TIDMDLN
RNS Number : 2918B
Derwent London PLC
05 June 2019
NOT FOR DISTRIBUTION IN OR TO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR SOUTH AFRICA, OR IN OR TO ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY
APPLICABLE LAW
Derwent London plc Convertible Bond Offering and Concurrent
Repurchase of Outstanding Convertible Bonds due 2019
Derwent London plc (the "Company", together with its
subsidiaries, the "Group") announces the final terms of (i) its
offering of GBP175 million of Convertible Bonds due 2025 (the
"Bonds") and (ii) the results of the concurrent repurchase (the
"Concurrent Repurchase") of the outstanding GBP150 million
Convertible Bonds due 2019 (ISIN: XS0954745351) issued by Derwent
London Capital No. 2 (Jersey) Limited (the "Outstanding Bonds"),
announced earlier today.
The offering aims to fully fund the Concurrent Repurchase
through issue of the Bonds with any remaining proceeds used to help
fund the Group's development pipeline, provide resources for future
acquisitions and otherwise be used for general corporate
purposes.
Offering of Bonds
The Bonds will carry a coupon of 1.5% per annum payable
semi-annually in arrear and will, subject to certain conditions, be
convertible into fully paid ordinary shares of the Company (the
"Shares").
The initial conversion price will be set at a premium of 37.5%
above the volume weighted average price of a Share for the two
consecutive trading days starting on 6 June 2019. The initial
conversion price will be subject to adjustment in certain
circumstances in accordance with the terms and conditions of the
Bonds.
Settlement of the Bonds is expected to take place on or about 12
June 2019.
Concurrent Repurchase
At the close of the reverse bookbuilding process, the Group
received indications of interest from holders of the Outstanding
Bonds representing GBP146.2 million in aggregate principal amount
of the Outstanding Bonds (approximately 97.5% of the outstanding
principal amount).
Following the reference share price being set, which is expected
after close of market on 7 June, the Company will publish a press
release announcing the final repurchase price per GBP100,000 in
principal amount of Outstanding Bonds.
Settlement of the Concurrent Repurchase is expected to occur on
13 June 2019.
GBP3.8 million in aggregate principal amount of the Outstanding
Bonds is expected to remain outstanding immediately following
settlement of the Concurrent Repurchase. As 15% or less of the
principal amount of the Outstanding Bonds will remain outstanding,
the Group understands that Derwent London Capital No. 2 (Jersey)
Limited may subsequently elect to redeem the Outstanding Bonds in
accordance with their terms and conditions, and if so, a further
press release will be published regarding such redemption.
The Group reserves the right to acquire, through open market
purchases, privately negotiated transactions or otherwise,
Outstanding Bonds from time to time after settlement of the
Concurrent Repurchase at a price which may be more or less than the
repurchase price and could be for cash or other consideration or
otherwise on terms more or less favourable than those contemplated
in the Concurrent Repurchase.
Barclays Bank PLC and HSBC Bank plc acted as Joint Global
Coordinators and Joint Dealer Managers for the offering and
Concurrent Repurchase. Barclays Bank PLC, HSBC Bank plc, J.P.
Morgan Securities plc and UBS AG London Branch acted as Joint
Bookrunners for the offering. Rothschild & Co is acting as
financial adviser to the Company in relation to the offering and
the Concurrent Repurchase.
For further information please contact:
Derwent London plc
Tel: +44 (0)20 7659 3000 Quentin Freeman, Head of Investor
Relations
Damian Wisniewski, Finance Director
About Derwent London plc
Derwent London plc owns 86 buildings in a commercial real estate
portfolio predominantly in central London valued at GBP5.2 billion
(including joint ventures) as at 31 December 2018, making it the
largest London-focused real estate investment trust (REIT).
The Company's experienced team has a long track record of
creating value throughout the property cycle by regenerating its
buildings via development or refurbishment, effective asset
management and capital recycling.
The Company typically acquires central London properties
off-market with low capital values and modest rents in improving
locations, most of which are either in the West End or the Tech
Belt. The Company capitalises on the unique qualities of each of
its properties - taking a fresh approach to the regeneration of
every building with a focus on anticipating tenant requirements and
an emphasis on design.
Reflecting and supporting the Company's long-term success, the
business has a strong balance sheet with modest leverage, a robust
income stream and flexible financing.
Landmark schemes in the Company's 5.4 million sq ft portfolio
include White Collar Factory EC1, Angel Building EC1, The Buckley
Building EC1, 1-2 Stephen Street W1, Horseferry House SW1 and Tea
Building E1.
In 2019 to date, the Group has won the CoStar West End Deal of
the Year for Brunel Building. In 2018, the Group won EG Offices
Company of the Year, whilst White Collar Factory scooped RIBA
National and London awards, RICS National and London awards, two
BCO awards for Commercial Workplace and Innovation, an EG Creative
Places award and an NLA Wellbeing award. 25 Savile Row also won
RIBA National and London awards and SKA Gold for the fit-out. In
2013 the Company launched a voluntary Community Fund and has to
date supported 76 community projects in Fitzrovia and the Tech
Belt.
