TIDM49WP
RNS Number : 7023V
NIBC Bank N.V.
05 December 2023
NIBC Bank N.V. announces a tender offer for its outstanding
EUR100,000,000 euro fixed/floating rate perpetual debt securities
(ISIN: XS0249580357) and its outstanding U.S.$100,000,000 CMS
linked perpetual debt securities (ISIN: XS0215294512)
Press Release - 5 December 2023, 08:45 CET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, 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 OF AMERICA AND THE DISTRICT
OF COLUMBIA) ( THE "UNITED STATES ") OR TO ANY U.S. PERSON (AS
DEFINED BELOW) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
NIBC Bank N.V. (formerly known as NIBC Capital Bank N.V.) (the
"Issuer") has today launched invitations to holders of its
outstanding (i) EUR100,000,000 Euro Fixed/Floating Rate Perpetual
Debt Securities (ISIN: XS0249580357) (the "EUR Notes") and/or (ii)
U.S.$100,000,000 CMS Linked Perpetual Debt Securities (ISIN:
XS0215294512) (the "USD Notes" and together with the EUR Notes, the
"Notes") to tender any and all such Notes for purchase by the
Issuer for cash (each such invitation an "Offer" and, together, the
"Offers"). The Offers are being made subject to applicable law and
regulation, on the terms and subject to the conditions and the
offer and distribution restrictions described in the tender offer
memorandum dated 5 December 2023 (the "Tender Offer
Memorandum").
Copies of the Tender Offer Memorandum are (subject to applicable
law and regulation and the offer and distribution restrictions)
available from Kroll Issuer Services Limited (the "Tender Agent").
Capitalised terms used and not otherwise defined in this
announcement have the meanings given to them in the Tender Offer
Memorandum. In the event of discrepancies between this announcement
and the provisions in the Tender Offer Memorandum, the Tender Offer
Memorandum will prevail.
SUMMARY OF THE OFFERS
Aggregate Principal Amount Amount subject to the
Description of Notes ISIN Outstanding Purchase Price Offer
--------------------------- -------------- --------------------------- --------------- ---------------------------
EUR100,000,000 Euro
Fixed/Floating Rate
Perpetual Debt Securities
(the "EUR Notes") XS0249580357 EUR50,000,000 78.00% Any-and-all
U.S.$100,000,000 CMS XS0215294512 U.S.$90,486,000 86.00% Any-and-all
Linked Perpetual Debt
Securities (the "USD
Notes")
THE OFFERS COMMENCE ON 5 DECEMBER 2023 AND WILL EXPIRE AT 4:00
P.M. (LONDON TIME) / 5:00 P.M. (CET) ON 12 DECEMBER 2023 (THE
"EXPIRATION DEADLINE"), UNLESS EXTED, RE-OPENED, DELAYED, WITHDRAWN
OR TERMINATED AT THE SOLE DISCRETION OF THE ISSUER, AS PROVIDED IN
THE TER OFFER MEMORANDUM.
TER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE WITHDRAWN EXCEPT IN
THE LIMITED CIRCUMSTANCES OUTLINED IN THE TER OFFER MEMORANDUM.
CUSTODIANS, DIRECT PARTICIPANTS AND CLEARING SYSTEMS WILL HAVE
DEADLINES FOR RECEIVING INSTRUCTIONS PRIOR TO THE EXPIRATION
DEADLINE AND NOTEHOLDERS SHOULD CONTACT THE INTERMEDIARY THROUGH
WHICH THEY HOLD THEIR NOTES AS SOON AS POSSIBLE TO ENSURE PROPER
AND TIMELY DELIVERY OF INSTRUCTIONS.
RATIONALE FOR THE OFFERS
The Issuer is making the Offers in order to provide liquidity to
the holders of the EUR Notes and USD Notes while optimising its
funding and liquidity position.
The Offer in respect of the USD Notes also provides holders of
the USD Notes with the opportunity to reduce their U.S. Dollar
LIBOR exposures.
