THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN
THE MEANING OF ARTICLE 7 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").
June 24, 2024
Imperial Brands Finance PLC (formerly known as Imperial
Tobacco Finance PLC) announces cash tender offer for up to the
Maximum Acceptance Amount of its outstanding U.S.$1,500,000,000
4.250% Notes due 2025
Imperial Brands Finance PLC (the
"Offeror") announces today
an offer to purchase up to the Maximum Acceptance Amount (as the
same may be increased or decreased at the Offeror's sole
discretion, subject to applicable law) of its outstanding
U.S.$1,500,000,000 4.250% Notes due 2025 (the "Notes"), issued by the Offeror and
guaranteed by Imperial Brands PLC (formerly known as Imperial
Tobacco Group PLC, the "Guarantor", and, together with its
subsidiaries, the "Group"),
for cash (the "Offer"). The
terms and conditions of the Offer are described in an offer to
purchase dated June 24, 2024 (the "Offer to Purchase"). Capitalized terms
not otherwise defined in this announcement have the same meaning as
assigned to them in the Offer to Purchase.
Noteholders are advised to read
carefully the Offer to Purchase for full details of, and
information on the procedures for participating in, the
Offer.
The following table sets forth
certain information relating to the Offer.
|
Description of
Notes
|
CUSIP/ ISIN
|
Principal Amount
Outstanding
|
Early Tender
Premium(1)
|
Reference
Security
|
Bloomberg Reference
Page/Screen
|
Fixed Spread (basis
points)(1)
|
Early Tender Offer
Consideration(1)
|
Maximum Acceptance
Amount
|
|
US$1,500,000,000 4.250 per cent.
Notes due 2025
|
Rule 144A: 453140AF2/
US453140AF21
Reg S: G4721VNU4/
USG4721VNU46
|
US$1,500,000,000
|
US$30 per US1,000
|
3.00% US Treasury due July 15,
2025
|
FIT 4
|
35
|
To be determined as described in the
Offer to Purchase
|
US$500,000,000 in aggregate
principal amount of the Notes (or such greater or lesser amount as
the Offeror may determine in its sole and absolute
discretion)
|
(1) For the avoidance of doubt, the
Early Tender Premium is already included within the Early Tender
Offer Consideration (which will be calculated using the Fixed
Spread over the Reference Yield as described in the Offer to
Purchase) and is not in addition to the Early Tender Offer
Consideration. In addition, Noteholders whose Notes are accepted
for purchase will also receive Accrued Interest on such
Notes.
Purpose of the Offer
The Offeror is making the Offer as
part of a refinancing of certain of its existing debt. The Offer,
together with the proposed concurrent offering of one or more
series of debt securities, is intended to extend the Offeror's debt
maturity profile. Notes purchased in the Offer will be retired and
cancelled.
Early Tender Offer Consideration and Tender Offer
Consideration
Subject to the Maximum Acceptance
Amount, on the Early Settlement Date, Noteholders that validly
tender their Notes (and do not validly withdraw such Notes) at or
before the Early Tender Deadline (provided such tender is received
by the Information & Depositary Agent at or prior to the Early
Tender Deadline), if the Offeror accepts the tender of such Notes,
will receive (subject to possible pro-rata scaling and the conditions
described in the Offer to Purchase) the Early Tender Offer
Consideration calculated in accordance with the formula described
in the Offer to Purchase, and calculated with reference to the
Fixed Spread over the Reference Yield. For the avoidance of doubt,
the Early Tender Premium is already included within the Early
Tender Offer Consideration (when calculated in such manner) and is
not in addition to the Early Tender Offer Consideration.
Provided that the total aggregate
principal amount of Notes validly tendered and accepted for
purchase by the Offeror as of the Early Tender Deadline is lower
than the Maximum Acceptance Amount, on the Final Settlement Date,
Noteholders that validly tender their Notes after the Early Tender
Deadline but at or before the Expiration Deadline (provided such
tender is received by the Information & Depositary Agent at or
before the Expiration Deadline), if the Offeror accepts the tender
of such Notes, will receive (subject to possible pro-rata scaling
and the conditions described in the Offer to Purchase) a cash
consideration per US$1,000 principal amount of the Notes equal to
the Early Tender Offer Consideration minus Early Tender Premium
(the "Tender Offer
Consideration").
