Final results of tender offer

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 (EU MAR) AND ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (UK MAR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY U.S. PERSON OR 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 ANNOUNCEMENT 

30 June 2021. 

Saga plc announces final results of its tender offer for its £250,000,000 3.375 per cent. Notes due 2024

Saga plc (the Company) announces today the final results of its invitation to holders of its £250,000,000 3.375 per cent. Notes due 12 May 2024 (ISIN: XS1610655950) guaranteed by Saga Mid Co Limited and Saga Services Limited (the Notes) to tender their Notes for purchase by the Company for cash (subject to the satisfaction (without limitation) or waiver of the New Financing Condition on or prior to the Settlement Date) (the Offer). 

The Offer was announced on 22 June 2021 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 22 June 2021 (the Tender Offer Memorandum) prepared by the Company. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline of the Offer was 4.00p.m. London time on Tuesday, 29 June 2021.

As at the Expiration Deadline, the Company had received valid tenders of £173,489,000 in aggregate nominal amount of the Notes for purchase.

The Company now announces that (subject to the satisfaction (without limitation) or waiver of the New Financing Condition on or prior to the Settlement Date) the Final Acceptance Amount will be £100,000,000 in aggregate nominal amount of outstanding Notes. Accordingly, (subject to the satisfaction (without limitation) or waiver of the New Financing Condition on or prior to the Settlement Date), the Company will accept for purchase Notes validly tendered in the Offer subject to pro rata scaling at a Scaling Factor of 57.261 per cent., as further described in the Tender Offer Memorandum. 

Subject to the satisfaction (without limitation) or waiver of the New Financing Condition on or prior to the Settlement Date, the Purchase Price will be 100 per cent. of the principal amount of the Notes and the Company will also pay Accrued Interest Payments.

Subject to the satisfaction (without limitation) or waiver of the New Financing Condition on or prior to the Settlement Date, the expected Settlement Date for the Offer is Friday, 2 July 2021. Following settlement of the Offer, £150,000,000 in aggregate nominal amount of the Notes will remain outstanding.

Barclays Bank PLC (Telephone: + 44 (0) 20 3134 8515; Attention: Liability Management Group; Email: [email protected]) and HSBC Bank plc (Telephone: +44 (0) 20 7992 6237; Attention: Liability Management Group; Email: [email protected]) are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited (Telephone: +44 (0) 20 7704 0880; Attention: Harry Ringrose / Jacek Kusion; Email: [email protected]) is acting as Tender Agent.

This announcement is released by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of EU MAR and UK MAR, encompassing information relating to the Offer described above. For the purposes of EU MAR, UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Victoria Haynes, Company Secretary of Saga plc.

LEI Number: 2138004WWUJN94K2LH95

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.  No offer or invitation to acquire 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 and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.