DAILY MAIL & GENERAL TRUST PLC - Announcement of Tender Offer
PR Newswire
London, December 4
Daily Mail and General Trust plc Announces Tender Offer for its
£349,703,000 5.75 per cent. Bonds due 2018
and £165,000,000 10 per cent. Bonds due 2021
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 OR THE DISTRICT OF COLUMBIA
OR IN ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DISTRIBUTE THIS
DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
4 December 2013. Daily Mail and General Trust plc (the Company) announced
today its invitation to holders of its outstanding £349,703,000 5.75 per cent.
Bonds due 2018 (the 2018 Bonds) and its outstanding £165,000,000 10 per cent.
Bonds due 2021 (the 2021 Bonds and, together with the 2018 Bonds, the Bonds)
to tender their Bonds for purchase by the Company for cash (each such
invitation an Offer and together the Offers). Each Offer is being made on the
terms and subject to the conditions contained in the tender offer memorandum
dated 4 December 2013 (the Tender Offer Memorandum) prepared by the Company,
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 Dealer Manager and 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.
Rationale for the Offers
The rationale of the Offers is for the Company to manage the re-financing risk
and the currency and interest rate profile of its indebtedness.
Details of the Offers
In respect of each Series, the Company will pay for Bonds of such Series
accepted by it for purchase pursuant to the relevant Offer a price (each a
Purchase Price) to be determined at or around 2.00 p.m. (London time) (the
Pricing Time) on 13 December 2013 (the Pricing Date) in the manner described
in the Tender Offer Memorandum by reference to:
(a) in the case of the 2018 Bonds, the annualised sum (such sum, the 2018
Bonds Purchase Yield) of a purchase spread (the 2018 Bonds Purchase Spread)
and the 2018 Benchmark Security Rate; and
(b) in the case of the 2021 Bonds, the annualised sum (such sum, the 2021
Bonds Purchase Yield) of a purchase spread (the 2021 Bonds Purchase Spread)
and the 2021 Benchmark Security Rate.
Each Purchase Price will be determined in accordance with market convention,
and is intended to reflect a yield to maturity of the Bonds of the relevant
Series on the Settlement Date based on the relevant Purchase Yield.
Each Purchase Spread will be determined pursuant to a Modified Dutch Auction
Procedure, as described in the Tender Offer Memorandum.
Under the Modified Dutch Auction Procedure, the Company will determine, in
respect of each Series and in its sole discretion, following expiration of the
relevant Offer, (i) the aggregate nominal amount of Bonds of the relevant
Series (if any) it will accept for purchase pursuant to the relevant Offer
(each such amount, a Series Acceptance Amount) and (ii) a single Purchase
Spread (expressed as a percentage) that it will use in the calculation of the
Purchase Price for the Bonds of such Series, taking into account the aggregate
nominal amount of Bonds of such Series tendered in the relevant Offer and the
purchase spreads specified (or deemed to be specified) by tendering Holders.
The Purchase Spread applicable to a Series will be not more than the Maximum
Purchase Spread for such Series set out in the table below, and will otherwise
be the highest spread that will enable the Company to purchase the Series
Acceptance Amount for such Series pursuant to the relevant Offer.
The aggregate nominal amount of the Bonds the Company will accept for purchase
pursuant to the Offers (the Final Acceptance Amount) will be determined by the
Company in its sole discretion at or around the Pricing Time on the Pricing
Date by reference to the aggregate nominal amount of the Bonds tendered
pursuant to the Offers and the purchase spreads specified (or deemed to be
specified) by tendering Holders, and will be announced by the Company as soon
as reasonably practicable after the Pricing Time on the Pricing Date. The
Company will determine the allocation of the Final Acceptance Amount between
each Series in its sole discretion, and reserves the right to accept
significantly more or less (or none) of the Bonds of either Series as compared
to the other Series. However, the Company will set each Series Acceptance
Amount at a level which will ensure that, following settlement of the relevant
Offer, the outstanding nominal amount of the relevant Series will be at least
(a) £275,000,000 in the case of the 2018 Bonds (excluding £25,000,000 in
aggregate nominal amount of the 2018 Bonds which are currently held by the
Company) and (b) £100,000,000 in the case of the 2021 Bonds.
