Keepmoat Announces Cash Tender Offer for its 9.500% Senior Secured Notes due 2019

Keepmoat today announced the commencement of a tender offer by Keystone Financing PLC (the “Issuer”) to purchase up to an aggregate principal amount not to exceed, inclusive of accrued and unpaid interest, of £163 million (as the same may be increased, decreased or waived by the Issuer in its sole discretion, (the “Maximum Tender Amount”) of its outstanding 9.500% Senior Secured Notes due 2019 (the “Notes”).

Following the completion of Keepmoat’s sale of its regeneration arm to ENGIE Services Holding UK Limited on April 30, 2017, the Issuer is making an offer to purchase Notes in accordance with the indenture governing the Notes (the “Offer”) at a purchase price of 100% of the principal amount thereof (the “Tender Offer Consideration”) plus accrued and unpaid interest up to, but not including, the Settlement Date specified below (“Accrued Interest”). The gross proceeds of the sale, subject to customary closing adjustments were £330 million. The Issuer has used part of the net proceeds from such sale of the regeneration arm to pay a dividend of £145 million. It will use £163 million to offer to purchase the Notes and, to the extent not applied in the Offer, to redeem Notes. Any redemption would be at a higher price than that specified in the Offer.

The terms and conditions of the offer are described in the Offer document dated as of May 15, 2017 to be distributed to the holders of the Notes.

The consideration for each £1,000 principal amount of Notes validly tendered pursuant to the Offer at or prior to the Expiration Time specified below (and not validly withdrawn) and accepted for purchase will be equal to the Tender Offer Consideration and Accrued Interest.

The table below sets forth the ISINs and outstanding aggregate principal amount of the Notes and the consideration in connection with the Offer. The Notes can only be tendered in the Offer in minimum principal amounts of £100,000 and integral multiples of £1,000 in excess thereof.

The Tender Offer Consideration and the Accrued Interest will be payable in cash on the Settlement Date to those holders whose Notes are accepted for purchase in the Offer.

If the aggregate principal amount of Notes validly tendered and not validly withdrawn, inclusive of Accrued Interest payable with respect to such Notes, exceeds the Maximum Tender Amount, Notes validly tendered and not validly withdrawn will be accepted for purchase on a pro rata basis (rounded downward to avoid the repurchase of Notes other than in minimum principal amounts of £100,000 and integral multiples of £1,000 in excess thereof). In such event, the Issuer will only accept tenders of the Notes subject to such proration to the extent such proration will not result in it accepting for purchase

Notes from the relevant Holder in an aggregate principal amount of less than the minimum authorized denomination of the Notes of £100,000. All Notes not accepted as a result of proration will be rejected from the Offer.

The Issuer may, in its sole discretion, amend the terms of the Offer, waive any or all of the conditions of the Offer prior to the Expiration Time, extend the Expiration Time or increase, decrease or waive the Maximum Tender Amount, subject to applicable law and as provided in the Offer.

The Offer is subject to amendment or withdrawal at the Issuer’s discretion at any time.

In addition, the Issuer may terminate the Offer if any of the conditions set forth in the Offer shall not have been satisfied or waived by the Issuer or in order to comply, in whole or in part, with any applicable law.

The Issuer intends to cancel and retire all of the Notes purchased pursuant to the Offer.

Prior to or immediately after the Expiration Time, the Issuer intends to make an optional redemption of the Notes in accordance with Article 3 of the Indenture. The Issuer intends to redeem Notes in a total principal amount of £163 million, less any amounts applied to this Offer. The redemption price would be equal to 104.750% of the principal amount of the Notes tendered.

Important dates

Expiration time

  • Calendar date - 5:00 p.m., London time, June 13, 2017, unless extended by the Issuer in its sole discretion.
  • Event - The deadline for Holders to tender Notes pursuant to the Offer in order to be eligible to receive payment of the Tender Offer Consideration. If a broker, dealer, commercial bank, trust company or other nominee holds your Notes, such nominee may have earlier deadlines for accepting the Offer at or prior to the Expiration Time. You should promptly contact the broker, dealer, commercial bank, trust company or other nominee that holds your Notes to determine its deadline or deadlines.

Withdrawal time

  • Calendar date - 5:00 p.m., London time, June 13, 2017, for all Notes tendered at or prior to before 5:00 p.m., London time, on that date, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Issuer), unless extended by the Issuer in its sole discretion.
  • Event - The deadline for Holders to withdraw tenders of Notes validly. Only Notes tendered before the Withdrawal Time may validly be withdrawn. If tenders are validly withdrawn, the Holder will no longer be eligible to receive the applicable consideration on the Settlement Date (unless the Holder validly re-tenders such Notes at or prior to the Expiration Time). Holders of re-tendered Notes will be eligible to receive the Tender Offer Consideration in respect of such Notes depending on the date and time such Notes are validly re-tendered.

Settlement date

  • Calendar date - Promptly after the Expiration Time. The Issuer expects that this date will be on or about June 15, 2017, which is the second Business Day after the Expiration Time.
  • Event - The day that Holders will be paid the Tender Offer Consideration and Accrued Interest for Notes validly tendered at or prior to the Expiration Time and that are accepted for purchase.

Holders with questions about the Offer should contact the Issuer. Requests for copies of the Offer should be directed to the Issuer at [email protected]. Any questions or requests for assistance may be directed to the Issuer at the address and telephone number set forth below.

None of Keepmoat or the Issuer is making any recommendations to holders of Notes as to whether to tender or refrain from tendering their Notes in the Offer. Holders of Notes must decide how many Notes they will tender, if any.

This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The tender offer is made solely pursuant to the Offer dated May 15, 2017.

For further information, contact the Issuer:

Keystone Financing PLC The Waterfront, Lakeside Boulevard, Doncaster, South Yorkshire, DN4 5PL Attention: Lisa Newbold Tel: 01302 346 620 Email: [email protected]

Forward-Looking Statements

Keepmoat cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Keepmoat’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. Certain of these factors are discussed in more detail in the Offer document and under “Principal risks and uncertainties” and elsewhere in Keepmoat’s annual report for the year ended March 31, 2016. There can be no assurance that the transactions contemplated in this announcement will be completed. Keepmoat assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.

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