RAC Limited announces final results of its tender offer for RAC Bond Co plc’s £275m 5.0% Class B1 Secured Notes
05 NOV 2020
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 IN OR INTO OR TO 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
5 November 2020.
RAC Limited announces final results of its tender offer for RAC Bond Co plc’s £275,000,000 5.000 per cent. Class B1 Secured Notes due 2022/2046
RAC Limited (the Offeror) announces today the final results of its invitation to holders of RAC Bond Co plc’s (the Issuer) £275,000,000 5.000 per cent. Class B1 Secured Notes due 2022/2046 held pursuant to Regulation S under the Securities Act of 1933, as amended (the Securities Act) and bearing ISIN: XS1645523579 (the Notes) to tender their Notes for purchase by the Offeror for cash (the Offer).
The Offer was announced on 28 October 2020 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 28 October 2020 (the Tender Offer Memorandum) prepared by the Offeror. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Participation as at the Expiration Deadline
The Expiration Deadline of the Offer was 4.00 p.m. (London time) on 4 November 2020. As at the Expiration Deadline, the Offeror had received valid Tender Instructions (including both Non-Competitive Tender Instructions and Competitive Tender Instructions) of £165,625,000 in aggregate principal amount of the Notes.
Results of the Offer
The Offeror now announces that the Final Acceptance Amount will be £65,000,000 in aggregate principal amount of the Notes.
The Purchase Price will be 99.50 per cent. of the principal amount of the Notes and the Offeror will also pay Accrued Interest Payments as described in the Tender Offer Memorandum.
Accordingly, the Offeror will accept for purchase Notes that are the subject of valid Non-Competitive Tender Instructions subject to pro rata scaling at a scaling factor of 57.285 per cent., as further described in the Tender Offer Memorandum, and no Notes that are the subject of Competitive Tender Instructions.
The expected Settlement Date for the Offer is 9 November 2020. Following settlement of the Offer, £210,000,000 in aggregate principal amount of the Notes will remain outstanding.
Deutsche Bank AG, London Branch (Telephone: + 44 20 7545 8011; Attention: Liability Management Group) is acting as Dealer Manager for the Offer and Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen Morris; Email: [email protected]) is acting as Tender Agent.
This announcement is released by the Offeror 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 Jo Baker, Director of RAC Limited.
LEI Number: 21380083G17X45ZB3534
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 Offeror, the Issuer, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
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