In addition to the payment of the
Early Tender Offer Consideration or the Tender Offer Consideration,
as the case may be, the Offeror will pay an amount in respect of
accrued and unpaid interest for all Notes validly tendered at or
before the Early Tender Deadline or the Expiration Deadline, as
applicable, and delivered and accepted for purchase by the Offeror
pursuant to the Offer, from and including the interest payment date
for the Notes immediately preceding the relevant Settlement Date to
but excluding such Settlement Date.
Acceptance and Scaling
The Offeror proposes to accept for
purchase Notes up to the Maximum Acceptance Amount. Accordingly,
subject to satisfaction or waiver of the conditions set out in the
Offer to Purchase, including the New Financing Condition (as
defined below):
(a) If acceptance of
the total aggregate principal amount of Notes validly tendered as
of the Early Tender Deadline would exceed the Maximum Acceptance
Amount, the Offeror intends to accept such Notes on a pro-rata basis such that the total
aggregate principal amount of such Notes accepted for purchase is
equal to the Maximum Acceptance Amount. In this instance, any Notes
tendered after the Early Tender Deadline will not be accepted for
purchase.
(b) If the total
aggregate principal amount of Notes validly tendered as of the
Early Tender Deadline is less than the Maximum Acceptance Amount
and the total aggregate principal amount of Notes validly tendered
during the Late Tender Period would exceed the Remaining Acceptance
Amount, the Offeror intends to accept (i) all Notes validly
tendered as of the Early Tender Deadline in full; and (ii) the
Notes validly tendered in the Late Tender Period on a pro-rata basis such that the total
aggregate principal amount of Notes accepted for purchase by the
Offeror is equal to the Maximum Acceptance Amount.
(c) To the
extent the total aggregate principal amount of Notes validly
tendered as of the Early Tender Deadline is less than the Maximum
Acceptance Amount and the total aggregate principal amount of Notes
validly tendered in the Late Tender Period is lower than the
Remaining Acceptance Amount, the Offeror intends to accept all
Notes validly tendered in full.
For more details on potential
proration, please refer to the Offer to the
Purchase.
Conditions of the Offer
The Offer is not conditioned on any
minimum amount of Notes being tendered.
The Offeror's obligation to accept
and pay for Notes in the Offer is, however, subject to the
satisfaction or waiver of the conditions described in "Terms and Conditions of the Offer" of
the Offer to Purchase, including the successful completion of the
offering of new US$-denominated fixed rate
notes (together with the guarantee thereof, the "New Notes") (which the Offeror has
today announced its intention to issue, subject to market
conditions), on terms and subject to conditions satisfactory to the
Offeror in its sole discretion (the "New Financing Condition"), contained in the
Offer to Purchase. Subject to applicable securities laws and the
terms and conditions set forth in the Offer to Purchase, the
Offeror reserves the right, with respect to the Offer made by it,
(i) to waive or modify in whole or in part any and all conditions
to the Offer, (ii) to extend the Early Tender Deadline, the
Expiration Deadline, any Settlement Date and/or the deadline for exercise of Noteholders' withdrawal
rights, (iii) to modify or terminate the
Offer or (iv) to otherwise amend the Offer (including the Maximum
Acceptance Amount) in any respect.
Allocation of New Notes
A Noteholder that has validly
tendered, or indicated its firm intention to tender, its Notes for
purchase pursuant to the Offer prior to the Early Tender Deadline
and wishes to subscribe for New Notes in addition to tendering
Notes for purchase pursuant to the Offer may, after having made a
separate application for the purchase of such New Notes to a Dealer
Manager (in its capacity as a joint bookrunner of the issue of the
New Notes), at the sole and absolute discretion of the Offeror,
receive priority (the "New Issue
Priority") in the allocation of the New Notes, subject to
the issue of the New Notes. When considering allocation of the New
Notes, the Offeror intends to give preference to those Noteholders
who, prior to such allocation, have tendered, or indicated to the
Offeror or any of the Dealer Managers their firm intention to
tender, Notes and subscribe for New Notes. Any allocation of the
New Notes may, subject to the sole and absolute discretion of the
Offeror, be less than, equal to or greater than the aggregate
principal amount of the Notes tendered or firmly indicated to be
tendered.
