TIDM40CT
RNS Number : 2655J
Transport For London
09 December 2022
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 AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S.
PERSON OR IN OR INTO OR TO ANY PERSON RESIDENT IN ANY OTHER
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This announcement is released by Transport for London and
contains information that qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
("MAR") as it forms part of domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018, encompassing
information relating to the Offers described above. For the
purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055 as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018, this
announcement is made by Joanna Hawkes, Director of Corporate
Finance, on behalf of Transport for London.
9 December 2022
Transport for London (the "Issuer") announces today the final
results of its separate invitations to the holders of the
outstanding notes detailed below (each a "Series" and together the
"Notes") to tender such Notes for purchase by the Issuer for cash
subject to the satisfaction or waiver of the Financing Condition
(each such invitation an "Offer" and, together, the "Offers"). The
Issuer announced the indicative results of the Offers earlier
today, 9 December 2022.
The Offers were announced on 1 December 2022 and were made on
the terms and subject to the conditions set out in the Tender Offer
Memorandum dated 1 December 2022 (the "Tender Offer Memorandum").
Capitalised terms used and not otherwise defined in this
announcement have the meanings given to them in the Tender Offer
Memorandum.
The Expiration Deadline for the Offers was 16:00 (London time)
on 8 December 2022.
Series Acceptance Amounts
The Issuer announces that it has decided to accept, subject to
the satisfaction (or waiver) of the Financing Condition on or prior
to the Settlement Date, valid tenders of 2025 Notes, 2027-2031
Notes, 2033 Notes, July 2042 Notes, 2045 Notes and 2064 Notes for
purchase pursuant to the relevant Offers on the basis set out in
the table below.
Pricing and Settlement
Pricing for the Offers took place at or around 12:30 (London
time) today. A summary of the final pricing for, and the results
of, the Offers is as follows:
Amount of
Aggregate Benchmark Notes
Principal Series Reference outstanding
Description of ISIN / Common Amount of Acceptance Security Fixed Repurchase Purchase Accrued following
Notes Code Notes tendered Amounts Yield (1) Spread Yield (2) Price Interest settlement
------------------- -------------- --------------- --------------- ---------- ------- ----------- --------- --------- ---------------
GBP400,000,000 XS1222743061/ GBP166,045,000 GBP166,045,000 3.194 150 4.749 94.273 GBP13.74 GBP233,955,000
2.125 per cent. 122274306 per cent. bps per cent. per per
Notes due April cent. GBP1,000
2025 (the "2025
Notes")
GBP200,000,000 XS0248643750/ GBP112,599,000 GBP112,599,000 3.226 120 4.475 100.150 GBP32.05 GBP87,401,000
4.500 per cent. 024864375 per cent. bps per cent. per per
Notes due cent. GBP1,000
2027-2031 (the
"2027-2031 Notes")
GBP300,000,000 XS0969795920/ GBP121,134,000 GBP121,134,000 3.264 115 4.463 96.102 GBP10.41 GBP178,866,000
4.000 per cent. 096979592 per cent. bps per cent. per per
Notes due cent. GBP1,000
September 2033
(the "2033 Notes")
GBP500,000,000 XS0806476544/ GBP73,771,000 GBP73,771,000 3.601 110 4.756 88.903 GBP15.50 GBP426,229,000
3.875 per cent. 080647654 per cent. bps per cent. per per
Notes due July cent. GBP1,000
2042 (the "July
2042 Notes")
GBP100,000,000 XS0279542608/ GBP0 GBP0 N/A N/A N/A N/A N/A GBP100,000,000
4.500 per cent. 027954260
Notes due December
2042 (the
"December 2042
Notes")
GBP400,000,000 XS0928618569/ GBP63,157,000 GBP63,157,000 3.628 115 4.835 83.639 GBP21.35 GBP336,843,000
3.625 per cent. 092861856 per cent. bps per cent. per per
Notes due May 2045 cent. GBP1,000
(the "2045 Notes")
GBP500,000,000 XS1045127393/ GBP178,778,000 GBP178,778,000 3.158 120 4.405 92.328 GBP27.73 GBP321,222,000
4.000 per cent. 104512739 per cent. bps per cent. per per
Notes due April cent. GBP1,000
2064 (consisting
of a first tranche
of GBP370,000,000
4.000 per cent.
Notes due April
2064 issued on 7
April 2014 and a
second tranche of
GBP130,000,000
4.000 per cent.
Notes due April
2064 issued on 16
May 2014) (the
"2064 Notes")
________
1 Semi-annual
2 Annual
In the event that the Financing Condition is satisfied (or
waived), settlement of the purchase of the relevant Notes pursuant
to the relevant Offers is expected to take place on 16 December
2022.
Notes purchased by the Issuer pursuant to the Offers will be
cancelled and will not be re-issued or re-sold. Notes which have
not been validly submitted and accepted for purchase pursuant to
the relevant Offers will remain outstanding.
Further Information
Any questions or requests for assistance in connection with the
Offers may be directed to the Dealer Managers or the Information
and Tender Agent at the following telephone number or e-mail
address:
HSBC Bank plc (Telephone: +44 20 7992 6237; Email:
LM_EMEA@hsbc.com; Attention: Liability Management, DCM)
NatWest Markets Plc (Telephone: +44 20 7678 5222; Email:
liabilitymanagement@natwestmarkets.com; Attention: Liability
Management)
Morrow Sodali Limited ( Telephone: +44 20 4513 6933; Email:
tfl@investor.morrowsodali.com; Tender Offer Website:
https://projects.morrowsodali.com/tfl)
DISCLAIMER
Noteholders must read this announcement in conjunction with the
Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offers.
If any Noteholder is in any doubt as to the contents of this
announcement and/or the Tender Offer Memorandum or the action it
should take, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, immediately
from its broker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser. Any individual or
company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary
must contact such entity if it wishes to tender such Notes pursuant
to the Offers.
The Dealer Managers are acting exclusively for the Issuer and no
one else in connection with the arrangements described in this
announcement and the Tender Offer Memorandum and none of the Dealer
Managers, the Information and Tender Agent, or any director,
officer, employee, agent or affiliate of any such person, will be
responsible to any Noteholder for providing any protections which
would be afforded to its clients or for providing advice in
relation to the Offers, and accordingly none of the Dealer
Managers, the Information and Tender Agent or any of their
respective directors, officers, employees or affiliates make any
representation or recommendation whatsoever regarding the Offers or
any recommendation as to whether Noteholders should tender Notes in
the Offers or otherwise participate in the Offers.
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END
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