If the aggregate nominal amount of Bonds of a Series tendered for purchase
pursuant to the relevant Offer is greater than the Series Acceptance Amount
for that Series, Bonds of such Series may be accepted for purchase pursuant to
the relevant Offer on a pro rata basis, as fully described in the Tender Offer
Memorandum.
The Company will also pay an Accrued Interest Payment in respect of Bonds
accepted for purchase pursuant to the Offers.
A summary of certain of the terms of the Offers appears below:
ISIN Outstanding Maximum Amount
/ Common Nominal Benchmark Purchase Purchase subject to
Code Amount Security Spread Spread the Offers
2018 Bonds XS0170485204 £324,703,000* 5.00 per To be +205 bps An
/ 017048520 cent. UK determined aggregate
Treasury pursuant nominal
Stock due 7 to a amount
March 2018 modified across
(ISIN: Dutch both
GB00B1VWPC84) auction Series to
be
determined
and
2021 Bonds XS0064908592 £156,400,000 3.75 per To be +230 bps announced
/ 006490859 cent. UK determined by the
Treasury pursuant Company as
Stock due 9 to a set out in
September modified the Tender
2021 (ISIN: Dutch Offer
GB00B4RMG977) auction Memorandum
*Excluding £25,000,000 in aggregate nominal amount of the 2018 Bonds which are
currently held by the Company
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase
Price and Accrued Interest Payment pursuant to, the relevant Offer, Holders
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 4.00 p.m. (London time) on 12 December 2013. 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 the relevant Series of no less than the minimum denomination of
such Series (being £1,000 in the case of the 2018 Bonds and £10,000 in the
case of the 2021 Bonds), and may be submitted in integral multiples of such
minimum denomination. Tender Instructions may be submitted on a competitive
basis or a non-competitive basis, as further described in the Tender Offer
Memorandum.
Indicative Timetable for the Offers
Events Times and Dates
(All times are London time)
Commencement of the Offers
Offers announced. Tender Offer Memorandum available from the Dealer Manager and the Wednesday, 4 December 2013
Tender Agent
Expiration Deadline
Deadline for receipt of valid Tender Instructions by the Tender Agent in order for 4.00 p.m. on
Holders to be able to participate in the Offers
Thursday, 12 December 2013
Announcement of Indicative Results
Announcement by the Company of the aggregate nominal amount of Bonds of each Series Friday, 13 December 2013 at or
validly tendered in the Offers, together with a non-binding indication of the level at around 11.00 a.m.
which it expects to set the Final Acceptance Amount, each Series Acceptance Amount and
each Purchase Spread, and indicative details of any scaling of valid tenders of Bonds
of each Series for purchase that will be applied in the event that the Company decides
to accept valid tenders of Bonds pursuant to the Offers
Pricing Date and Pricing Time
Determination of the 2018 Benchmark Security Rate, the 2021 Benchmark Security Rate, Friday, 13 December 2013 at or
each Purchase Yield and each Purchase Price around 2.00 p.m.
Announcement of Results and Pricing
Announcement of whether the Company will accept for purchase Bonds validly tendered As soon as reasonably
pursuant to any or all of the Offers and, if so accepted, the Final Acceptance Amount, practicable after the Pricing
each Series Acceptance Amount, the 2018 Benchmark Security Rate, the 2021 Benchmark Time on the Pricing Date
Security Rate, each Purchase Spread, each Purchase Yield, each Purchase Price and any
Scaling Factor (if applicable)
Settlement Date
Expected Settlement Date for the Offers Wednesday, 18 December 2013
The Company may, in its sole discretion, extend, re-open, amend, waive any
condition of or terminate either or both Offer at any time (subject to
applicable law and as provided in the Tender Offer Memorandum) and the above
times and dates are subject to the right of the Company to so extend, re-open,
amend and/or terminate the Offers.
