Company Announcements

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 final 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  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 Noteholders) (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.

Earlier today, the Issuer announced that Exchange Instructions in respect of £506,691,000 in aggregate principal amount of the Existing Notes had been received by the Exchange Agent at or prior to the Expiration Deadline and that the Pro-Ration Factor to be applied in respect of the Existing Notes would be 64.550% (this is the rounded figure that was stated in the indicative results announcement, the precise figure used to calculate the Acceptance Amount and the New Notes Issue Size is 64.54955% as stated below).

The pricing of the New Notes occurred earlier today (31 January 2020). Set out below are (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; and (v) the Pro-Ration Factor applied.

The Issuer has announced that the results of the Exchange Offer are as follows:

Existing Notes

New Notes

* The re-offer yield of the New Notes set equal to the New Issue Spread added to the New Notes Reference Security Rate.

** The coupon per annum payable to holders of the New Notes.

The Minimum New Issue Size has been satisfied. The Issuer will issue New Notes in the Exchange Offer in the aggregate principal amount of £325,000,000. The Settlement Date for the Exchange Offer, including (i) delivery of the New Notes in exchange for the Existing Notes validly Offered for Exchange and accepted for exchange pursuant to the Exchange Offer and (ii) payment of Cash Consideration and Accrued Interest Payments is expected to occur on or around 5 February 2020 (the Settlement Date).

Application is expected to be made for the New Notes to be admitted to listing on the official list of the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) and to trading on Euronext Dublin's regulated market with effect from 5 February 2020. The final terms in respect of the New Notes are expected to be published on the website of Euronext Dublin (www.ise.ie), the website of the Central Bank of Ireland (www.centralbank.ie) and AA plc's website (https://www.theaaplc.com) on or around 4 February 2020.

All Existing Notes acquired by the Issuer pursuant to the Exchange Offer will be cancelled on or as soon as reasonably practicable after the Settlement Date and will not be reissued or resold. Following settlement of the Exchange Offer, £372,249,000 principal amount of the Existing Notes will remain outstanding and listed on the Irish Stock Exchange.

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

DEALER MANAGERS

 EXCHANGE AGENT

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.