TIDM40CT
RNS Number : 2479I
Transport For London
01 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.
1 December 2022
Transport for London (the "Issuer") has today launched separate
invitations to the holders of the outstanding notes detailed below
(each a "Series" and together the "Notes") to tender a portion of
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 Offers are made on the terms and subject to the conditions
set out in the Tender Offer Memorandum dated 1 December 2022 (the
"Tender Offer Memorandum") and are subject to the offer and
distribution restrictions set out below and as described in the
Tender Offer Memorandum. Copies of the Tender Offer Memorandum are
available, subject to eligibility confirmation and registration,
from the Tender Offer Website
(https://projects.morrowsodali.com/tfl). Noteholders are advised to
read carefully the Tender Offer Memorandum for full details of, and
information on the procedures for participating in, the Offers.
Capitalised terms used and not otherwise defined in this
announcement have the meanings given to them in the Tender Offer
Memorandum.
Aggregate
Principal Benchmark Target
ISIN / Amount Reference Fixed Acceptance
Description of Notes Common Code Outstanding Security Spread Amount
---------------------------- ----------------------- --------------- --------------- -------- -------------------
GBP400,000,000 2.125 per XS1222743061/122274306 GBP400,000,000 0.625 per 150
cent. Notes due April 2025 cent. UK bps
(the "2025 Notes") Treasury
Gilt due
7 June 2025
(ISIN:
GB00BK5CVX03)
GBP200,000,000 4.500 per XS0248643750/024864375 GBP200,000,000 0.50 per 120
cent. Notes due 2027-2031 cent. UK bps
(the "2027-2031 Notes") Treasury
Gilt due
31 January
2029
(ISIN:
GB00BLPK7227)
GBP300,000,000 4.000 per XS0969795920/096979592 GBP300,000,000 0.875 per 115
cent. Notes due September cent. UK bps
2033 (the "2033 Notes") Treasury
Gilt due
31 July
2033
(ISIN:
GB00BM8Z2S21)
GBP500,000,000 3.875 per XS0806476544/080647654 GBP500,000,000 4.50 per 110
cent. Notes due July 2042 cent. UK bps
(the "July 2042 Notes") Treasury
Gilt due
7 December
2042
(ISIN:
GB00B1VWPJ53)
GBP100,000,000 4.500 per XS0279542608/027954260 GBP100,000,000 4.50 per 110
cent. Notes due December cent. UK bps
2042 (the "December 2042 Treasury
Notes") Gilt due
7 December
2042
(ISIN:
GB00B1VWPJ53)
GBP400,000,000 3.625 per XS0928618569/092861856 GBP400,000,000 3.50 per 115
cent. Notes due May 2045 cent. UK bps
(the "2045 Notes") Treasury
Gilt due
22 January
2045
(ISIN:
GB00BN65R313)
GBP500,000,000 4.000 per XS1045127393/104512739 GBP500,000,000 0.50 per 120
cent. Notes due April 2064 cent. UK bps The Target
(consisting of a first Treasury Acceptance
tranche of GBP370,000,000 Gilt due Amount
4.000 per cent. Notes due 22 October will be
April 2064 issued on 7 2061 GBP800,000,000
April 2014 and a second (ISIN: (subject
tranche of GBP130,000,000 GB00BMBL1D50) as set
4.000 per cent. Notes due out in
April 2064 issued on 16 May the Tender
2014) (the "2064 Notes") Offer Memorandum)
THE OFFERS COMMENCE ON 1 DECEMBER 2022 AND WILL EXPIRE AT 16:00
(LONDON TIME) ON 8 DECEMBER 2022 (THE "EXPIRATION DEADLINE"),
UNLESS EXTED, WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE
ISSUER. TER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE WITHDRAWN
EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TER OFFER
MEMORANDUM UNDER THE HEADING "AMMENT AND TERMINATION".
Custodians, Direct Participants and Clearing Systems will have
deadlines for receiving instructions prior to the Expiration
Deadline and Noteholders should contact the intermediary through
which they hold their Notes as soon as possible to ensure proper
and timely delivery of instructions.
Rationale for the Offer
The Offers are being undertaken as part of the Issuer's balance
sheet management and to reduce net debt, as well as providing
liquidity to holders of the Notes.
Purchase Price
The price payable for Notes of a Series accepted for purchase
(in respect of each Series, the "Purchase Price") will be
calculated at or around the Pricing Time on the Pricing Date, in
accordance with the market standard convention, by reference to the
annualised sum (in respect of each Series, the "Repurchase Yield")
of the fixed spread in respect of that Series, as specified in the
table above (in respect of each Series, the "Fixed Spread"), and
the relevant Benchmark Reference Security Yield, expressed as a
percentage and rounded to the third decimal place (with 0.0005
being rounded upwards). Specifically, the Purchase Price for each
Series will equal (a) the value of all remaining payments of
principal and interest on Notes of the relevant Series up to and
including the maturity date for the relevant Notes, discounted to
the Settlement Date at a discount rate equal to the Repurchase
Yield, minus (b) Accrued Interest.