However, the Offeror is not obliged
to allocate the New Notes to a Noteholder who has validly tendered
or indicated its firm intention to tender its Notes pursuant to the
Offer. Any allocation of the New Notes, while being considered by
the Offeror as set out above, will be made in accordance with
standard new issue procedures. Any investment decision to purchase
any New Notes should be made solely on the basis of the information
contained in the prospectus dated February 16, 2024, (as
supplemented by the supplement thereto dated June 7, 2024, and the
final terms to be dated on or around June 27, 2024, the
"Prospectus") to be
prepared in connection with the issue and offering of the New
Notes, and no reliance should be placed on any information
other than that contained in the Prospectus. Noteholders should note that
the pricing and allocation of the New Notes may take place prior to
the Early Tender Deadline and any Noteholder that wishes to
subscribe for New Notes in addition to tendering existing Notes for
purchase pursuant to the Offer should therefore provide, as soon as
practicable, to any Dealer Manager any indications of a firm
intention to tender Notes for purchase pursuant to the Offer and
the quantum of Notes that it intends to tender in order for this to
be taken into account as part of the New Notes allocation
process.
Unless stated otherwise or as
required by applicable law, announcements in connection with the
Offer will be made by the delivery of notices to DTC for
communication to Direct Participants. Announcements may also be
made by the issue of an announcement or a press release to one or
more Notifying News Service(s) and/or by publication on the website
of the London Stock Exchange plc. Copies of all announcements,
notices and press releases will be available from the Information
& Depositary Agent. All documentation relating to the Offer,
together with any updates, will also be available on the Offer
website (https://www.gbsc-usa.com/imperial/)
operated by the Information & Depositary Agent for the purpose
of the Offer.
A tender of Notes for purchase
pursuant to the Offer should be made by the submission of a valid
Tender Instruction prior to the Early Tender Deadline or the
Expiration Deadline, as applicable, as set out in the Offer to
Purchase.
Indicative timetable
The following timetable sets out the
expected dates and times of the key events relating to the Offer.
This is an indicative timetable and is subject to
change.
Indicative Timeline (New York City time)
|
Date
|
Calendar Date and Time
|
Event
|
|
Commencement of the Offer
|
June 24, 2024
|
Offer announced. Offer to Purchase
available from the Information & Depositary Agent. Beginning of
Offer period.
|
|
Early Tender Deadline
|
5:00 p.m., on July 8,
2024
|
Deadline for receipt by the
Information & Depositary Agent of all Tender Instructions in
order for Noteholders to be able to participate in the Offer and to
be eligible to receive the Early Tender Offer Consideration and the
Accrued Interest Payment on the Early Settlement Date. Tender
Instructions may not be revoked after the Early Tender
Deadline.
|
|
Announcement of Early
Results
|
As soon as reasonably practicable
after the Early Tender Deadline (expected to be July 9,
2024)
|
The Offeror will announce (i)
whether the New Financing Condition has been satisfied; (ii) the
aggregate principal amount of Notes validly tendered at or before
the Early Tender Deadline; (iii) its decision whether to accept
valid tenders of Notes for purchase pursuant to the Offer on the
Early Settlement Deadline and, if so, the aggregate principal
amount of such Notes and (iv) the Scaling Factor or the Remaining
Acceptance Amount (as applicable), in accordance with the methods
set out in the Offer to Purchase.
|
|
Price Determination Date
|
10:00 a.m., on July 9,
2024
|
The Dealer Managers will calculate
the Early Tender Offer Consideration for the Notes in the manner
described in the Offer to Purchase
|
|
Announcement of Pricing of
Offer
|
As soon as reasonably practicable
after the Price Determination Date (expected to be July 9,
2024)
|
Announcement of (i) the Reference
Yield, (ii) the Early Tender Offer Consideration, and (iii) the
Tender Offer Consideration.
|
|
Early Settlement Date
|
July 11, 2024
|
Subject to the satisfaction or
waiver of the conditions to the Offer, including the New Financing
Condition, expected settlement date for Notes validly tendered at
or before the Early Tender Deadline and accepted for purchase
pursuant to the Offer. Payment of Early Tender Offer Consideration
and the Accrued Interest Payment in respect of all such
Notes.
|
|
Expiration Deadline
|
5:00 p.m., on July 23,
2024
|
Deadline for receipt by the
Information & Depositary Agent of all Tender Instructions in
order for Noteholders to be able to participate in the Offer and to
be eligible to receive the Tender Offer Consideration and the
Accrued Interest Payment on the Final Settlement Date.