INTENTION FOR FUTURE CONSENT SOLICITATION OF USD NOTES
Following the Settlement Date and ahead of the next interest
payment date (being 24 March 2024) the Issuer intends to invite any
remaining holders of the USD Notes to consent to certain
modifications to the Conditions of the USD Notes to replace the
current U.S. Dollar LIBOR swap rate used in the determination of
the interest rate for such USD Notes following the cessation of the
publication of such U.S. Dollar LIBOR swap rate on 30 June
2023.
The methodology for changes proposed in the intended consent
solicitation will be in line with the ARRC recommendations for
contracts linked to the USD LIBOR ICE Swap Rate, as published on 8
June 2022. Therein, a fallback formula is given for calculating a
replacement rate. The proposals will also include appropriate
updates to the fallback language in the USD Notes, and technical
adjustments for day count conventions and payment frequencies.
The Issuer may consider offering a modest work fee to holders of
the USD Notes participating in the consent solicitation.
If the consent is not passed, the ultimate contractual fallback
under the terms of the USD Notes is that the rate of interest will
be the same as the rate determined in relation to the preceding
interest determination date .
PURCHASE PRICE AND ACCRUED INTEREST PAYMENT
Subject to the applicable denomination in respect of the
relevant Series of Notes, the price for Notes validly tendered in
the Offers and accepted for purchase (the "Purchase Price") will be
an amount in Euro or U.S. Dollars, as applicable, equal to the
Purchase Price for the relevant Series set out in the table on the
first page hereto.
In respect of any Notes accepted for purchase, the Issuer will
also pay an amount equal to any accrued and unpaid interest on the
relevant Notes from, and including, the interest payment date for
the Notes immediately preceding the Settlement Date up to, but
excluding, the Settlement Date, which is expected to be on 15
December 2023.
Notes purchased by the Issuer pursuant to the Offers will be
immediately cancelled. Notes which have not been validly tendered
and accepted for purchase pursuant to the Offers will remain
outstanding after the Settlement Date.
AMMENT AND TERMINATION
The Issuer reserves the right, in its sole and absolute
discretion, to extend, re-open, delay, withdraw or terminate the
Offers and to amend or waive any of the terms and conditions of the
Offers at any time following the announcement of the Offers, as
described under "Amendment and Termination" in the Tender Offer
Memorandum. Details of any such extension, re-opening, delay,
withdrawal, termination, amendment or waiver will be notified to
the Noteholders as soon as possible after such decision.
SUMMARY OF ACTION TO BE TAKEN
To tender Notes in an Offer, a holder of Notes should deliver,
or arrange to have delivered on its behalf, via the relevant
Clearing System and in accordance with the requirements of such
Clearing System, a valid Tender Instruction that is received by the
Tender Agent by the Expiration Deadline.
Tender Instructions must be submitted in respect of a principal
amount of Notes of the relevant Series of no less than the
denomination for that Series (being EUR1,000, in respect of the EUR
Notes, or U.S.$1,000, in respect of the USD Notes) and in integral
multiples of such denomination thereafter.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offers
before the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified in the Tender Offer Memorandum.
FURTHER INFORMATION
Any questions or requests for assistance in connection with (i)
the Offers, may be directed to the Sole Dealer Manager, and (ii)
the delivery of Tender Instructions or requests for additional
copies of the Tender Offer Memorandum or related documents, which
may be obtained free of charge, may be directed to the Tender
Agent, the contact details for each of which are provided on the
last page of this announcement.
Before making a decision with respect to the Offers, Noteholders
should carefully consider all of the information in the Tender
Offer Memorandum.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 ("EU MAR") AND ARTICLE 7(1) OF THE MARKET ABUSE REGULATION
(EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA) ("UK
MAR").
FOR THE PURPOSES OF EU MAR, UK MAR AND ARTICLE 2 OF COMMISSION
IMPLEMENTING REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE
BY HANS STARRENBURG, HEAD OF TREASURY OF NIBC BANK N.V.
EXPECTED TIMETABLE OF EVENTS
This is an indicative timetable showing one possible outcome for
the timing of the Offers based on the dates in the Tender Offer
Memorandum. This timetable is subject to change and dates and times
may be extended or amended by the Issuer in accordance with the
terms of the Offers as described in the Tender Offer Memorandum.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Number of Business Days from and
Date including Launch Action
--------------------------------- ----------------------------------------- ----------------------------------------
5 December 2023 Day 1 Commencement of the Offers
Offers announced by way of
announcements on the relevant Notifying
News Service, through the
Clearing Systems and via the website of
Euronext Amsterdam and RNS.
