M&G plc announces
indicative results of its Tender Offers for its
£750,000,000
5.625 per cent. Resettable Dated Tier 2 Notes due
2051, its £600,000,000 5.560 per cent.
Resettable Dated Tier 2 Notes due 2055, its
£700,000,000
6.340 per cent. Resettable Dated Tier 2 Notes due 2063 and its
£500,000,000 6.250 per cent. Resettable Dated Tier 2 Notes due
2068
NOT
FOR RELEASE, PUBLICATION OR 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 (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
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 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT
2018 (EUWA).
17
June 2024. M&G plc
(the Company) announces today the indicative
results of its separate invitations to holders of
its outstanding:
(i) £750,000,000 5.625 per cent. Resettable Dated
Tier 2 Notes due 2051 (ISIN: XS1888920276) (the 2051 Notes); (ii) £600,000,000 5.560
per cent. Resettable Dated Tier 2 Notes due 2055 (ISIN:
XS1243995302) (the 2055
Notes); (iii) £700,000,000 6.340 per cent. Resettable Dated
Tier 2 Notes due 2063 (ISIN: XS1003373047) (the 2063 Notes); and (iv) £500,000,000
6.250 per cent. Resettable Dated Tier 2 Notes due 2068 (ISIN:
XS1888925747) (the 2068
Notes and, together with the 2051 Notes, the 2055 Notes and
the 2063 Notes, the Notes and each a Series) to
tender their Notes for purchase by the Company for cash (each an
Offer and together the
Offers).
The Offers were announced on 10 June
2024 and were made on the terms and subject to the conditions
contained in the Tender Offer Memorandum dated 10 June 2024 (the
Tender Offer
Memorandum).
Capitalised terms used in this
announcement but not otherwise defined have the meanings given to
them in the Tender Offer Memorandum.
The Expiration Deadline for the
Offers was 4.00 p.m. (London time) on 14 June 2024.
Expected Aggregate
Consideration Amount, Series Acceptance Amounts, Purchase Spreads
and Pro-Ration Factors
If the Company decides to accept any
Notes validly tendered pursuant to any of the Offers, the Company
expects to:
(a) set the
Aggregate Consideration Amount at approximately
£150,000,000;
(b) only accept 2055
Notes for purchase that have been validly tendered pursuant to
Non-Competitive Tender Instructions subject to pro-ration at the
relevant expected Pro-ration Factor as set out below, and expects
to not accept any 2055 Notes for purchase that have been validly
tendered pursuant to Competitive Tender Instructions;
and
(c) not accept any
2051 Notes, 2063 Notes or 2068 Notes for purchase.
Series
|
Expected Series Acceptance
Amount
|
Expected Purchase
Spread
|
Expected
Pro-ration Factor
|
2051
Notes
|
£0
|
N/A
|
N/A
|
2055
Notes
|
Approximately £161,000,000
|
230
bps
|
Approximately
75 per cent.
|
2063
Notes
|
£0
|
N/A
|
N/A
|
2068
Notes
|
£0
|
N/A
|
N/A
|
Noteholders should note that this is a non-binding indication
of the level at which the Company expects to set the Aggregate
Consideration Amount, each Series Acceptance Amount, each Purchase
Spread and each Pro-ration Factor. The above, in particular the
Series Acceptance Amount and Pro-ration Factor for the 2055 Notes,
is subject to change following the Pricing Time (see below) once
the final Purchase Price for the relevant Series is
determined.
Pricing and
Results
Pricing for the Offers will take
place at or around 1.00 p.m. (London time) today (the Pricing Time). As soon as
reasonably practicable after the Pricing Time, the Company will
announce whether it accepts for purchase any Notes validly tendered
in the Offers and, if so, the Aggregate Consideration Amount and,
in respect of the Notes of the relevant Series that are to be so
accepted, each Series Acceptance Amount, each Purchase Spread, each
Benchmark Security Rate, each Purchase Yield, each Purchase Price
and any Pro-ration Factor(s) that will be applied to valid tenders
of such Series. The Company will also announce the aggregate
nominal amount of each Series that will remain outstanding after
the Settlement Date.
The Settlement Date in respect of
any Notes accepted for purchase pursuant to the Offers is expected
to be 19 June 2024.
HSBC Bank plc (Tel: +44 20 7992
6237; Attention: Liability Management, DCM; Email:
LM_EMEA@hsbc.com)
and Merrill Lynch
International (Tel: +44 20 7996 5420; Attention: Liability
Management Group; Email: DG.LM-EMEA@bofa.com)
are acting as Dealer Managers in respect of the Offers.
Kroll Issuer Services Limited (Tel: +44 20 7704 0880; Attention: David Shilson / Alessandro
Zorza; Email: mandg@is.kroll.com;
Offer Website: https://deals.is.kroll.com/mandg)
is acting as Tender Agent in respect of the
Offers.
This announcement is made by M&G
plc 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 as it forms part of UK domestic law
by virtue of the EUWA (UK
MAR), encompassing information relating to the Offers
described above. For the purposes of UK MAR and the Implementing
Technical Standards, this announcement is made by Charlotte Heiss,
General Counsel and Company Secretary at the
Company.
LEI: 254900TWUJUQ44TQJY84
DISCLAIMER This announcement
must be read in conjunction with the Tender Offer Memorandum. The
Offers have now expired and 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 come(s) are required by each of the Company, the Dealer
Managers and the Tender Agent to inform themselves about and to
observe any such restrictions.