-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 OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
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.
16 February 2018. Great Portland Estates plc (the Offeror) announces today the final results of its invitation (such invitation, the Offer) to holders of its outstanding £150,000,000 5.625 per cent. First Mortgage Debenture Stock due 2029* (ISIN: GB0004841101) (of which £142,860,000 in nominal amount was outstanding as at the commencement of the Offer) (the Bonds) to tender their Bonds for purchase by the Offeror for cash.
The Offer was announced on 25 January 2018 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 January 2018 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offer. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.
* £100,000,000 of which was issued on 26 January 1999 and a further £50,000,000 of which was issued on 31 January 2007 and consolidated to form a single series with the original issue.
Final Results
The Expiration Deadline for the Offer was 5.00 p.m. (London time) on 15 February 2018. As at the Expiration Deadline, the Offeror had received valid tenders of £120,967,139 in aggregate nominal amount of the Bonds (of which £120,952,139 in nominal amount of Bonds was validly tendered by the Non-Retail Tender Deadline and £15,000 in nominal amount of Bonds was validly tendered after the Non-Retail Tender Deadline but by the Expiration Deadline) and all such Bonds have been accepted by the Offeror for purchase pursuant to the Offer at a Purchase Price of 131.884 per cent. of the nominal amount of the relevant Bonds. The Offeror will also pay Accrued Interest in respect of such Bonds.
The settlement date for Bonds validly tendered by the Expiration Deadline and not already purchased on the Early Settlement Date is expected to be 22 February 2018.
As at the commencement of the Offer, £142,860,000 in nominal amount of the Bonds was outstanding. Following cancellation of the relevant Bonds accepted for purchase pursuant to the Offer (being £120,952,139 in nominal amount of Bonds purchased by the Offeror on the Early Settlement Date and £15,000 in nominal amount of Bonds purchased by the Offeror on the Final Settlement Date), £21,892,861 in aggregate nominal amount of the Bonds will remain outstanding.
Bondholders should note that notwithstanding the expiry of the Offer, the Offeror and its affiliates may, to the extent permitted by applicable law, continue to acquire Bonds from time to time, including through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as they may determine, which may differ from the Purchase Price paid pursuant to the Offer and could be for cash or other consideration or otherwise on terms more or less favourable than those contemplated in the Offer. The Offeror may also redeem any outstanding Bonds in accordance with their terms and conditions. Any Bondholder who is outside the United States and wishes to be considered for such future acquisition of Bonds (if any) by the Offeror may, subject to compliance with all applicable laws, contact the Offeror separately, using the contact details at the end of this announcement.
Banco Santander, S.A. (Telephone: +44 (0) 20 7756 6909/+44 (0) 20 7756 6646; Attention: Liability Management; Email: [email protected]/[email protected]) and Lloyds Bank plc (Telephone: +44 (0) 20 7158 1721; Attention: Liability Management Team, Commercial Banking; Email: [email protected]) are acting as Dealer Managers for the Offer and Link Asset Services, a trading name of Link Market Services Limited (Telephone: +44 (0) 371 664 0321**) is acting as Receiving Agent.
** Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
This announcement is released by Great Portland Estates plc (LEI number: 213800JMEDD2Q4N1MC42) 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 Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Desna Martin, Company Secretary for Great Portland Estates plc.
Bondholders may also contact Martin Leighton, Director of Corporate Finance for Great Portland Estates plc (Telephone: +44 (0) 20 7647 3056; Email: [email protected]) if they have further queries in relation to the contents of this announcement.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities 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 or the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers and the Receiving Agent to inform themselves about, and to observe, any such restrictions.
