NOT
FOR RELEASE, PUBLICATION OR 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 OR THE DISTRICT OF
COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
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 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT
2018 (EUWA).
Pension Insurance Corporation
plc announces results of its tender offers for its
£300,000,000 6.50
per cent. Fixed Rate Subordinated Notes due 2024 and its
£250,000,000 8.00 per cent. Fixed Rate Subordinated Notes due
2026
16
May 2024.
Pension Insurance Corporation
plc (the Company) announces today the results of
its separate invitations to holders of its outstanding (a) £300,000,000 6.50
per cent. Fixed Rate Subordinated Notes due
2024 (ISIN: XS1083983376) (the 2024
Notes); and (b) £250,000,000 8.00 per cent. Fixed Rate Subordinated Notes due
2026 (ISIN: XS1523966197) (the 2026 Notes and, together with the 2024
Notes, the Notes and each a
Series) to tender any and all of their Notes for purchase by the
Company for cash (each an Offer and together the Offers).
The Offers were announced on 8 May
2024 and were made on the terms and subject to the conditions
contained in the tender offer memorandum dated 8 May 2024 (the
Tender Offer Memorandum)
including, without limitation, the satisfaction (or waiver) of the
New Financing Condition.
Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
The Expiration Deadline for the
Offers was 4.00 p.m. (London time) on 15 May 2024.
As at the Expiration Deadline, (i) £172,474,000 in
aggregate nominal amount of the 2024 Notes and (ii) £20,989,000 in
aggregate nominal amount of the 2026 Notes were validly tendered
for purchase pursuant to the Offers.
2024 Notes
Subject to the satisfaction (or
waiver) of the New Financing Condition, the Company will accept for
purchase all 2024 Notes validly tendered pursuant to the relevant
Offer in full, with no pro
rata scaling.
A summary of the final results of
the Offer for the 2024 Notes appears below:
|
Aggregate nominal amount of
2024 Notes accepted for purchase
|
2024 Notes Purchase
Price
|
|
£172,474,000
|
100.125 per cent.
|
2026 Notes
Subject to the satisfaction (or
waiver) of the New Financing Condition, the Company will
accept for purchase all
2026 Notes validly tendered pursuant to the relevant Offer in full,
with no pro rata
scaling.
The Company also confirms that the
Purchase Price it will pay for the 2026 Notes validly tendered and
accepted for purchase will be 104.706 per cent. (based on a Settlement Date of 17 May 2024).
A summary of the final results of,
and pricing for, the Offer for the 2026 Notes appears
below:
|
Aggregate nominal amount of
2026 Notes accepted for purchase
|
2026 Notes Benchmark Security
Rate
|
2026 Notes Purchase
Spread
|
2026 Notes Purchase
Yield
(semi-annual)
|
2026 Notes Purchase
Yield
(annual)
|
2026 Notes Purchase
Price
|
|
£20,989,000
|
4.225 per
cent.
|
160
bps
|
5.825 per
cent.
|
5.910 per
cent.
|
104.706
per cent.
|
General
Subject to the satisfaction (or
waiver) of the New Financing Condition, the Settlement Date in
respect of the Notes accepted for purchase pursuant to the Offers
is expected to be 17 May 2024. Following settlement of the Offers
and cancellation of the relevant Notes accepted for purchase
pursuant to the Offers, £30,152,000 in aggregate nominal amount of
the 2024 Notes and £26,385,000 in aggregate nominal amount of the
2026 Notes will remain outstanding.
The Company will also pay an Accrued
Interest Payment in respect of Notes accepted for purchase pursuant
to the relevant Offer.
J.P. Morgan Securities plc (Tel: +44 20 7134 2468; Attention: EMEA Liability Management
Group; Email: liability_management_EMEA@jpmorgan.com);
Lloyds Bank
Corporate Markets plc (Tel: +44 20
7158 1726/ +44 20 7158 1719; Attention: Liability Management;
Email: lbcmliabilitymanagement@lloydsbanking.com);
Merrill Lynch International
(Tel: +44 20 7996 5420; Attention: Liability Management Group;
Email: DG.LM-EMEA@bofa.com);
and Nomura International
plc (Tel: +44 20 7103 2410 / +44 20 7103 2454; Attention:
Liability Management Group; Email: liability.management@nomura.com)
are acting as Dealer Managers in respect of the
Offers.
Kroll Issuer Services Limited (Tel: +44 20 7704 0880; Attention:
Owen Morris; Email: pic@is.kroll.com;
Offer Website: https://deals.is.kroll.com/pic)
is acting as Tender Agent in respect of the
Offers.
This announcement is made by Pension
Insurance Corporation 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 as it forms
part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information
relating to the Offers described above. For the purposes of UK MAR
and the Implementing Technical Standards, this announcement is made
by Louise Inward, General Counsel at the Company.
LEI: M31AVDIX8NY21MAUQF46
DISCLAIMER This announcement
must be read in conjunction with the Tender Offer Memorandum. No
offer or invitation to acquire any securities is being made
pursuant to this announcement. 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 Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions.