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AA Senior Co Limited – Tender Offer 2024 (XS) - Launch

AA Senior Co Limited Announcement of Tender Offer - XS0949169923

13 MAY 2024


Full announcement including disclaimers and offer restrictions available via Euronext


AA Senior Co Limited (the “Borrower”) today announces the invitation to eligible holders (subject to the “Offer and Distribution Restrictions” (as described below)) of the £500,000,000 6.269% Fixed Rate Sub-Class A2 Notes due 2025/2043 issued by AA Bond Co Limited (the “Issuer”) (ISIN: XS0949169923), issued in two tranches, of which £439,381,000 in aggregate principal amount is outstanding (the “Notes”) to tender their Notes for purchase by the Borrower for cash in an aggregate principal amount of no more than the Maximum Acceptance Amount, subject to the right of the Borrower to increase or decrease such amount (the “Offer”).

The Issuer also intends to issue new sterling-denominated Sub-Class A12 Fixed Rate Notes expected to be issued by the Issuer on or about 22 May 2024 (the “New Notes”), subject to market conditions. Whether the Borrower will accept for purchase Notes validly tendered pursuant to the Offer is subject, without limitation, to the successful completion (in the sole determination of the Borrower) of the issue of the New Notes by the Issuer, the proceeds of which will be lent by the Issuer to the Borrower, and applied by the Borrower to fund the Offer (the “New Financing Condition”)."


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"The table below sets forth certain information relating to the Notes:



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"Rationale for the Offer


The Offer is being made as part of the Borrower’s liability management programme to optimise debt maturities in respect of certain of the Borrower’s financing arrangements, as well as to facilitate investors in the New Notes to switch between holdings of the note sub-classes of the Issuer. The Issuer intends to issue the New Notes, which are expected to be issued on or about 22 May 2024, subject to market conditions. Noteholders who have subscribed for and been allocated New Notes in addition to tendering their Notes for purchase pursuant to the Offer can, where the nominal amount of New Notes to be issued is less than the nominal amount outstanding in respect of the Notes, receive Priority of Acceptance (over those who have not subscribed for and been allocated New Notes) through the use of an Acceptance Code for the acceptance of their Notes in the Offer. Whether the Borrower will accept for purchase Notes validly tendered pursuant to the Offer is subject, without limitation, to the New Financing Condition.


Proceeds from the issuance of the New Notes will be used for purchasing the Notes in the Offer. Notes purchased by the Borrower pursuant to the Offer will be surrendered to the Issuer for cancellation and will not be re-issued or re-sold. Notes which have not been validly offered and accepted for purchase pursuant to the Offer will remain outstanding, subject to the Notes Conditions.


The Offer also provides Noteholders with the opportunity to sell their Notes ahead of the next potential Optional Redemption Date, being the next Interest Payment Date on 31 July 2024. Should the Issuer exercise an Optional Redemption of the Notes, the earliest date that notice of such redemption can be provided is 3 June 2024."


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AA Senior Co Limited Announcement of Tender Offer Final Results


15 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Euronext


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"Final Results


The Expiration Deadline for the receipt of valid Tender Instructions in order for Noteholders to participate in the Offer was 4.00 p.m. (London time) on 14 August 2023. As at the Expiration Deadline, a total of £233,716,000 in aggregate principal amount of Notes was validly tendered for purchase pursuant to the Offer.


The Borrower has decided to accept for purchase an aggregate principal amount of Notes amounting to £60,619,000, which results in a Purchase Price payable (excluding any payment due in respect of Accrued Interest) of £60,012,810.00. The pro-ration factor is 32.10 per cent., and is only applicable to Tender Instructions received that are equal to the Purchase Price.


The Purchase Price the Borrower will pay for those Notes accepted for purchase pursuant to the Offer is 99.00 per cent. of the principal amount of Notes. The Borrower will also pay Accrued Interest in respect of such Notes.

The expected Settlement Date for the Offer is 17 August 2023. Following settlement of the Offer, £439,381,000 in aggregate principal amount of the Notes will remain outstanding."


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AA Senior Co Limited Announcement of Tender Offer


07 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Euronext


AA Senior Co Limited (the “Borrower”) today announces the invitation to eligible holders (subject to the “Offer and Distribution Restrictions” (as described below)) of the £500,000,000 6.269% Fixed Rate Sub-Class A2 Notes due 2025/2043 issued by AA Bond Co Limited (the “Issuer”) (ISIN: XS0949169923), issued in two tranches of which £500,000,000 in aggregate principal amount is outstanding (the “Notes”) to tender their Notes for purchase by the Borrower for cash in an aggregate principal amount of no more than the Maximum Acceptance Amount (the “Offer”).

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"The table below sets forth certain information relating to the Notes:"



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***PREVIOUS OFFER DETAILS BELOW***

 

Announcement of Final Results of Tender Offer.


03 FEBRUARY 2023


Full announcement available via EURONEXT.


