Guarantor pursuant to the Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being GBP200,000).

All allocations of the New Notes, while being considered by RL Finance Bonds No. 6 plc as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Noteholder validly tenders Notes pursuant to the Offer, such Notes will remain subject to such tender and the conditions of the Offer as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline and each Noteholder therefore should provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Offer and the quantum of Notes that it intends to tender if it wishes to be eligible to receive such priority in the allocation of the New Notes on the terms and subject to the conditions set out 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, 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 4.00 p.m. (London time) on 22 May 2023 (the "Expiration Deadline"). Tender Instructions will be irrevocable, except in the limited circumstances described in the Tender Offer Memorandum.

Only Direct Participants may submit Tender Instructions. Each Noteholder that is not a Direct Participant must arrange for the Direct Participant through which such Noteholder holds its Notes to submit a valid Tender Instruction on its behalf to the relevant Clearing System before the deadlines specified by the relevant Clearing System (which will be earlier than the deadlines specified below).

Expected Timetable of Events

 
 Events                                  Times and Dates 
                                          (All times are London time) 
 Commencement of the Offer 
 Announcement of Offer.                  15 May 2023 
  Tender Offer Memorandum available 
  from the Tender Agent. 
 Pricing of the New Notes 
 Expected pricing of the New             Expected to be prior to the 
  Notes.                                  Expiration Deadline 
 Announcement of Maximum Acceptance 
  Amount 
 Announcement of the Maximum             As soon as reasonably practicable 
  Acceptance Amount.                      following the pricing of the 
                                          New Notes 
 Expiration Deadline 
 Final deadline for receipt              4.00 p.m. on 22 May 2023 
  of valid Tender Instructions 
  by the Tender Agent in order 
  for Noteholders to be able 
  to participate in the Offer. 
 Announcement of Results of 
  the Offer 
 Announcement of whether the             As soon as reasonably practicable 
  Guarantor will accept (subject          on 23 May 2023 
  to satisfaction or waiver of 
  the New Financing Condition 
  on or prior to the Settlement 
  Date) valid tenders of Notes 
  for purchase pursuant to the 
  Offer and, if so accepted, 
  the (i) the aggregate principal 
  amount of the Notes accepted 
  for purchase; and (ii) the 
  Scaling Factor (if any). 
 Settlement Date 
 Subject to satisfaction or              Expected to be 25 May 2023 
  waiver of the New Financing 
  Condition on or prior to such 
  date, the expected Settlement 
  Date for the Offer. Payment 
  of the Purchase Price and Accrued 
  Interest Payments for the Notes 
  accepted for purchase and settlement 
  of such purchases. 
 

The above times and dates are subject to the right of the Guarantor to extend, re-open, amend, and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum). 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, the Offer before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such Intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Unless stated otherwise, announcements in connection with the Offer will be made by the Guarantor by (i) publication through the website of the Regulatory News Service operated by the London Stock Exchange plc; and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

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

BNP Paribas, HSBC Bank plc and Merrill Lynch International are acting as Dealer Managers. Kroll Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers:

 
                 BNP Paribas                        HSBC Bank plc         Merrill Lynch International 
              16, boulevard des                     8 Canada Square           2 King Edward Street 
                   Italiens                         London E14 5HQ              London EC1A 1HQ 
                 75009 Paris                        United Kingdom               United Kingdom 
                    France 
                                                   Telephone: +44 20           Telephone: +44 20 
               Telephone: +33 1                        7992 6237                   7996 5420 
            55 77 78 94 Attention:               Attention: Liability         Attention: Liability 
             Liability Management                   Management, DCM             Management Group 
                    Group                       Email: [e-mail]    Email: [e-mail] 
  Email: [e-mail] 
 

Questions and requests for assistance in connection with Tender Instructions, and requests for documents or materials relating to the Offer, may be directed to Tender Agent:

 
          Kroll Issuer Services Limited 
                     The Shard 
              32 London Bridge Street 
                  London SE1 9SG 
            Telephone: [phone] 
             Attention: Harry Ringrose 
          Email: [e-mail] 
  Website: https://deals.is.kroll.com/royallondon 
 

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 Guarantor, the 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 an offer to buy or a solicitation of an offer to sell the Notes in any circumstances in which such offer or solicitation is unlawful. 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 Dealer Manager 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 Dealer Manager or such affiliate, as the case may be, on behalf of the Guarantor in such jurisdiction.