In respect of any Notes accepted for purchase, the Issuer will
also pay an amount equal to any accrued and unpaid interest on the
relevant Notes from, and including, the interest payment date for
the relevant Series immediately preceding the Settlement Date up
to, but excluding, the Settlement Date, which is expected to be 16
December 2022.
Notes repurchased by the Issuer pursuant to the Offers will be
cancelled. Notes which have not been validly tendered and accepted
for purchase pursuant to the Offers will remain outstanding after
the Settlement Date subject to their respective terms.
Target Acceptance Amount
The Issuer proposes to accept Notes for purchase up to a maximum
aggregate principal amount of GBP800,000,000 (the "Target
Acceptance Amount") on the terms and subject to the conditions
contained in the Tender Offer Memorandum, although the Issuer
reserves the right in its sole and absolute discretion to purchase
significantly more or significantly less than (or none of) the
Target Acceptance Amount pursuant to the Offers. The Issuer will
determine the allocation of funds between each Series in its sole
and absolute discretion.
In the event that Tender Instructions are received in respect of
an aggregate principal amount of Notes of the relevant Series which
is greater than the Series Acceptance Amount, such Tender
Instructions will be accepted on a pro-rata basis.
A separate Tender Instruction must be submitted on behalf of
each beneficial owner of the Notes of each Series
due to potential pro-ration.
Financing Condition
The Issuer is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offers. The acceptance for
purchase by the Issuer of Notes tendered pursuant to the Offers is
at the sole discretion of the Issuer and tenders may be rejected by
the Issuer for any reason. The purchase of any Notes by the Issuer
pursuant to the Offers is subject to the successful execution of a
loan (as determined by the Issuer in its sole and absolute
discretion) from an existing lender, for which the Issuer has
borrowing capacity (the "Financing Condition"). The Issuer expects
such loan to settle at or ahead of the settlement of the Offers on
the Settlement Date.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute
discretion, to extend, re-open, withdraw or terminate the Offers
and to amend or waive any of the terms and conditions of the Offers
(including, but not limited to, purchasing more than the Target
Acceptance Amount) at any time following the announcement of the
Offers, as further described in the Tender Offer Memorandum.
Details of any such extension, re-opening, withdrawal, termination,
amendment or waiver will be notified to the Noteholders as soon as
possible after such decision.
Transaction Conditions
An offer of Notes for repurchase pursuant to the relevant Offer
may only be made by the submission of a valid Tender Instruction.
The acceptance of Notes for repurchase pursuant to the Offers is
conditional on the satisfaction or waiver of the Transaction
Conditions (including, without limitation, the Financing
Condition).
Tender Instructions
Tender Instructions must be submitted in respect of a principal
amount of Notes of the relevant Series of no less than the
applicable Minimum Denomination for that Series. A separate Tender
Instruction must be submitted on behalf of each beneficial owner of
Notes and in respect of each Series due to potential scaling.
The submission of a valid Tender Instruction will be irrevocable
(except in the limited circumstances described in the Tender Offer
Memorandum).
Indicative Timetable
This is an indicative timetable showing one possible outcome for
the timing of the Offers based on the dates in the Tender Offer
Memorandum. This timetable is subject to change and dates and times
may be extended or amended by the Issuer in accordance with the
terms of the Offers as described in the Tender Offer Memorandum.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Date Action
---------------------- ----------------------------------------------------------------------------------------------
1 December 2022 Commencement of the Offers
Offers announced by way of announcements on the relevant Notifying News Service(s), through
the Clearing Systems and via RNS.
Tender Offer Memorandum available from the Tender Offer Website.
8 December 2022 Expiration Deadline
Deadline for receipt by the Information and Tender Agent of all Tender Instructions in order
for Noteholders to be able to participate in the Offers.
16:00
(London time)
9 December 2022 Announcement of indicative results
Announcement of:
As soon as reasonably (i) the aggregate principal amount of Notes of each Series validly tendered pursuant to the
practicable Offers; and
(ii) a non-binding indication of the level at which the Issuer expects to set the Series
Acceptance
Amount and any applicable scaling.
9 December 2022 Pricing Time on the Pricing Date
Determination of the Benchmark Reference Security Yield (for the purpose of calculating the
At or around 12:30 relevant Repurchase Yield and the relevant Purchase Price) for each Series.
