Transport For London Final Results of TfL Debt Tender Offer (2655J)

TIDM40CT

RNS Number : 2655J

Transport For London

09 December 2022

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON OR IN OR INTO OR TO ANY PERSON RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT

This announcement is released by Transport for London and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR") as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Joanna Hawkes, Director of Corporate Finance, on behalf of Transport for London.

9 December 2022

Transport for London (the "Issuer") announces today the final results of its separate invitations to the holders of the outstanding notes detailed below (each a "Series" and together the "Notes") to tender such Notes for purchase by the Issuer for cash subject to the satisfaction or waiver of the Financing Condition (each such invitation an "Offer" and, together, the "Offers"). The Issuer announced the indicative results of the Offers earlier today, 9 December 2022.

The Offers were announced on 1 December 2022 and were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 1 December 2022 (the "Tender Offer Memorandum"). Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 16:00 (London time) on 8 December 2022.

Series Acceptance Amounts

The Issuer announces that it has decided to accept, subject to the satisfaction (or waiver) of the Financing Condition on or prior to the Settlement Date, valid tenders of 2025 Notes, 2027-2031 Notes, 2033 Notes, July 2042 Notes, 2045 Notes and 2064 Notes for purchase pursuant to the relevant Offers on the basis set out in the table below.

Pricing and Settlement

Pricing for the Offers took place at or around 12:30 (London time) today. A summary of the final pricing for, and the results of, the Offers is as follows:

 
                                                                                                                                  Amount of 
                                        Aggregate                       Benchmark                                                   Notes 
                                        Principal          Series       Reference                                                outstanding 
   Description of     ISIN / Common     Amount of        Acceptance     Security    Fixed    Repurchase   Purchase   Accrued      following 
       Notes              Code        Notes tendered      Amounts       Yield (1)   Spread   Yield (2)     Price     Interest     settlement 
-------------------  --------------  ---------------  ---------------  ----------  -------  -----------  ---------  ---------  --------------- 
 
 GBP400,000,000       XS1222743061/   GBP166,045,000   GBP166,045,000     3.194      150       4.749       94.273    GBP13.74   GBP233,955,000 
 2.125 per cent.        122274306                                       per cent.    bps      per cent.     per        per 
 Notes due April                                                                                           cent.     GBP1,000 
 2025 (the "2025 
 Notes") 
 GBP200,000,000       XS0248643750/   GBP112,599,000   GBP112,599,000     3.226      120       4.475      100.150    GBP32.05   GBP87,401,000 
 4.500 per cent.        024864375                                       per cent.    bps      per cent.     per        per 
 Notes due                                                                                                 cent.     GBP1,000 
 2027-2031 (the 
 "2027-2031 Notes") 
 GBP300,000,000       XS0969795920/   GBP121,134,000   GBP121,134,000     3.264      115       4.463       96.102    GBP10.41   GBP178,866,000 
 4.000 per cent.        096979592                                       per cent.    bps      per cent.     per        per 
 Notes due                                                                                                 cent.     GBP1,000 
 September 2033 
 (the "2033 Notes") 
 GBP500,000,000       XS0806476544/   GBP73,771,000    GBP73,771,000      3.601      110       4.756       88.903    GBP15.50   GBP426,229,000 
 3.875 per cent.        080647654                                       per cent.    bps      per cent.     per        per 
 Notes due July                                                                                            cent.     GBP1,000 
 2042 (the "July 
 2042 Notes") 
 GBP100,000,000       XS0279542608/        GBP0             GBP0           N/A       N/A        N/A         N/A        N/A      GBP100,000,000 
 4.500 per cent.        027954260 
 Notes due December 
 2042 (the 
 "December 2042 
 Notes") 
 GBP400,000,000       XS0928618569/   GBP63,157,000    GBP63,157,000      3.628      115       4.835       83.639    GBP21.35   GBP336,843,000 
 3.625 per cent.        092861856                                       per cent.    bps      per cent.     per        per 
 Notes due May 2045                                                                                        cent.     GBP1,000 
 (the "2045 Notes") 
 GBP500,000,000       XS1045127393/   GBP178,778,000   GBP178,778,000     3.158      120       4.405       92.328    GBP27.73   GBP321,222,000 
 4.000 per cent.        104512739                                       per cent.    bps      per cent.     per        per 
 Notes due April                                                                                           cent.     GBP1,000 
 2064 (consisting 
 of a first tranche 
 of GBP370,000,000 
 4.000 per cent. 
 Notes due April 
 2064 issued on 7 
 April 2014 and a 
 second tranche of 
 GBP130,000,000 
 4.000 per cent. 
 Notes due April 
 2064 issued on 16 
 May 2014) (the 
 "2064 Notes") 
 

________

1 Semi-annual

2 Annual

In the event that the Financing Condition is satisfied (or waived), settlement of the purchase of the relevant Notes pursuant to the relevant Offers is expected to take place on 16 December 2022.

Notes purchased by the Issuer pursuant to the Offers will be cancelled and will not be re-issued or re-sold. Notes which have not been validly submitted and accepted for purchase pursuant to the relevant Offers will remain outstanding.

Further Information

Any questions or requests for assistance in connection with the Offers may be directed to the Dealer Managers or the Information and Tender Agent at the following telephone number or e-mail address:

HSBC Bank plc (Telephone: [phone]; Email: [e-mail]; Attention: Liability Management, DCM)

NatWest Markets Plc (Telephone: [phone]; Email: [e-mail]; Attention: Liability Management)

Morrow Sodali Limited ( Telephone: [phone]; Email: [e-mail]; Tender Offer Website: https://projects.morrowsodali.com/tfl)

DISCLAIMER

Noteholders must read this announcement 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 this announcement and/or 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 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Notes pursuant to the Offers.

The Dealer Managers are acting exclusively for the Issuer and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and none of the Dealer Managers, the Information and Tender Agent, or any director, officer, employee, agent or affiliate of any such person, will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees or affiliates make any representation or recommendation whatsoever regarding the Offers or any recommendation as to whether Noteholders should tender Notes in the Offers or otherwise participate in the Offers.

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December 09, 2022 09:20 ET (14:20 GMT)