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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)
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26 November 2021
RCB Bonds PLC announces final results of 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 the final results of the invitation 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 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 and 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 Condition (the Offer)
The Offer was announced by the Issuer on 11 November 2021 and was 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.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Participation as at the Expiration Deadline
The Expiration Deadline of the Offer was 4.00 p.m. (London time) on 25 November 2021. As at the Expiration Deadline, the Offeror had received valid Tender Instructions in respect of £12,810,000 in aggregate principal amount of the Bonds.
Results of the Offer
Subject to the satisfaction (or waiver) of the New Financing Condition, the Offeror will accept for purchase at the Purchase Price all Bonds that are the subject of valid Tender Instructions, being £12,810,000 in principal amount of the Bonds. The Offeror will also pay an Accrued Interest Payment in respect of such Bonds, as described in the Tender Offer Memorandum.
The expected Settlement Date for the Offer, subject to satisfaction (or waiver) of the New Financing Condition, is 9 December 2021. As at the date of this announcement, the New Financing Condition has neither been satisfied nor waived.
Following settlement of the Offer, the Issuer will also arrange for £10,000,000 of the Bonds that are being held in safe custody on its behalf to be cancelled. Accordingly, £7,190,000 in aggregate principal amount of the Bonds will remain outstanding following settlement of 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 the Offer may be directed to the Dealer Manager whose contact details 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. 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.