(London time)
As soon as reasonably Announcement of Result of Offers
practicable after the Announcement of the Issuer's decision whether to accept valid tenders of Notes for purchase
Pricing Time on the pursuant to any or all of the Offers (including, if applicable, the Settlement Date for such
Pricing Date Offers), subject only to the satisfaction or (if applicable) waiver of the relevant
Transaction
Conditions on or prior to the Settlement Date.
Details of:
(i) the Purchase Price, the Accrued Interest, the Repurchase Yield and the Benchmark
Reference
Security Yield for Notes of each Series accepted for purchase pursuant to the relevant
Offer(s),
and the Settlement Date;
(ii) the final aggregate principal amount of the Notes of each Series validly tendered
pursuant
to the Offers and any applicable scaling; and
(iii) each Series Acceptance Amount, the pro-ration factor, if applicable and the principal
amount of Notes of each Series that will remain outstanding after the Settlement Date subject
to their respective terms,
distributed by way of announcements on the relevant Notifying News Service(s), through the
Clearing Systems and via RNS.
16 December 2022 Settlement Date
Subject to satisfaction or waiver of the Transaction Conditions, expected Settlement Date
for the Offers. Payment of Purchase Consideration and Accrued Interest Payments in respect
of the Offers.
Unless stated otherwise, announcements in connection with the
Offers will be made via RNS. Such announcements may also be made by
(i) the issue of a press release to a Notifying News Service and
(ii) the delivery of notices to the Clearing Systems for
communication to Direct Participants. Copies of all such
announcements, press releases and notices can also be obtained from
the Tender Offer Website or from the Information and Tender Agent,
the contact details for whom are on the last page of the Tender
Offer Memorandum. Significant delays may be experienced where
notices are delivered to the Clearing Systems and Noteholders are
urged to contact the Information and Tender Agent for the relevant
announcements relating to the Offers.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would require 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 Offers
before the deadlines specified above. 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.
Further Information
Any questions or requests for assistance in connection with the
Offers may be directed to the Dealer Managers at the following
telephone number or e-mail address:
HSBC Bank plc (Telephone: +44 20 7992 6237; Email:
LM_EMEA@hsbc.com; Attention: Liability Management, DCM)
NatWest Markets Plc (Telephone: +44 20 7678 5222; Email:
liabilitymanagement@natwestmarkets.com; Attention: Liability
Management)
Any questions or requests for assistance in connection with the
delivery of Tender Instructions or requests for additional copies
of the Tender Offer Memorandum or related documents, which may be
obtained free of charge, may be directed to the Information and
Tender Agent:
Morrow Sodali Limited ( Telephone: +44 20 4513 6933; Email:
tfl@investor.morrowsodali.com; Tender Offer Website:
https://projects.morrowsodali.com/tfl)
Offer and Distribution Restrictions
Neither this announcement nor the electronic transmission
thereof constitutes an offer to buy or the solicitation of an offer
to sell Notes (and tenders of Notes for purchase pursuant to the
Offers will not be accepted from Noteholders) in any circumstances
in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
an Offer to be made by a licensed broker or dealer and either of
the Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, such Offer
shall be deemed to be made by such Dealer Manager or such
affiliate, as the case may be, on behalf of the Issuer in such
jurisdiction.
United States
The Offers are 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
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
and any other documents or materials relating to the Offers 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 Offers by any such use, means, instrumentality or facility
or from or within or by persons located or resident in the United
States or by any U.S. Person. Any purported tender of Notes in the
Offers 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.
Each holder of Notes participating in an Offer will represent
that it is not a U.S. Person located in the United States and is
not participating in such 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
such Offer from the United States and who is not a U.S. Person. For
the purposes of this and the above paragraph, "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
The communication of this announcement and any other documents
or materials relating to the Offers is not being made, and such
documents and/or materials have not been approved, by an authorised
person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to
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 Offers are not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors
(investisseurs qualifiés) as referred to in Article L.411-2 1deg of
the French Code monétaire et financier and defined in Article 2(e)
of Regulation (EU) 2017/1129 (as amended). Neither this
announcement nor any other documents or materials relating to the
Offers have been or shall be distributed in France other than to
qualified investors (investisseurs qualifiés) and only qualified
investors (investisseurs qualifiés) are eligible to participate in
the Offers. This announcement and any other document or material
relating to the Offers have not been and will not be submitted for
clearance to nor approved by the Autorité des marchés
financiers.
Italy
None of the Offers, this announcement or any other documents or
materials relating to the Offers have been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società
e la Borsa ("CONSOB").
The Offers are being carried out in the Republic of Italy as an
exempted offers 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 ).
Noteholders, or beneficial owners of the Notes, can tender some
or all of their Notes pursuant to the Offers through authorised
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in 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 the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offers.
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 Offer. 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 Offer.
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.
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 rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
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