DISCLAIMER – INTENDED ADDRESSEES
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 (THE UK MARKET ABUSE REGULATION)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW)
11 November 2021
RCB Bonds PLC announces tender offer made by Charities Aid Foundation for RCB Bonds PLC’s £30,000,000 5.00 per cent. Bonds due 2026 secured on a loan to Charities Aid Foundation
RCB Bonds PLC (the Issuer) today announces a tender offer made by Charities Aid Foundation (a UK charity registered with and regulated by the Charity Commission for England and Wales with registered charity number 268369 (the Offeror)) to the holders (the Bondholders) of the Issuer’s outstanding £30,000,000 5.00 per cent. bonds due 12 April 2026 secured on a loan to the Offeror bearing ISIN: XS1386668591 (the Bonds) to tender any and all such Bonds for purchase by the Offeror for cash subject to the satisfaction (or waiver) of the New Financing Conditions (as defined below) (the Offer).
The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 11 November 2021 (the Tender Offer Memorandum) prepared by the Offeror and communicated to the Bondholders by the Issuer and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum (the Offer and Distribution Restrictions).
Copies of the Tender Offer Memorandum are (subject to the Offer and Distribution Restrictions) available from the Tender Agent on behalf of the Issuer as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Summary
A summary of certain of the terms of the Offer appears below:
| Bonds | ISIN/ Common Code | Outstanding Principal Amount | Purchase Price | Amount subject to the Offer |
| £30,000,000 5.00 per cent. Bonds due 12 April 2026 secured on a loan to the Offeror | XS1386668591 / 138666859 | £30,000,000 | 113.5 per cent. | Any and all |
Indicative Timetable for the Offer
This is an indicative timetable showing one possible outcome for the timing of the Offer 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 Offeror in accordance with the terms of the Offer as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.
| Events | Times and Dates |
| Commencement of the Offer | 11 November 2021 |
| Expiration Deadline | 4:00 p.m. (London time) on 25 November 2021, subject to the right of the Offeror in its sole and absolute discretion to extend or bring forward the Expiration Deadline |
| Announcement of Results | As soon as reasonably practicable after the Expiration Deadline |
| Settlement Date | 9 December 2021 |
The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of and/or terminate the 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 Offeror to so extend, re-open, amend, waive any condition of and/or terminate the Offer.
Bondholders are advised to check with any bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold Bonds when such intermediary would need to receive Tender Instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their Tender Instruction to participate in, the Offer by the deadlines set out above. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.
Rationale for the Offer
The Offeror is seeking to refinance some or all of a loan (the Loan) made by the Issuer from the proceeds of the issue of the Bonds. The Issuer has accordingly made an offer to issue new sterling-denominated 3.5 per cent. bonds due 8 December 2031 and secured on a loan to the Offeror (the New Bonds) under a prospectus dated 11 November 2021 (the New Bonds Prospectus). The New Bonds, if issued, will be secured on a new loan to the Offeror (the New Loan). The Offeror will use some or all of the proceeds of the New Loan to purchase Bonds validly tendered and accepted for purchase in accordance with this Offer.
The Bonds purchased by the Offeror shall be immediately surrendered to or to the order of the Issuer for cancellation. Following such surrender, a principal amount of the Loan equal to the principal amount of the Bonds being surrendered shall be deemed to be prepaid.
Details of the Offer
Purchase Price and Accrued Interest
The Offeror will pay, for Bonds validly tendered and accepted by it for purchase pursuant to the Offer, a cash purchase price equal to 113.5 per cent. of the principal amount of the relevant Bonds (the Purchase Price).
The Offeror will, in addition to the Purchase Price, also pay an Accrued Interest Payment in respect of Bonds accepted for purchase pursuant to the Offer.
No Scaling
If the Offeror accepts any Bonds for purchase pursuant to the Offer it will accept for purchase any and all of the Bonds that are validly tendered, with no pro rata scaling.
New Financing Condition
The Issuer announced today its intention to issue the New Bonds, subject to market conditions. The New Bonds Prospectus prepared by the Issuer in connection with the proposed issue of the New Bonds is available to eligible investors for viewing on the Issuer’s website at https://rcbbonds.wpengine.com/bonds/charities-aid-foundation.
Whether the Offeror will accept for purchase any Bonds validly tendered in the Offer is subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Bonds (the New Financing Condition).
Even if the New Financing Condition is satisfied, the Offeror is not under any obligation to accept for purchase any Bonds tendered pursuant to the Offer.