In addition to the representations referred to below in respect of the United States, each holder of Notes participating in the Offer will also be deemed to give certain representations as to being a Noteholder and generally as set out the Tender Offer Memorandum under the heading "Procedures for Participating in the Offer". Any offer of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Guarantor, the Dealer Managers and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Guarantor determines (for any reason) that such representation is not correct, such tender shall not be accepted.

United States

The Offer is 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. Accordingly, copies of this announcement, 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 a U.S. Person and the Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States. Any purported tender of Notes in the 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, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by 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 Noteholder participating in the Offer will represent that it is not a U.S. Person, 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 and who is not a U.S. Person. 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

This announcement and the Tender Offer Memorandum have been issued by the Guarantor, which is regulated by the Bank of England's Prudential Regulation Authority (" PRA ") and the Financial Conduct Authority (" FCA "), and are being distributed only to existing holders of the Notes, those holders being investment professionals and high net worth companies/unincorporated associations, as defined or described in the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or other persons to whom they can lawfully be communicated under that order. It is not addressed to or directed at any other person, including any retail clients within the meaning of the FCA rules and such other persons should not act or rely on them. Recipients of this announcement and/or the Tender Offer Memorandum should note that the Guarantor is acting on its own account in relation to the Offer and will not be responsible to any other person for providing the protections afforded to clients of the Guarantor or for providing advice in relation to the Offer.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer 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. Noteholders or beneficial owners of the Notes that are located in Italy may tender their Notes in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Legislative Decree No. 58 of 24 February 1998, as amended, Commissione Nazionale per le Società e la Borsa (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 the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offer.

France

The Offer is not being made, and this announcement, the Tender Offer Memorandum and any other offering material relating to the Offer may not be distributed, directly or indirectly, in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended.

Disclaimer

The Dealer Managers do not take responsibility for the contents of this announcement and none of the Guarantor, the Dealer Managers, the Tender Agent, or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Offer or any recommendation as to whether holders of Notes should tender Notes in the Offer. This announcement must be read in conjunction with the Tender Offer Memorandum. No offer to acquire any Notes is being made pursuant to this notice. Any such invitation is only being made in the Tender Offer Memorandum (on the terms described therein) and any tender of Notes should be made solely on the basis of information contained in 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 holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own financial, legal and any other advice, including in respect of any financial, accounting, regulatory, legal and tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

None of the Guarantor, RL Finance Bonds No. 2 plc, the Dealer Managers or the Tender Agent, nor any of their respective directors, officers, employees, agents, advisers or affiliates makes any recommendation to any Noteholder as to whether the Noteholder should tender its Notes, or refrain from taking any action in the Offer with respect to any of such Noteholder's Notes, and none of them has authorised any person to make any such recommendation.

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 AND REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

This announcement is made by the Guarantor 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 as it forms part of UK domestic law by virtue of the EUWA ("UK MAR"), encompassing information relating to the Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Royal London Management Services Limited, company secretary of the Guarantor.

[1] RL Finance Bonds No. 2 plc is entitled, subject to obtaining regulatory consent and to satisfaction of certain conditions, to redeem all (but not some only) of the Notes on 30 November 2023 (the "First Call Date") or any Interest Payment Date (as defined in the terms and conditions of the Notes (the "Conditions")) thereafter at their principal amount, together with any Arrears of Interest (as defined in the Conditions) and any other accrued but unpaid interest to (but excluding) the date of redemption.

[2] The Guarantor reserves the right, in its sole and absolute discretion, to modify or waive the Maximum Acceptance Amount for any reason, as described in "Further Information and Terms and Conditions - Maximum Acceptance Amount and Scaling of Tenders" in the Tender Offer Memorandum.

[3] On the First Call Date, if not redeemed, the interest rate will reset and the Notes will bear interest at a rate which is the sum of 4.321 per cent. per annum and the 5 Year Gilt Rate (as defined in the Conditions).

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May 15, 2023 03:53 ET (07:53 GMT)