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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO 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) (together, the United States) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR THE EXCHANGE OFFER MEMORANDUM REFERRED TO BELOW
AA Bond Co Limited announces the indicative results of its Exchange Offer
On 21 January 2020, AA Bond Co Limited (the Issuer), a subsidiary of the AA plc (AA plc or the Group) announced an invitation (subject to the "Offer and Distribution Restrictions" set out below) to eligible holders (the Noteholders) of the £700,000,000 2.875% Sub-Class A5 fixed rate notes due 2022/2043 (ISIN: XS1529687870) (of which £697,249,000 in aggregate principal amount is outstanding) issued by the Issuer (the Existing Notes) to offer to exchange (i) no less than £250,000,000 (the Minimum New Issue Size), and (ii) no more than £325,000,000 (the Maximum Acceptance Amount) of the Existing Notes for the sterling denominated Sub-Class A8 Fixed Rate Notes due 2027/2050 (the New Notes) (the Exchange Offer).
The Exchange Offer has been made on the terms and subject to the conditions set out in the exchange offer memorandum dated 21 January 2020 (the Exchange Offer Memorandum). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Exchange Offer Memorandum.
On 27 January 2020, the Issuer announced that the New Issue Spread had been fixed at 525 basis points. The Expiration Deadline for the Exchange Offer was 16:00 London time on 30 January 2020.
The Issuer has announced that, according to information provided by the Exchange Agent for the Exchange Offer, Exchange Instructions in respect of £506,691,000 in aggregate principal amount of the Existing Notes have been received by the Exchange Agent at or prior to the Expiration Deadline.
Given that the level of Exchange Instructions received in respect of the Existing Notes exceeds £325,000,000 and the Exchange Offer is therefore oversubscribed, the Issuer will exchange the Existing Notes validly tendered on a pro rata basis as to the principal amounts of Existing Notes tendered, in the manner specified in Exchange Offer Memorandum. The Issuer has announced that the Pro-Ration Factor to be applied in respect of the Existing Notes will be 64.550%.
The New Notes Interest Rate and the New Notes Price will be determined by the Issuer at or around 11:00 (London time) (the Pricing Time) today (31 January 2020 (the Price Determination Date)).
The Issuer will announce its decision whether to accept for exchange valid offers of Existing Notes received at or prior to the Expiration Deadline pursuant to the Exchange Offer as soon as reasonably practicable after the Pricing Time on the Price Determination Date. If so accepted, the Issuer will also announce (i) the Acceptance Amount, (ii) the New Notes Price and the New Notes Interest Rate, (iii) the aggregate principal amount of New Notes to be issued; (iv) the Exchange Price and the Cash Consideration; (v) any Pro-Ration Factor applied and (vi) the whether the Minimum New Issue Size has been satisfied or waived.
The Issuer has given notice that the Settlement Date in respect of the Exchange Offer has been amended and settlement is now expected to occur on or around 5 February 2020.
The Issuer may, in its sole discretion, extend, re-open, terminate, amend or waive any or all conditions of the Exchange Offer at any time (subject to applicable law and as provided in the Exchange Offer Memorandum).
For Further Information
A complete description of the terms and conditions of the Exchange Offer is set out in the Exchange Offer Memorandum. Further details about the transaction can be obtained from:
LEAD DEALER MANAGERS
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Citigroup Global Markets Limited Citigroup Centre Telephone: +44 20 7986 8969 Attention: Liability Management Group Email: liabilitymanagement.europe@citi.com |
Credit Suisse Securities (Europe) Limited One Cabot Square London E14 4QJ United Kingdom Telephone: +44 (0)207 883 8763 Attention: the Liability Management Desk Email: liability.management@credit-suisse.com |
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DEALER MANAGERS
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Barclays Bank PLC 5 The North Colonnade London E14 4BB United Kingdom Telephone: +44 (0)203 134 8515 Attention: Liability Management Group Email: eu.lm@barclays.com |
J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Telephone: +44 20 7134 2468 Email: liability_management_EMEA@jpmorgan.com
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Lloyds Bank Corporate Markets plc 10 Gresham Street London EC2V 7AE United Kingdom Telephone: +44 207 158 1726 Email: liability.management@lloydsbanking.com |
Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET United Kingdom Telephone: +44 207 418 8900 Email: dcm@peelhunt.com Attention: DCM Team |
EXCHANGE AGENT
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Lucid Issuer Services Limited Telephone: +44 20 7704 0880 |
A copy of the Exchange Offer Memorandum is available to eligible persons upon request from the Exchange Agent.
This announcement is released by the Issuer and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Exchange Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Nadia Hoosen, Chief Legal Officer and Company Secretary at AA plc.
Disclaimer
This announcement must be read in conjunction with the Exchange Offer Memorandum. Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the Exchange Offer, the Notes, the Borrower, the Obligors, the Issuer and the Exchange Offer Memorandum) and each Noteholder must make its own decision as to whether to Exchange any or all of its Notes for purchase pursuant to the Exchange Offer based upon its own judgement and having obtained advice from such financial, accounting, legal and tax advisers as it may deem necessary. Accordingly, each person receiving this announcement and the Exchange Offer Memorandum acknowledges that such person has not relied upon the Obligors, the Issuer, the Dealer Managers or the Exchange Agent in connection with its decision as to whether to Exchange all or any of its Notes for purchase pursuant to the Exchange Offer. None of the Dealer Managers or the Exchange Agent (or their respective directors, employees or affiliates) makes any representation or recommendation whatsoever regarding this announcement, the Exchange Offer Memorandum or the Exchange Offer, and none of the Obligors, the Issuer, the Dealer Managers or the Exchange Agent (or their respective directors, employees or affiliates) makes any recommendation as to whether Noteholders should Exchange Notes in the Exchange Offer and no one has been authorised by any of them to make such recommendation. The Exchange Agent is the agent of the Issuer and the Obligors and owes no duty to any Noteholder.
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