TIDM16ER
RNS Number : 0454R
YES Bank Limited
01 July 2022
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
The Singapore Exchange Securities Trading Limited ("SGX-ST")
takes no responsibility for the contents of this announcement,
makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the
contents of this announcement.
This announcement is for information purposes only and is not an
offer to sell or the solicitation of an offer to acquire, purchase
or subscribe for any securities and neither this announcement nor
anything herein forms the basis for any contract or commitment
whatsoever.
YES Bank Limited acting through its International Financial
Services Centre Banking Unit announces the Tender Offer Results as
at the Expiration Time with respect to the Tender Offer for its
U.S.$600,000,000 3.75% Senior Notes due 2023.
YES BANK LIMITED ACTING THROUGH ITS INTERNATIONAL FINANCIAL
SERVICES CENTRE BANKING UNIT
(the "Company")
to the holders of its outstanding
U.S.$600,000,000 3.75% Senior Notes due 2023
(of which U.S.$277,146,000 is outstanding)
to tender their Notes for purchase by the Company for cash up to
the Maximum Purchase Amount
(ISIN: XS1756056229; Common Code: 175605622)
July 1, 2022 - YES Bank Limited acting through its International
Financial Services Centre Banking Unit (the "Company") hereby
announces the tender results as at the Expiration Time (as defined
below) with respect to, and the completion of, its previously
announced offer to purchase for cash (the "Tender Offer") of its
outstanding U.S.$600,000,000 3.75% Senior Notes due 2023 (the
"Notes") under its U.S.$1,000,000,000 Medium Term Note Programme,
in an aggregate principal amount up to U.S.$200,000,000 (as such
amount may be changed by the Company in its sole discretion) (the
"Maximum Purchase Amount") from each registered holder (each, a
"Holder" and, collectively, the "Holders"), on the terms and
subject to the conditions set forth in the tender offer memorandum
dated June 2, 2022 (as it may be amended or supplemented from time
to time, the "Tender Offer Memorandum") prepared in connection with
the Tender Offer.
The Expiration Time of the Tender Offer occurred at 11:59 P.M.,
New York City time, on June 30, 2022 (such time and date, the "
Expiration Time "). The consideration offered to those who tendered
at or prior to the Expiration Time but after 5:00 P.M., New York
City time, on June 15, 2022 (such time and date, the "Early Tender
Deadline") was U.S.$970 per U.S.$1,000 principal amount of the
Notes validly tendered and accepted pursuant to the Tender Offer
(the "Tender Offer Consideration").
According to the information provided by Kroll Issuer Services
Limited (the "Information and Tender Agent"), the information and
tender agent for the Tender Offer, an aggregate principal amount of
U.S.$369,000 of the Notes had been validly tendered at or prior to
the Expiration Time but after the Early Tender Deadline. As
U.S.$200,000,000 of the Notes, representing the Maximum Purchase
Amount, has already been accepted for purchase by the Company on
the early payment date on June 17, 2022 , the Company hereby
announces that it will not be accepting for purchase all of the
Notes validly tendered at or prior to the Expiration Time but after
the Early Tender Deadline (the " Tendered Notes ") . Accordingly,
the Tendered Notes will be returned to the Holders and will not be
cancelled, and the Company will not pay the Tender Offer
Consideration for the Tendered Notes on the final payment date of
July 5, 2022 (the "Final Payment Date"). Any Notes not accepted for
purchase by the Company or not validly tendered will remain
outstanding and accrue interest in accordance with their terms.
As of July 1, 2022, the Tender Offer has been consummated. The
Company paid a total of U.S.$202,729,166.87 in connection with the
Tender Offer, which comprised of (i) the Early Tender Offer
Consideration (as defined in the Tender Offer Memorandum) in the
amount of U.S.$1,000 per U.S.$1,000 principal amount of the Notes,
and (ii) accrued and unpaid interest, with respect to
U.S.$200,000,000 in aggregate principal amount of the Notes validly
tendered on or prior to 5:00 P.M., New York City time, on June 15,
2022 and accepted for purchase by the Company on June 16, 2022. As
of July 1, 2022, the aggregate principal amount of Notes that
remains outstanding is U.S.$ 277,146,000 .
