DAILY MAIL & GENERAL TRUST PLC - Indicative Results of Tender Offer
PR Newswire
London, December 13
Daily Mail and General Trust plc Announces Indicative Results of Tender
Offers 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 WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS DOCUMENT
13 December 2013. Daily Mail and General Trust plc (the Company) announces
today the indicative results of 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).
The Offers were announced on 4 December 2013, and each Offer was 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. 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 12
December 2013.
In the event that the Company decides to accept valid tenders of 2018 Bonds
and/or 2021 Bonds pursuant to the Offers, the Company expects to set the
Final Acceptance Amount at £106,102,000.
Indicative (Non-Binding) Results of the Offer for the 2018 Bonds
As at the Expiration Deadline, £54,354,000 in aggregate nominal amount of
2018 Bonds had been tendered for purchase pursuant to Non-Competitive
Tender Instructions, and £78,786,000 in aggregate nominal amount of 2018
Bonds had been tendered for purchase pursuant to Competitive Tender
Instructions.
In the event that the Company decides to accept valid tenders of 2018 Bonds
pursuant to the Offers, the Company expects to set the Series Acceptance
Amount in respect of the 2018 Bonds at £49,702,000 and expects to set the
2018 Bonds Purchase Spread at the Maximum Purchase Spread in respect of the
2018 Bonds, being +205 bps.
Accordingly, the Company expects to accept for purchase all 2018 Bonds
tendered pursuant to valid Non-Competitive Tender Instructions, subject to
a Scaling Factor of 91.583 per cent., and does not expect to accept for
purchase any 2018 Bonds tendered pursuant to Competitive Tender
Instructions.
Final pricing for the Offer in respect of the 2018 Bonds will take place at or
around 2.00 p.m. (London time) today, 13 December 2013 (the Pricing Time). As
soon as reasonably practicable after the Pricing Time, the Company will
announce whether it will accept valid tenders of 2018 Bonds pursuant to such
Offer and, if so accepted, (a) the Final Acceptance Amount, (b) the Series
Acceptance Amount in respect of the 2018 Bonds, (c) the 2018 Benchmark Security
Rate, (d) the 2018 Bonds Purchase Spread, (e) the 2018 Bonds Purchase Yield,
(f) the Purchase Price in respect of the 2018 Bonds and (g) the Scaling Factor
in respect of the 2018 Bonds (if applicable). The Settlement Date in respect of
those 2018 Bonds accepted for purchase is expected to be 18 December 2013.
Indicative (Non-Binding) Results of the Offer for the 2021 Bonds
As at the Expiration Deadline, £26,720,000 in aggregate nominal amount of
2021 Bonds had been tendered for purchase pursuant to Non-Competitive
Tender Instructions, and £62,980,000 in aggregate nominal amount of 2021
Bonds had been tendered for purchase pursuant to Competitive Tender
Instructions.
In the event that the Company decides to accept valid tenders of 2021 Bonds
pursuant to the Offers, the Company expects to set the Series Acceptance
Amount in respect of the 2021 Bonds at £56,400,000 and expects to set the
2021 Bonds Purchase Spread at 175 bps.
Accordingly, the Company expects to accept for purchase (a) all 2021 Bonds
tendered pursuant to (i) valid Non-Competitive Tender Instructions or (ii)
valid Competitive Tender Instructions that specified a purchase spread
greater than the 2021 Bonds Purchase Spread, in full (with no scaling), and
(b) all 2021 Bonds tendered pursuant to Competitive Tender Instructions
that specified a purchase spread equal to the 2021 Bonds Purchase Spread,
subject to a Scaling Factor of 35.620 per cent. The Company does not expect
to accept for purchase 2021 Bonds tendered pursuant to Competitive Tender
Instructions that specified a purchase spread less than the 2021 Bonds
Purchase Spread.
Final pricing for the Offer in respect of the 2021 Bonds will take place at the
Pricing Time. As soon as reasonably practicable after the Pricing Time, the
Company will announce whether it will accept valid tenders of 2021 Bonds
pursuant to such Offer and, if so accepted, (a) the Final Acceptance Amount,
(b) the Series Acceptance Amount in respect of the 2021 Bonds, (c) the 2021
Benchmark Security Rate, (d) the 2021 Bonds Purchase Spread, (e) the 2021 Bonds
Purchase Yield, (f) the Purchase Price in respect of the 2021 Bonds and (g) the
Scaling Factor in respect of the 2021 Bonds (if applicable). The Settlement
Date in respect of those 2021 Bonds accepted for purchase is expected to be 18
December 2013.
HSBC Bank plc is acting as Dealer Manager for the Offers and Lucid Issuer
Services Limited is acting as Tender Agent.
The Dealer Manager
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Telephone:
Attention: Liability Management Group
Email: liability.management.com
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. No offer or invitation to acquire any Bonds 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
Manager and the Tender Agent to inform themselves about, and to observe,
any such restrictions.