Allocation of New Bonds
As set out in the New Bonds Prospectus, when considering allocation of the New Bonds, the Issuer may give preference to those Bondholders who, prior to such allocation, have validly tendered or have given a firm intention to the Offeror or the Dealer Manager that they intend to tender their Bonds for purchase pursuant to the Offer. Therefore, a Bondholder who wishes to subscribe for New Bonds in addition to tendering its existing Bonds for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of the Issuer, priority in the allocation of the New Bonds, subject to the issue of the New Bonds and such Bondholder making a separate application for the purchase of such New Bonds to the Dealer Manager (in its capacity as manager of the issue of the New Bonds) in accordance with the standard new issue procedures of the Dealer Manager or as otherwise provided for in the New Bonds Prospectus. Any such preference will, subject to the sole and absolute discretion of the Issuer, be applicable up to the aggregate nominal amount of Bonds tendered or firmly intended to be tendered by such Bondholder pursuant to the Offer. However, the Issuer is not obliged to allocate any New Bonds to a Bondholder who has validly tendered or indicated a firm intention to tender its Bonds for purchase pursuant to the Offer and, if New Bonds are so allocated, the nominal amount thereof may be less or more than the nominal amount of Bonds tendered by such Bondholder and accepted for purchase by the Offeror pursuant to the Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Bonds (which will be £100).
Existing Bondholders should note that the allocation of the New Bonds is expected to take place prior to the Expiration Deadline for the Offer, and any Bondholder who wishes to subscribed for New Bonds in addition to tendering their Bonds for purchase pursuant to the Offer should therefore provide, as soon as practicable, to the Offer or the Dealer Manager, an indication of its firm intention to tender its Bonds for purchase and the principal amount of the Bonds that it intends to tender pursuant to the Offer.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and the Accrued Interest Payment pursuant to, the Offer, Bondholders 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 25 November 2021, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline).
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 principal amount of Bonds of no less than £100, being the minimum denomination of the Bonds, and may be submitted in integral multiples of £100 thereafter. Tender Instructions which relate to a principal amount of Bonds of less than £100 will be rejected. See “Procedures for Participating in the Offer” in the Tender Offer Memorandum for further information.
Announcements
Unless stated otherwise, announcements in connection with the Offer will be made by the Issuer (i) by publication via the Regulatory News Service operated by the London Stock Exchange plc and (ii) by the delivery of notices to the Clearing Systems and Euroclear UK & Ireland Limited (formerly known as CREST Co Limited) for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and/or 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 Bondholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Bondholders may contact the Dealer Manager for information using the contact details below.
The Issuer will announce the Offeror’s decision of whether to accept (subject to satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) valid tenders of Bonds pursuant to the Offer and, if so, the aggregate principal amount of Bonds validly tendered as soon as reasonably practicable after the Expiration Deadline.
Bondholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.
Dealer Manager
City & Continental Ltd trading as Allia C&C
Henrietta Podd
+44 20 3039 3460
Tender Agent
Lucid Issuer Services Limited
Owen Morris
David Shilson
+44 20 7704 0880
https://deals.lucid-is.com/rcb
Questions and requests for assistance in connection with (i) the Offer may be directed to the Dealer Manager and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are set out above.
This announcement contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the UK Market Abuse Regulation, encompassing information relating to the Offer described above. For the purposes of the UK Market Abuse Regulation, this announcement is made by John Tattersall, Chair, RCB Bonds PLC.
LEI Number: 21380081925ENBZ6KM68
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 Offer. If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax 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 Offer. None of the Offeror, the Issuer, the Dealer Manager or the Tender Agent makes any recommendation whether Bondholders should tender Bonds pursuant to the Offer.
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 Offeror, the Issuer, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
United States
The Offer is 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 Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer 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 the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by, or by any person acting for the account or benefit of, 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.
Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons (as defined in Regulation S of the Securities Act. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended. The New Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.
Each Bondholder participating in the Offer will represent that it is not located in the United States and is not participating in the 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 the Offer from the United States. For the purposes of this and the above paragraphs, 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 Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy (Italy) as an exempted offer 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, as amended. Bondholders or beneficial owners of the Bonds that are located in Italy can tender their Bonds for purchase in the Offer 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 Bonds or the Offer.
United Kingdom
The communication by the Issuer of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer 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 (the FSMA). 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the FPO); (2) persons who fall within Article 43 of the FPO (“Members and creditors of certain bodies corporate”); (3) persons who fall within Article 49 of the FPO (“high net worth companies, unincorporated associations etc.”); or (4) any other persons to whom these documents and/or materials may lawfully be communicated. This communication is being made by the Issuer. Any investment or investment activity to which this Tender Offer Memorandum relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France. This announcement, the Tender Offer Memorandum and any other offering material relating to the Offer may not be distributed in the Republic of France except to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129 (the Prospectus Regulation). The Tender Offer Memorandum has not been submitted for clearance to the Autorité des Marchés Financiers.
General
Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Bonds (and tenders of Bonds in the Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or its affiliates are such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