Holders are advised to read carefully the Tender Offer
Memorandum, available on the Tender Offer Website, for full details
of and information on the Tender Offer.
Cautionary Note Concerning Forward-Looking Statements
This announcement contains both historical and forward-looking
statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. These forward-looking
statements are not historical facts, but only predictions and
generally can be identified by use of statements that include
phrases such as "will," "may," "should," "continue," "anticipate,"
"believe," "expect," "plan," "appear," "project," "estimate,"
"intend," or other words or phrases of similar import. Similarly,
statements that describe the Company's objectives, plans or goals
also are forward-looking statements. These forward-looking
statements are subject to risks and uncertainties which could cause
actual results to differ materially from those currently
anticipated. The forward-looking statements included in this
announcement are made only as of the date of this announcement, and
the Company undertakes no obligation to update publicly these
forward-looking statements to reflect new information, future
events or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events might or might not occur.
The Company cannot assure you that projected results or events will
be achieved.
Disclaimer
The Tender Offer is being made solely pursuant to, and will be
governed by the terms and conditions of, the Tender Offer
Memorandum. This announcement is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell any securities. The Tender Offer is being made only
pursuant to the Tender Offer Memorandum, copies of which have been
delivered to the Holders.
THE TER OFFER MEMORANDUM SHOULD BE READ CAREFULLY BEFORE A
DECISION IS MADE WITH RESPECT TO THE TER OFFER. NONE OF THE
COMPANY, THE INFORMATION AND TER AGENT, THE TRUSTEE OR THE DEALER
MANAGERS MAKES ANY RECOMMATION AS TO WHETHER OR NOT HOLDERS SHOULD
TER THEIR NOTES.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute an invitation to participate in the Tender Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. 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 the Tender Offer Memorandum comes
are required by each of the Company, the Dealer Managers and the
Tender and Information Agent to inform themselves about, and to
observe, any such restrictions.
India
The residents of India are not permitted to acquire and hold the
Notes. Accordingly, the Tender Offer is not being made, and will
not be made, directly or indirectly in India or to residents of
India and the Notes may not be tendered in the Tender Offer by any
person resident of India. The Tender Offer Memorandum or any other
offering document or material relating to the Notes have not been
and will not be circulated or distributed, directly or indirectly,
to any person or to the public in India (including International
Financial Services Centres) which would constitute an
advertisement, invitation, offer, or solicitation of an offer to
tender the Notes, resulting in violation of Indian laws. Any Holder
participating in the Tender Offer, will be deemed to have
acknowledged, represented and agreed that it is eligible to tender
its Notes pursuant to applicable laws and regulations. The Tender
Offer Memorandum has not been and will not be registered, produced
or published as an offer document (whether as a prospectus in
respect of a public tender offer or information memorandum or
private placement offer cum application letter or other offering
material in respect of any private placement, under the Companies
Act, 2013 or rules framed thereunder, each as amended, or the
Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended, Securities
and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021 or any other applicable Indian laws)
with the Registrar of Companies in India, the Securities and
Exchange Board of India, the Reserve Bank of India or any other
statutory or regulatory body of like nature in India, save and
except for any information from any part of the Tender Offer
Memorandum which is (i) mandatorily required to be disclosed or
filed in India under applicable Indian laws, including but not
limited to, the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations 2015, as amended, and under the
listing agreement with any Indian stock exchange pursuant to the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015, as amended, or (ii)
pursuant to the sanction of any regulatory and adjudicatory body in
India.
United Kingdom
The communication of the Tender Offer Memorandum by the Company
and any other documents or materials relating to the Tender Offer
is not being made, and such documents and/or materials have not
been approved, by an authorized person for the purposes of section
21 of the Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is only directed
at and may be communicated to (1) those persons who are existing
members or creditors of the Company or other persons within Article
43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, and (2) to any other persons to whom these
documents and/or materials may lawfully be communicated.
Singapore
The Tender Offer Memorandum has not and will not be registered
as a prospectus with the Monetary Authority of Singapore. The
Tender Offer does not constitute a public tender offer for the
purchase of the Notes nor an offering of securities in Singapore
pursuant to the Securities and Futures Act 2001 of Singapore.