Holders 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 Holder in order for that Holder to be able to
participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offers by the
deadlines set out above. 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 set out above and in the Tender Offer
Memorandum.
Unless stated otherwise, announcements in connection with the Offers will be
made (i) by publication through RNS and (ii) by the delivery of notices to the
Clearing Systems for communication to Direct Participants. Such announcements
may also be found on the relevant Reuters Insider Screen and 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 below. Significant
delays may be experienced where notices are delivered to the Clearing Systems
and Holders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offers. In addition, Holders may
contact the Dealer Manager for information using the contact details below.
Holders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offers.
HSBC Bank plc is acting as Dealer Manager for the Offers and Lucid Issuer
Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the Offers may be
directed to the Dealer Manager.
The Dealer Manager
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Telephone:
Attention: Liability Management Group
Email: liability.management.com
Questions and requests for assistance in connection with the delivery of
Tender Instructions may be directed to the Tender Agent.
The Tender Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone:
Attention: David Shilson
Email: dmgt-is.com
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 Offers. If any Holder is in any doubt as to the
action it should take, it is recommended to seek its own financial advice,
including in respect of any tax consequences, from its stockbroker, bank
manager, solicitor, accountant or other independent financial 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 relevant
Offer(s). None of the Company, the Dealer Manager or the Tender Agent makes
any recommendation whether Holders should tender Bonds pursuant to the Offers.
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 Dealer Manager 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 Bonds (and tenders of Bonds in an Offer
will not be accepted from Holders) 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 the Dealer Manager or any of its affiliates is such a licensed broker or
dealer in any such jurisdiction, such Offer shall be deemed to be made by the
Dealer Manager or such affiliate, as the case may be, on behalf of the Company
in such jurisdictions.
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. 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 Offers by any such use, means, instrumentality or facility
from or within the United States. Accordingly, copies of the this announcement
and the Tender Offer Memorandum 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 any persons located or resident in the United States. Any purported
tender of Bonds in an Offer resulting directly or indirectly from a violation
of these restrictions will be invalid and any purported tender of Bonds made
by 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. Each holder of Bonds participating in an Offer will represent that
it 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. For the purposes of this 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.
Italy. None of the Offers, this announcement, the Tender Offer Memorandum or
any other document or materials relating to the Offers 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 Offers are being
carried out in Italy as 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, letter b) of CONSOB
Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Holders or
beneficial owners of the Bonds that are located in Italy can tender Bonds for
purchase pursuant to the Offers 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. 16190 of 29 October 2007, 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.
United Kingdom. The communication of this announcement, the Tender Offer
Memorandum 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 persons falling within Article 43 of
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, 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 Offers have
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 to D.411-3 of the French Code monétaire et financier, are eligible
to participate in the Offers. 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.
Belgium. None of this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offers have been submitted to or will
be submitted for approval or recognition to the Belgian Financial Services and
Markets Authority (Autoriteit voor Financiële Diensten en Markten / Financial
Services and Markets Authority) and, accordingly, neither Offer may be made in
Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids. Accordingly, neither
Offer may be advertised and neither Offer will be extended, and none of this
announcement, the Tender Offer Memorandum or any other documents or materials
relating to the Offers (including any memorandum, information circular,
brochure or any similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law of 16 June
2006 on the public offer of placement instruments and the admission to trading
of placement instruments on regulated markets (as amended from time to time),
acting on their own account. Insofar as Belgium is concerned, this
announcement and the Tender Offer Memorandum have been issued only for the
personal use of the above qualified investors and exclusively for the purpose
of the Offers. Accordingly, the information contained in this announcement and
the Tender Offer Memorandum may not be used for any other purpose or disclosed
to any other person in Belgium.