Company name Whinstone 2 Capital
Headline Tender Offers


RNS Number : 0167H
Whinstone 2 Capital Management Ltd
05 July 2012
 



NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA (THE UNITED STATES).

5 July 2012

 

 

TENDER OFFERS

BRADFORD & BINGLEY PLC AND NORTHERN ROCK (ASSET MANAGEMENT) PLC ANNOUNCED THE RESULTS OF TENDER OFFERS IN RESPECT OF SECURITIES ISSUED BY AIRE VALLEY MORTGAGES 2004-1 PLC, AIRE VALLEY MORTGAGES 2005-1 PLC, AIRE VALLEY MORTGAGES 2006-1 PLC, GRANITE MORTGAGES 03-2 PLC, GRANITE MORTGAGES 03-3 PLC, GRANITE MORTGAGES 04-1 PLC, GRANITE MORTGAGES 04-2 PLC, GRANITE MORTGAGES 04-3 PLC, GRANITE MASTER ISSUER PLC, WHINSTONE CAPITAL MANAGEMENT LIMITED AND WHINSTONE 2 CAPITAL MANAGEMENT LIMITED

Further to their announcement on 19 June 2012, Bradford & Bingley plc (B&B) and Northern Rock (Asset Management) plc (NRAM and, together with B&B, the Offerors) announced the results of the following invitations (together, the Offers):

Invitations by

BRADFORD & BINGLEY PLC

to holders of each series and class of notes of Aire Valley Mortgages 2004-1 plc, Aire Valley Mortgages 2005-1 plc and Aire Valley Mortgages 2006-1 plc (the Aire Valley Issuers) as are listed below

(together, the Aire Valley Notes)

to tender such Aire Valley Notes for purchase by B&B for cash (the B&B Offers)

and by

NORTHERN ROCK (ASSET MANAGEMENT) PLC

to the holders of each series and class of notes of  Granite Mortgages 03-2 plc, Granite Mortgages 03-3 plc, Granite Mortgages 04-1 plc, Granite Mortgages 04-2 plc, Granite Mortgages 04-3 plc and Granite Master Issuer plc (the Granite Issuers) as are listed below

(together, the Granite Notes)

and to

the holders of each series and class of notes of the outstanding notes of Whinstone Capital Management Limited and Whinstone 2 Capital Management Limited (the Whinstone Issuers) as are listed below

(together, the Whinstone Notes and together with the Aire Valley Notes and the Granite Notes, the Notes)

to tender such Granite Notes and Whinstone Notes for purchase by NRAM for cash (the NRAM Offers)

in each case at prices determined pursuant to modified Dutch auctions

The Offers were made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 19 June 2012 (the Tender Offer Memorandum) prepared by B&B and NRAM. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Acceptance of Notes tendered pursuant to the Offers

The Offers expired at 4.00 p.m. (London time) on 3 July 2012. B&B and NRAM have received Tender Instructions for approximately £1,188 million (or the equivalent in other currencies, as appropriate) in aggregate principal amount outstanding of the Notes and have decided to set the aggregate Final Acceptance Amount at £534 million (or the equivalent in other currencies, as appropriate) in aggregate principal amount outstanding of the Notes.

Accordingly, B&B has determined the Class Acceptance Amount and Purchase Price for each Series and Class of the Aire Valley Notes and NRAM has determined the Class Acceptance Amount and Purchase Price for each Series and Class of the Granite Notes and the Whinstone Notes in respect of which Offers have been accepted, each as set out in the table below.

B&B (in respect of the Aire Valley Notes) and NRAM (in respect of the Granite Notes and the Whinstone Notes) will accept for purchase the Notes tendered pursuant to valid Non-Competitive Tender Instructions (being Tender Instructions that either did not specify a purchase price for the relevant Notes or specified a purchase price less than or equal to the relevant Minimum Purchase Price) and any other Notes tendered pursuant to valid Competitive Tender Instructions, each as set out in the table below, at or below the Purchase Price for the relevant Series and Class. There will be no scaling of tenders of Notes.

B&B (in respect of the Aire Valley Notes) and NRAM (in respect of the Granite Notes and the Whinstone Notes) will also pay an Accrued Interest Payment in respect of relevant Notes accepted for purchase pursuant to the Offers.

The expected Settlement Date for the Offers is 9 July 2012.

Barclays Bank PLC and Citigroup Global Markets Limited are acting as Dealer Managers for the Offers and Citibank, N.A. London Branch is acting as Tender Agent.

 

The Aire Valley Notes

ISSUER

DESCRIPTION

ISIN/COMMON CODE

CLASS ACCEPTANCE AMOUNT

PURCHASE PRICE

Aire Valley Mortgages 2004-1 plc

Series 3 Class C1

XS0201884649/

020188464

GBP 6,800,000

70.5 per cent.

Aire Valley Mortgages 2004-1 plc

Series 3 Class C2

XS0201885026/

020188502

EUR 3,500,000

70.5 per cent.

Aire Valley Mortgages 2004-1 plc

Series 3 Class D1

XS0201885455/

020188545

GBP 3,500,000

68 per cent.

Aire Valley Mortgages 2004-1 plc

Series 3 Class D2

XS0202219258/

020221925

 

EUR 2,000,000

70 per cent.

Aire Valley Mortgages 2005-1 plc

Series 2 Class C2

XS0217569119/

021756911

EUR 13,100,000

65.5 per cent.

Aire Valley Mortgages 2006-1 plc

Series 1 Class C2

XS0264192716/

026419271

EUR 30,200,000

67.5 per cent.

Aire Valley Mortgages 2006-1 plc

Series 2 Class C2

XS0264193797/

026419379

EUR 41,450,000

65.5 per cent.