Hong Kong
The contents of the Tender Offer Memorandum have not been
reviewed by any regulatory authority in Hong Kong. Holders should
exercise caution in relation to the Tender Offer. If a holder of
Notes is in any doubt about any of the contents of the Tender Offer
Memorandum, such Holder should obtain independent professional
advice.
The Tender Offer has not been made and will not be made in Hong
Kong, by means of any document other than: (i) to "professional
investors" as defined in the Securities and Futures Ordinance (Cap.
571) of the laws of Hong Kong (the "SFO") and any rules made under
that ordinance; or (ii) in other circumstances which do not result
in the document being a "prospectus" as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
the laws of Hong Kong or which do not constitute an offer to the
public within the meaning of that ordinance.
Further, no person has issued or had in its possession for the
purposes of issue, or will issue or have in its possession for the
purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the Tender Offer,
which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted
to do so under the securities laws of Hong Kong) other than with
respect to the Tender Offer which is or is intended to be made only
to persons outside Hong Kong or only to "professional investors" as
defined in the SFO and any rules made under that ordinance. The
Tender Offer Memorandum and the information contained herein may
not be used other than by the person to whom it is addressed and
may not be reproduced in any form or transferred to any person in
Hong Kong. The Tender Offer is not intended to be made to the
public in Hong Kong and it is not the intention of the Company that
the Tender Offer be made to the public in Hong Kong.
People's Republic of China
The Tender Offer is not being made directly or indirectly in the
PRC (for such purposes, not including the Hong Kong and Macau
Special Administrative Regions or Taiwan), except as permitted by
the securities laws of the PRC.
General
The Tender Offer Memorandum does not constitute an offer to buy
or a solicitation or an invitation to offer to sell Notes or any
other security in any jurisdiction in which, or to or from any
persons to or from whom, such solicitation or invitation is
unlawful, and invitations for offers to sell will not be accepted
from Holders located or resident in any jurisdiction in which such
solicitation or offer is unlawful. In those jurisdictions where the
securities or other laws require the Tender Offer to be made by a
licensed broker or dealer, any actions in connection with the
Tender Offer shall be deemed to be made on behalf of the Company by
one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
Each Holder participating in the Tender Offer will also be
deemed to give certain representations in respect of the other
jurisdictions referred to above and generally as set out in
"Procedures for Tendering Notes" in the Tender Offer Memorandum.
Any tender of Notes for purchase pursuant to the Tender Offer from
a Holder that is unable to make these representations will not be
accepted. Each of the Company and the Information and Tender Agent
reserves the right, in its absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Tender
Offer, whether any such representation given by a Holder is correct
and, if such investigation is undertaken and, as a result, the
Company determines (for any reason) that such representation is not
correct, such tender of Notes shall not be accepted.
The Information Agent for the Tender Offer is :
Kroll Issuer Services Limited
In London In Hong Kong
The Shard Level 3, Three Pacific Place
32 London Bridge Street 1 Queen's Road East
London SE1 9SG Admiralty
United Kingdom Hong Kong
Telephone: +44 20 7704 0880 / +852 2281 0114
Email: yesbank@is.kroll.com
Attention: Mu-yen Lo / Harry Ringrose
Tender Offer Website: https://deals.is.kroll.com/yesbank
The Dealer Managers for the Tender Offer are:
J.P. Morgan Securities plc Standard Chartered Bank
25 Bank Street One Basinghall Avenue
Canary Wharf London EC2V 5DD
London E14 5JP United Kingdom
United Kingdom Telephone:
In Hong Kong: +852 2800 +44 20 7885 5739/
8220 +852 3983 8658/
In London: +44 20 7742 +65 6557 8286
5940 Attention: Liability
In the U.S.: +1 (212) 834 Management
4533 Email: liability_management@sc.com
Attention: Asia Syndicate
Desk
Email: liability_management_asia@jpmorgan.com
Any questions regarding the terms of the Tender Offer should be
directed to the Dealer Managers.
Electronic copies of all documents related to the Tender Offer
will be available online via the Tender Offer Website at
https://deals.is.kroll.com/yesbank until the consummation or
termination of the Tender Offer.
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