Land Securities’ QAM unit tenders, seeks consents for £273.18 million Sceptre bonds due 2027

By Wendy Van Sickle

Columbus, Ohio, March 30 – Land Securities Group plc said wholly owned subsidiary QAM Funding Ltd. Partnership has begun a tender offer for any and all of the Sceptre Funding No.1 plc 5.253% bonds due February 2027.

There are currently £273,177,575 of the notes outstanding, according to a notice filed with the London Stock Exchange.

The issuer also launched a consent solicitation to modify the bond trust deed’s optional redemption provisions to reduce the minimum notice period for exercising an issuer call to five days from 30 days, among other changes.

Pricing for the tender offer will be set using the 1.75% U.K. Treasury due September 2022 plus an earlybird spread of 47 basis points and a late spread of 50 bps.

Bondholders who deliver solicitation instructions in respect of the extraordinary resolution containing the proposed changes to the trust deed – whether for or against – will receive an earlybird voting fee equal to the difference between the earlybird purchase price and the late purchase price multiplied by the principal amount of bonds subject to the solicitation instructions.

Bondholders who submit tender instructions prior to the early deadline will be eligible to receive the early purchase price, which includes an amount equivalent to the earlybird voting fee.

Bondholders may not submit tender instructions and solicitation instructions for the same bonds.

The deadline for the earlybird purchase price and the earlybird voting fee is 11 a.m. ET on April 13.

The tender offer expires at 5 a.m. ET on April 19.

A meeting to vote on the extraordinary resolution containing the proposed trust deed amendments is scheduled to be held at 5 a.m. ET on April 21 in London.

The proposal to amend the trust deed has been considered by a special committee of the investment association at the request of the issuer. The members of the special committee, who hold about 50.81% of the outstanding bonds, have informed the issuer that they find the proposal acceptable and that, subject to client and other approvals, they intend to vote in its favor, according to a separate notice filed with the London Stock Exchange.

For passage, at least two thirds of the votes cast in respect of the extraordinary resolution must be in its favor. The quorum required for a vote to be held is at least one person representing at least a simple majority of the outstanding bonds.

Acceptance for purchase of bonds tendered under the tender offer is subject to the extraordinary resolution being passed, but the issuer said it reserves the right to waive that condition.

HSBC Bank plc (+44 0 20 7992 6237 or LM_EMEA@hsbc.com) is the dealer manager.

Deutsche Bank AG, London Branch. (+44 20 7547 5000 or xchange.offer@db.com) is the tender and tabulation agent and the paying agent.

Land Securities is a commercial property company based in London.

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