The Granite Notes

ISSUER

DESCRIPTION

ISIN/COMMON CODE

CLASS ACCEPTANCE AMOUNT

PURCHASE PRICE

Granite Mortgages 03-2 plc

Series 2 Class C2

XS0168666443/

016866644

EUR 6,750,000

83 per cent.

Granite Mortgages 03-2 plc

Series 3 Class C

XS0168666872/

016866687

GBP 800,000

80 per cent.

Granite Mortgages 03-3 plc

Series 2 Class C

XS0176410420/

017641042

EUR 6,800,000

83 per cent.

Granite Mortgages 03-3 plc

Series 3 Class C

XS0176411071/

017641107

GBP 5,223,000

77 per cent.

Granite Mortgages 04-1 plc

Series 2 Class C

XS0184563897/

018456389

EUR 2,380,000

69 per cent.

Granite Mortgages 04-1 plc

Series 3 Class C

XS0184567534/

018456753

GBP 3,688,000

76 per cent.

Granite Mortgages 04-2 plc

Series 3 Class C

XS0193220927/

019322092

GBP 5,847,000

72 per cent.

Granite Mortgages 04-3 plc

Series 2 Class C

XS0201485355/

020148535

EUR 24,657,000

75 per cent.

Granite Mortgages 04-3 plc

Series 3 Class C

XS0201487567/

020148756

GBP 13,104,000

75 per cent.

Granite Master Issuer plc

Series 2005-1 Class C2

XS0210929914/

021092991

EUR 61,334,000

72 per cent.

Granite Master Issuer plc

Series 2005-1 Class C3

XS0210926571/

021092657

GBP 7,859,000

72 per cent.

Granite Master Issuer plc

Series 2005-2 Class C2

XS0220173651/

022017365

EUR 36,621,000

74 per cent.

Granite Master Issuer plc

Series 2005-4 Class C4

XS0229615603/

022961560

 

EUR 19,712,000

72 per cent.

Granite Master Issuer plc

Series 2006-1 Class C3

XS0240608371/

024060837

XS0240671908/

024067190

GBP 6,600,000

69 per cent.

Granite Master Issuer plc

Series 2006-1 Class C4

XS0240608702/

024060870

XS0240672039/

024067203

EUR 42,487,000

74 per cent.

Granite Master Issuer plc

Series 2006-2 Class C2

XS0252430136/

025243013

EUR 28,955,000

75 per cent.

Granite Master Issuer plc

Series 2006-2 Class C3

XS0252423941/

025242394

GBP 7,500,000

73 per cent.

Granite Master Issuer plc

Series 2006-3 Class C3

XS0268039699/

026803969

EUR 60,135,000

75 per cent.

Granite Master Issuer plc

Series 2006-4 Class C3

XS0275947512/

027594751

EUR 13,000,000

75 per cent.

Granite Master Issuer plc

Series 2007-1 Class 2C2

XS0284071221/

028407122

EUR 7,293,000

74 per cent.

Granite Master Issuer plc

Series 2007-1 Class 3C1

XS0284081618/

028408161

EUR 96,739,000

75 per cent.

Granite Master Issuer plc

Series 2007-1 Class 3C2

XS0284075560/

028407556

GBP 15,850,000

72.5 per cent.

Granite Master Issuer plc

Series 2007-2 Class 2C2

XS0298977512/

029897751

EUR 31,561,000

75 per cent.

Granite Master Issuer plc

Series 2007-2 Class 3C2

XS0298978320/

029897832

EUR 33,520,000

75 per cent.

Granite Master Issuer plc

Series 2007-2 Class 3C3

XS0298984641/

029898464

GBP 9,407,000

75 per cent.

The Whinstone Notes

ISSUER

DESCRIPTION

ISIN/COMMON CODE

CLASS ACCEPTANCE AMOUNT

PURCHASE PRICE

Whinstone Capital Management Limited

Class B1

XS0234448289/

023444828

GBP 4,250,000

69 per cent.

Whinstone Capital Management Limited

Class B2

XS0234448529/

023444852

EUR 2,211,000

64 per cent.

Whinstone Capital Management Limited

Class C1

XS0234450939/

023445093

GBP 500,000

63 per cent.

Whinstone Capital Management Limited

Class C3

XS0234451820/

023445182

USD 5,000,000

61 per cent.

Whinstone Capital 2 Management Limited

Class C1

XS0255934720/

025593472

GBP 5,000,000

72 per cent.

Whinstone Capital 2 Management Limited

Class C2

XS0255936188/

025593618

EUR 7,000,000

72 per cent.

 

Tender Offers in respect of the following Notes have not been accepted:

 

ISSUER

 

DESCRIPTION

ISIN/COMMON CODE

Granite Mortgages 03-2 plc

Series 2 Class C1

XS0168666104/

016866610

Granite Mortgages 04-2 plc

Series 2 Class C

XS0193217030/

019321703

Granite Master Issuer plc

Series 2005-4 Class C3

XS0229615439/

022961543

Whinstone Capital Management Limited

Class B3

XS0234449501/

023444950

Whinstone Capital Management Limited

Class C2

XS0234451234/

023445123

 

 

DEALER MANAGERS

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

United Kingdom

 

Telephone: +44 20 7773 8990

Attention: Liability Management Group

Email: eu.lm@barcap.com

 

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

 

Telephone: +44 20 7986 8969

Attention: Liability Management Group

Email: liabilitymanagement.europe@citi.com

 

 

 

TENDER AGENT

 

Citibank, N.A. London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

 

Telephone: +44 20 7508 3867

Attention: Exchange Team

Email: exchange.gats@citi.com

 

 

 

DISCLAIMER

 This announcement must be read in conjunction with the Tender Offer Memorandum.  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 B&B, NRAM, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

 

 

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ISEBKPDDDBKDOOK