|
|
Announcement of Final
Results
|
As soon as reasonably practicable
after the Expiration Deadline (expected to be July 24,
2024)
|
Provided the total aggregate
principal amount of Notes validly tendered and accepted for
purchase by the Offeror as of the Early Tender Deadline is lower
than the Maximum Acceptance Amount and the conditions to the Offer
(including the New Financing Condition) having been satisfied or
waived, the Offeror will announce (i) its decision whether to
accept valid tenders of Notes for purchase pursuant to the Offer on
the Final Settlement Deadline and, if so, the aggregate principal
amount of such Notes, (ii) the Scaling Factor (if applicable), and
(iii) the aggregate principal amount of Notes that will remain
outstanding following completion of the Offer
|
|
Final Settlement Date
|
July 25, 2024
|
Subject to the satisfaction or
waiver of the conditions to the Offer, including the New Financing
Condition, expected settlement date for Notes validly tendered
after the Early Tender Deadline (but at or before the Expiration
Deadline) and accepted for purchase pursuant to the Offer. Payment
of Tender Offer Consideration and the Accrued Interest Payment in
respect of all such Notes
|
The above dates and times are
subject, where applicable, to the right of the Offeror to extend,
re-open, amend, and/or terminate the Offer, subject to applicable
securities laws and the terms set within the Offer to
Purchase. Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes as to
when such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (at or before the Early Tender Deadline) revoke their
instruction to participate in, the Offer before the deadlines
specified above. The deadlines set by any such intermediary and DTC
for the submission of Tender Instructions will be earlier than the
relevant deadlines specified above.
Noteholders are advised to read
carefully the Offer to Purchase for full details of and information
on the procedures for participating in the Offer.
Further information
Noteholders may access the Offer to
Purchase at https://www.gbsc-usa.com/imperial/.
Questions and requests for
assistance in connection with the Offer may be directed to the
Dealer Managers:
Questions and requests for
assistance in connection with the tender of Notes including
requests for a copy of the Offer to Purchase may be directed
to:
Dealer Managers
|
Merrill Lynch
International
2 King Edward
Street
London EC1A 1HQ
United Kingdom
|
Mizuho Securities USA
LLC
1271 Avenue of
the Americas
New York, NY 10020
United States of America
|
|
Attention: Liability
Management Group
Telephone (Europe): +44 207 996 5420
Telephone (U.S. Toll Free): +1 (888) 292-0070
Telephone (U.S.): +1 (980) 387-3907
Email: DG.LM-EMEA@bofa.com
|
Attention: Liability
Management
Telephone (Europe): +34 91 790 7559
Telephone (U.S. Toll Free): +1 (866) 271-7403
Telephone (U.S.): +1 (212) 205-7736
Email: FI-DCM-LiabilityManagement@mizuhogroup.com
|
Information Agent:
|
Global Bondholder Services
Corporation
65
Broadway - Suite 404
New York,
New York 10006
Attention: Corporate Actions
Bankers
and Brokers call: +1 (212) 430-3774
Toll
free: +1 (855) 654-2015
Website: https://www.gbsc-usa.com/imperial/
|
Depositary Agent:
|
Global Bondholder Services
Corporation
By
facsimile (For Eligible Institutions only): +1 (212)
430-3775/3779
Confirmation: +1 (212) 430-3774
Email: contact@gbsc-usa.com
|
NOTICE AND DISCLAIMER
This press release is neither an
offer to purchase, nor a solicitation of an offer to sell the Notes
or any other securities. The Offeror is making the Offer only by,
and pursuant to, the terms of the Offer to Purchase. The Offer is
not being made in any jurisdiction in which the making of or
acceptance thereof would not be in compliance with the securities
laws, blue sky laws or other laws of such jurisdiction. None of the
Offeror, the Dealer Managers or the Information & Depositary
Agent is making any recommendation as to whether Noteholders should
tender or refrain from tendering their Notes in response to the
Offer or how much they should tender. Each Noteholder must make
his, her or its own decision as to whether to tender or refrain
from tendering Notes and, if a Noteholder determines to tender, as
to how many Notes to tender.
This announcement must be read in
conjunction with the Offer to Purchase. This announcement and the
Offer to Purchase contain important information which should be
read carefully before any decision is made with respect to the
Offer. If any Noteholder is in any doubt as to the contents of the
Offer to Purchase or the action it should take, it is recommended
to seek its own legal, accounting and financial advice, including
in respect of any tax consequences, 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 must contact such entity if it wishes to tender such Notes
pursuant to the Offer.
The New Notes have not been and will
not be registered under the United States Securities Act of 1933.
The Offer is not an offer to sell or a solicitation of an offer to
buy the New Notes. No action has been or will be taken in any
jurisdiction in relation to the New Notes to permit a public
offering of securities.