"Final Results


The Expiration Deadline for the receipt of valid Tender Instructions in order for Noteholders to participate in the Offer was 4.00 p.m. (London time) on 2 February 2023. As at the Expiration Deadline, a total of £307,521,000 in aggregate principal amount of Priority Notes and Tender Only Notes was validly tendered for purchase pursuant to the Offer.


As announced in the Maximum Acceptance Amount Announcement, the Borrower confirms that the Maximum Acceptance Amount is £400,000,000. The Borrower has decided to set the Acceptance Amount at £307,521,000 in aggregate principal amount of Notes.


Accordingly, as the aggregate principal amount of Priority Notes and Tender Only Notes validly tendered for purchase does not exceed the Maximum Acceptance Amount, the Borrower has accepted all Notes validly tendered for purchase, subject to the New Financing Condition.


Subject to the New Financing Condition, the expected Settlement Date for the Offer is 7 February 2023. Following settlement of the Offer, £242,479,000 in aggregate principal amount of the Notes will remain outstanding."

 

Announcement of Maximum Acceptance Amount and an update regarding Acceptance Codes.


27 JANUARY 2023


Full announcement available via EURONEXT.


"Further to the announcement made by AA Senior Co Limited (the “Borrower”) on 23 January 2023 (the “Launch Announcement”) whereby the Borrower announced the invitation to eligible holders (subject to the “Offer and Distribution Restrictions” (as described below)) of the £550,000,000 4.875% Fixed Rate Sub-Class A7 Notes due 2024/2043 issued by AA Bond Co Limited (the “Issuer”) (ISIN: XS1856940462) (of which £550,000,000 in aggregate principal amount is outstanding) (the “Notes”) to tender their Notes for purchase by the Borrower for cash in an aggregate principal amount of no more than the Maximum Acceptance Amount (the “Offer”), the Borrower today announces i) the Maximum Acceptance Amount; and ii) an update regarding Acceptance Codes.


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Maximum Acceptance Amount


The Maximum Acceptance Amount is £400,000,000, subject to the right of the Borrower to increase or decrease such amount in its sole and absolute discretion.


Acceptance Codes


The Dealer Managers have issued Acceptance Codes to all Noteholders who have subscribed for, and been allocated, New Notes. Noteholders can make enquiries concerning Acceptance Codes by contacting the Dealer Managers at the contact details included in this announcement."

 

AA Senior Co Limited (the “Borrower”) today announces the invitation to eligible holders (subject to the “Offer and Distribution Restrictions” (as described below)) of the £550,000,000 4.875% Fixed Rate Sub-Class A7 Notes due 2024/2043 issued by AA Bond Co Limited (the “Issuer”) (ISIN: XS1856940462) (of which £550,000,000 in aggregate principal amount is outstanding) (the “Notes”) to tender their Notes for purchase by the Borrower for cash in an aggregate principal amount of no more than the Maximum Acceptance Amount (the “Offer”).


23 JANUARY 2023


Full announcement available via EURONEXT.


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"The Issuer also intends to issue new sterling-denominated Sub-Class A11 Fixed Rate Notes due 2028/2050 expected to be issued by the Issuer on or about 6 February 2023 (the “New Notes”), subject to market conditions. Whether the Borrower will accept for purchase Notes validly tendered pursuant to the Offer is subject, without limitation, to the successful completion (in the sole determination of the Borrower) of the issue of the New Notes by the Issuer, the proceeds of which will be lent by the Issuer to the Borrower, and applied by the Borrower to fund the Offer (the “New Financing Condition”).


The Maximum Acceptance Amount will be announced by the Borrower as soon as practicable following pricing of the New Notes, which is expected to be on or about 26/27 January 2023. In that announcement, the Borrower will also confirm that Acceptance Codes have been sent by the Dealer Managers to Noteholders who have subscribed for and been allocated New Notes. The Offer is being made on the terms and subject to the conditions set out in the tender offer memorandum dated 23 January 2023 (the “Tender Offer Memorandum”) and is subject to the “Offer and Distribution Restrictions” set out below."


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"Rationale for the Offer


The Offer is being made as part of the Borrower’s liability management programme to optimise debt maturities in respect of certain of the Borrower’s financing arrangements, as well as to facilitate investors in the New Notes to switch between holdings of the note sub-classes of the Issuer. The Issuer intends to issue the New Notes, which are expected to be issued on or about 6 February 2023, subject to market conditions. Noteholders who have subscribed for and been allocated New Notes in addition to tendering their Notes for purchase pursuant to the Offer can receive Priority of Acceptance (over those who have not subscribed for and been allocated New Notes) through the use of an Acceptance Code for the acceptance of their Notes in the Offer. Whether the Borrower will accept for purchase Notes validly tendered pursuant to the Offer is subject, without limitation, to the New Financing Condition.


Proceeds from the issuance of the New Notes will be used for purchasing the Notes in the Offer. Notes purchased by the Borrower pursuant to the Offer will be surrendered to the Issuer for cancellation and will not be re-issued or re-sold. Notes which have not been validly offered and accepted for purchase pursuant to the Offer will remain outstanding."

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