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 UNITED KINGDOM DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
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 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
DOCUMENT.
Coventry Building Society
announces the results of its Tender Offer in respect of its £415m
Perpetual Contingent Convertible Additional Tier 1 Capital
Securities (ISIN: XS1961836712)
11
JUNE 2024. On 3 June 2024, Coventry
Building Society (the Society) announced an invitation to
eligible holders of its outstanding £415,000,000 Perpetual
Contingent Convertible Additional Tier 1 Capital Securities (ISIN:
XS1961836712) (the Capital
Securities) to tender their Capital Securities for purchase
by the Society for cash, subject to satisfaction (or waiver) of the
New Financing Condition and the other conditions described in the
Tender Offer Memorandum (as defined below) prepared by the Society
in connection with the Offer (the Offer).
The Offer was made on the terms and
subject to the conditions contained in a tender offer memorandum
dated 3 June 2024 (the Tender
Offer Memorandum), as updated by the Society's announcement
of the Target Acceptance Amount dated 5 June 2024 (the Target Acceptance Amount Announcement),
both prepared by the Society, and subject to the offer restrictions
set out in the Tender Offer Memorandum. Capitalised terms used in
this announcement but not defined herein have the meanings given to
them in the Tender Offer Memorandum.
The expiration deadline for the
Offer was 4.00 p.m. (London time) on 10 June 2024. The Society now
announces the results of the Offer.
Results of the
Offer
£388,124,000 in aggregate principal
amount of the Capital Securities was validly tendered for purchase
in the Offer. The Society announces that, conditional upon the
satisfaction or waiver of the New Financing Condition on or prior
to the Settlement Date, it accepts for purchase all such Capital
Securities validly tendered in the Offer.
The settlement date for the Offer
(subject to the satisfaction or waiver of the New Financing
Condition on or prior to such date) is expected to be 12 June
2024.
The New Financing Condition will be
satisfied upon the successful completion (in the sole determination
of the Society) of the issue of the New Capital Securities. The
completion of the issue of the New Capital Securities (and,
accordingly, satisfaction of the New Financing Condition) is
currently expected to occur today.
Capital Securities purchased by the
Society pursuant to the Offer are expected to be cancelled.
Following such cancellation, £26,876,000 in aggregate principal
amount of the Capital securities will remain
outstanding.
UK
MARKET ABUSE REGULATION
This announcement is made by Coventry Building
Society 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 United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018
(UK MAR), encompassing information relating to the Offer described
above. For the purposes of UK MAR and the Implementing Technical
Standards, this announcement is made by Lee Raybould, Chief
Financial Officer of Coventry Building
Society.
LEI: 2138004G59FXEAZ6IO10
DISCLAIMER This announcement
must be read in conjunction with the Tender Offer Memorandum, as
updated by Target Acceptance Amount Announcement. The Offer has 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
comes are required by each of the Society, the Dealer Managers and
the Tender and Information Agent to inform themselves about, and to
observe, any such restrictions.