UK
MARKET ABUSE REGULATION
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 as it forms part of UK
domestic law by virtue of the EUWA ("UK MAR"), encompassing information
relating to the Offer described above. For the purposes of UK
MAR and Article 2 of the binding technical
standards published by the Financial Conduct Authority in relation
to MAR as regards Commission Implementing Regulation (EU)
2016/1055, this announcement is made by
Matthew Slade, Director of the Offeror.
FORWARD-LOOKING INFORMATION
This announcement contains certain
forward-looking statements that reflect the Offeror's intent,
beliefs or current expectations about the future and can be
recognized by the use of words such as "expects," "will,"
"anticipate," or words of similar meaning. These forward-looking
statements are not guarantees of any future performance and are
necessarily estimates reflecting the best judgment of the senior
management of the Offeror and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. As a
consequence, these forward-looking statements should be considered
in light of various important factors that could cause actual
results to differ materially from estimates or projections
contained in the forward-looking statements, which include, without
limitation, the risk factors set forth in the Offer to Purchase.
The Offeror cannot guarantee that any forward-looking statement
will be realized, although they believe they have been prudent in
their respective plans and assumptions. Achievement of future
results is subject to risks, uncertainties and assumptions that may
prove to be inaccurate. Should known or unknown risks or
uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those
anticipated, estimated or projected. The Offeror undertakes no
obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances or to
reflect the occurrence of unanticipated events, except as required
by applicable law.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to
Purchase do not constitute an offer or an invitation to participate
in the Offer in any jurisdiction in which, or to any person to or
from whom, it is unlawful to make such offer or invitation or for
there to be such participation under applicable laws. The
distribution of this announcement and the Offer to Purchase in
certain jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Offer to Purchase comes are
required by each of the Offeror, the Dealer Managers and the
Information & Depositary Agent to inform themselves about and
to observe any such restrictions.
United Kingdom
The communication of this
announcement, the Offer to Purchase and any other documents or
materials relating to the Offer are not being made and such
documents and/or materials have not been approved by an authorised
person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, persons in
the United Kingdom other than (i) to those persons in the United
Kingdom falling within the definition of investment professionals
(as defined by Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 ("Financial Promotion Order")),
(ii) to those persons falling within Article 43(2)
of the Financial Promotion Order, or (iii)
to any other persons to whom it may otherwise lawfully be made
under the Financial Promotion Order.
France
This announcement, the Offer to
Purchase and any other documents or offering materials relating to
the Offer may not be distributed in the Republic of France except
to qualified investors (investisseurs qualifiés) as defined in
Article 2(e) of the Prospectus Regulation. This announcement and
the Offer to Purchase have not been and will not be submitted for
clearance to the Autorité des
marchés financiers.
Italy
None of the Offer, this
announcement, the Offer to Purchase or any other documents or
materials relating to the Offer has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società e la
Borsa ("CONSOB"),
pursuant to applicable Italian laws and regulations. The Offer is
being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant
to article 101- bis, paragraph 3-bis of the Legislative Decree No.
58 of February 24, 1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999,
as amended (the "Issuers'
Regulation"). The Offer is also being carried out in
compliance with article 35-bis, paragraph 7 of the Issuers'
Regulation. Noteholders or beneficial owners of the Notes that are
located in Italy can tender the Notes through authorized persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 20307 of February
15, 2018, as amended from time to time, and Legislative Decree No.
385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by
CONSOB or any other Italian authority.
General
The Offer does not constitute an
offer to buy or the solicitation of an offer to sell Notes in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities or other laws require the
Offer to be made by a licensed broker or dealer and any of the
Dealer Managers or, where the context so requires, any of their
respective affiliates is such a licensed broker or dealer in that
jurisdiction, the Offer shall be deemed to be made on behalf of the
Offeror by such Dealer Manager or affiliate (as the case may be) in
such jurisdiction.
Each Noteholder participating in the
Offer will be deemed to give certain representations in respect of
the jurisdictions referred to above and generally as set out in
"Procedures for Participating in
the Offer" in the Offer to Purchase. Any tender of Notes for
purchase pursuant to the Offer from a Noteholder that is unable to
make these representations may be rejected. Each of the Offeror,
the Guarantor, the Dealer Managers and the Information &
Depositary Agent reserves the right, in their absolute discretion,
to investigate, in relation to any tender of Notes for purchase
pursuant to an Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and
as a result the Offeror determines (for any reason) that such
representation is not correct, such tender may be
rejected.
Please see the Offer to Purchase for
certain other important information on offer restrictions
applicable to the Offer.