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LONDON - RCB Bonds PLC announced a tender offer today by Belong Limited for the purchase of its £50 million 4.5% bonds due June 20, 2026. The tender offer is contingent upon the successful issuance of new bonds by Belong Limited, which would provide the funds necessary for the bond repurchase.
Belong Limited, a registered society under UK law, has offered to repurchase the bonds for 98% of their principal amount, up to a maximum acceptance amount of £25 million, though it reserves the right to purchase a significantly different amount. The tender offer, which commenced today, has an expiration deadline of 4:00 p.m. London time on Thursday, June 23, 2025.
The rationale behind the offer is to refinance a portion or all of a loan made by RCB Bonds PLC from the proceeds of the bond issue. The new financing is proposed through the issuance of new 7.50% bonds due July 7, 2030, secured on a loan to Belong Limited. The proceeds from these new bonds, if the issuance is successful, will be used to purchase the tendered bonds.
Bondholders who choose to participate in the tender offer will also receive an accrued interest payment in addition to the purchase price. If the tender offer is oversubscribed, the bonds may be accepted on a pro-rated basis.
The offer is subject to a new financing condition, which implies that the bond repurchase is dependent on the successful completion of the new bond issue. If the condition is not satisfied, Belong Limited may not accept any bonds for purchase.
Furthermore, bondholders interested in the new bond issue have been advised that priority in allocation may be given to those who tender their existing bonds for purchase. However, this is at the sole discretion of the issuer and is not guaranteed.
The tender offer is restricted in certain jurisdictions, including the United States, Italy, the United Kingdom (TADAWUL:4280), France, Belgium, and others where such offers are not lawful or are subject to specific regulations.
This announcement is based on a press release statement and serves to inform bondholders and the market of the details and conditions of the tender offer. Bondholders are encouraged to seek independent financial and legal advice before deciding to participate in the tender offer.
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