The Company is a public limited company, which is listed on the
London Stock Exchange and incorporated and domiciled in the UK. The
address of its registered office is 25 Savile Row, London, W1S
2ER.
IMPORTANT NOTICE IN RELATION TO THE BONDS
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE COMPANY, THE JOINT
BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT
AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS
PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE
BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED
OTHER THAN IN JERSEY. PERSONS INTO WHOSE POSSESSION THIS PRESS
RELEASE COMES ARE REQUIRED BY THE ISSUER, THE COMPANY AND THE JOINT
BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH
RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS RELEASE IS NOT
AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY
SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED
TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
(THE "EEA") AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS
DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMED.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS AMED ("MIFID II"); (B) ARTICLES 9 AND 10
OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID
II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II
PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY
LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH
ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT
GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO,
THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH
HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS
DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE
BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE
APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMING
THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE
MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR
SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR
REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND
DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE
REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN
RELATION TO ANY OFFERING OF THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES
NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS
FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMATION TO ANY INVESTOR
OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER
ACTION WHATSOEVER WITH RESPECT TO THE BONDS.
THE BONDS ARE NOT INTED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A
RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A
RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II;
OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC,
WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS
DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO
KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014,
AS AMED (THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE BONDS
OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA
HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR
OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA
MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS
(I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON
OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER
THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED
INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN
THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER
STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE
ISSUER'S AND THE COMPANY'S PUBLICLY AVAILABLE INFORMATION. THE
COMPANY IS SOLELY RESPONSIBLE FOR THE CONTENTS OF THIS PRESS
RELEASE. NEITHER THE JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE
AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE
ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS
PRESS RELEASE OR THE ISSUER'S AND THE COMPANY'S PUBLICLY AVAILABLE
INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS
SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING
DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT
IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE
ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON
CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE BONDS
(TOGETHER WITH THE BONDS, THE "SECURITIES"). NONE OF THE ISSUER,
THE COMPANY OR THE JOINT BOOKRUNNERS MAKE ANY REPRESENTATION AS TO
(I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR,
(II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX
CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE
PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE
TO COMPETING INVESTMENTS.
THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF THE ISSUER AND THE
COMPANY AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND IN THE
CASE OF THE JOINT GLOBAL COORDINATORS THE CONCURRENT REPURCHASE,
AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE
PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS OR FOR
PROVIDING ADVICE IN RELATION TO THE SECURITIES OR THE OUTSTANDING
BONDS.
BARCLAYS BANK PLC, HSBC BANK PLC, J.P. MORGAN SECURITIES PLC AND
UBS AG LONDON BRANCH ARE EACH AUTHORISED BY THE PRUDENTIAL
REGULATION AUTHORITY AND REGULATED BY THEFINANCIAL CONDUCT
AUTHORITY AND PRUDENTIAL REGULATION AUTHORITY IN THE UNITED
KINGDOM.
EACH OF THE ISSUER, THE COMPANY, THE JOINT BOOKRUNNERS AND THEIR
RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR
UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN
THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE.
Forward-looking statements
This press release contains certain forward-looking statements
about the future outlook of the Company. By their nature, any
statements about future outlook involve risk and uncertainty
because they relate to events and depend on circumstances that may
or may not occur in the future. Actual results, performance or
outcomes may differ materially from any results, performance or
outcomes expressed or implied by such forward-looking
statements.
No representation or warranty is given in relation to any
forward-looking statements made by the Company or any of the Joint
Bookrunners, including as to their completeness or accuracy. The
Company does not undertake to update any forward-looking statements
whether as a result of new information, future events or otherwise.
Nothing in this press release should be construed as a profit
forecast.
IMPORTANT NOTICE IN RELATION TO THE REPURCHASE
THIS PRESS RELEASE DOES NOT CONSTITUTE an offer to sell or buy
or a solicitation of an offer to sell or buy the Outstanding Bonds
or any other securities.
N.M. ROTHSCHILD & SONS LIMITED ("ROTHSCHILD & CO") WHICH
IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY IN
THE UNITED KINGDOM, IS ACTING FOR THE COMPANY AND NO ONE ELSE IN
CONNECTION WITH THE ISSUE OF THE BONDS AND THE REPURCHASE OF THE
OUTSTANDING BONDS AND WILL NOT BE RESPONSIBLE TO ANY PERSON OTHER
THAN THE COMPANY FOR PROVIDING PROTECTIONS AFFORDED TO CLIENTS OF
ROTHSCHILD & CO NOR FOR PROVIDING ADVICE IN RELATION TO THE
ISSUE OF THE BONDS AND THE REPURCHASE OF THE OUTSTANDING BONDS.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IODFMGGVVKFGLZM
(END) Dow Jones Newswires
June 05, 2019 12:45 ET (16:45 GMT)
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