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RAC Ltd – Tender Offer 2024 (XS) MDA - Indicative Results

RAC Limited announces indicative results of its tender offer for RAC Bond Co plc’s £600,000,000 4.870 per cent. Class A-2 Secured Notes due 2026/2046 - XS1404981141

19 MARCH 2024


Full announcement, including disclaimers and offer/distribution restrictions, available via Euronext


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"Participation as at the Expiration Deadline


The Expiration Deadline of the Offer was 4.00 p.m. (London time) on 18 March 2024. As at the Expiration Deadline, the Offeror had received validly submitted Tender Instructions (including both Non-Competitive Tender Instructions and Competitive Tender Instructions) of £276,912,000 in aggregate principal amount of the Notes.


Indicative Results of the Offer


Following the Expiration Deadline and in the event that the Offeror decides to accept valid tenders of Notes pursuant to the offer, the Offeror expects to set the Purchase Spread at 100 bps and the Final Acceptance Amount at £115,000,000 in aggregate principal amount of the Notes.


Accordingly, the Offeror intends to accept for purchase (a) all Notes that are the subject of Non-Competitive Tender Instructions in full; (b) all Notes that are the subject of Competitive Tender Instructions that specified a purchase spread greater than the Purchase Spread, in full (with no pro rata scaling), and (c) all Notes tendered pursuant to Competitive Tender Instructions that specified a purchase spread equal to the Purchase Spread, subject to the application of a scaling factor of 23.720 per cent. The Offeror does not expect to accept for purchase Notes tendered pursuant to Competitive Tender Instructions that specified a purchase spread less than the Purchase Spread.


The above sets out indicative details of the Final Acceptance Amount and Purchase Spread the Offeror expects to apply to the Notes, and the pro rata Scaling Factor that the Offeror expects to apply to relevant tenders of Notes. Noteholders should note that the figures given above are a non-binding indication of the levels at which the Offeror expects to set the respective amounts in the event that it decides to accept any valid tenders of Notes pursuant to the Offer."


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RAC Limited announces tender offer for RAC Bond Co plc’s £600,000,000 4.870 per cent. Class A-2 Secured Notes due 2026/2046 - XS1404981141

11 MARCH 2024


Full announcement, including disclaimers and offer/distribution restrictions, available via Euronext


RAC Limited (the Offeror) announces today its invitation to holders of RAC Bond Co plc’s (the Issuer) £600,000,000 4.870 per cent. Class A-2 Secured Notes due 2026/2046 held pursuant to Regulation S under the Securities Act of 1933, as amended and bearing ISIN: XS1404981141 (the Notes), to tender their Notes for purchase by the Offeror for cash (the Offer).

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Summary A summary of certain of the terms of the Offer appears below:



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"Background and Rationale for the Offer


RAC Bidco Limited and its subsidiaries (the Group) has reported strong performance in 2023 and, combined with recent successful refinancing activity, has decided to announce the Offer.


The purpose of the Offer is to utilise a portion of the Group’s available cash balances to purchase Notes prior to their maturity as part of the proactive management of the Group’s debt capital structure. The Offer will also provide liquidity to those holders whose Notes are accepted in the Offer.


If the Final Acceptance Amount is less than the Target Acceptance Amount (each as defined below), some or all of the cash no longer required will be used for the repayment of senior term debt.


Notes purchased by the Offeror pursuant to the Offer will be cancelled 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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