Tender Offer Memorandum available from
the Tender Agent.
12 December 2023 Day 6 Expiration Deadline
4:00 p.m. Deadline for receipt by the Tender
(London time) / 5:00 p.m. (CET) Agent of all Tender Instructions in
order for Noteholders
to be able to participate in the
Offers.
13 December 2023 Day 7 Announcement of Result of Offers
Announcement of the Issuer's decision
whether to accept valid tenders of
Notes for purchase
pursuant to any or all of the Offers by
way of announcements on the relevant
Notifying News
Service, through the Clearing Systems
and via the website of Euronext
Amsterdam and RNS.
15 December 2023 Day 9 Settlement Date
Expected Settlement Date for the
Offers. Payment of Purchase
Consideration and Accrued Interest
Payment in respect of the Offers.
Unless stated otherwise, announcements will be made via the
website of Euronext Amsterdam and RNS, the issue of a press release
to a Notifying News Service and the delivery of notices to the
Clearing Systems for communication to Direct Participants and may
also be made by way of the issue of a press release on the Issuer's
website. Copies of all such announcements, press releases and
notices can also be obtained from the Tender Agent, the contact
details for whom are on the last page of this announcement .
Significant delays may be experienced where notices are delivered
to the Clearing Systems and Noteholders are urged to contact the
Tender Agent for the relevant announcements relating to the
Offers.
NOTEHOLDERS ARE ADVISED TO CHECK WITH ANY BANK, SECURITIES
BROKER OR OTHER INTERMEDIARY THROUGH WHICH THEY HOLD NOTES WHEN
SUCH INTERMEDIARY WOULD REQUIRE TO RECEIVE INSTRUCTIONS FROM A
NOTEHOLDER IN ORDER FOR THAT NOTEHOLDER TO BE ABLE TO PARTICIPATE
IN, OR (IN THE LIMITED CIRCUMSTANCES IN WHICH REVOCATION IS
PERMITTED) REVOKE THEIR INSTRUCTION TO PARTICIPATE IN, THE OFFERS
BEFORE THE DEADLINES SPECIFIED ABOVE. THE DEADLINES SET BY ANY SUCH
INTERMEDIARY AND EACH CLEARING SYSTEM FOR THE SUBMISSION OF TER
INSTRUCTIONS WILL BE EARLIER THAN THE RELEVANT DEADLINES SPECIFIED
ABOVE.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. If any Noteholder
is in any doubt as to the contents of this announcement, the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial, legal, regulatory and tax advice, including
in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial,
regulatory, tax or legal adviser.
None of the Issuer, the Sole Dealer Manager or the Tender Agent
or any of their respective directors, employees, officers, agents
or affiliates expresses any opinion about the merits of the Offers
or makes any recommendation as to whether or not any Noteholder
should offer to sell its Notes and no one has been authorised by
the Issuer, the Sole Dealer Manager or the Tender Agent to make any
such recommendation.
OFFER AND DISTRIBUTION RESTRICTIONS
United States
The Offers are not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (the "Securities Act")
(each a "U.S. Person")). This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly,
copies of the Tender Offer Memorandum and any other documents or
materials relating to the Offers are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or
to a U.S. Person and the Notes cannot be tendered in the Offers by
any such use, means, instrumentality or facility or from or within
or by persons located or resident in the United States or by any
U.S. Person. Any purported tender of Notes in the Offers resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by a person
located in the United States, a U.S. Person, by any person acting
for the account or benefit of a U.S. Person, or by any agent,
fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States
will be invalid and will not be accepted.
The Tender Offer Memorandum is not an offer of securities for
sale in the United States or to U.S. Persons. Securities may not be
offered or sold in the United States absent registration under, or
an exemption from the registration requirements of, the Securities
Act.
Each holder of Notes participating in an Offer will represent
that it is not a U.S. Person located in the United States and is
not participating in such Offer from the United States, or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in
such Offer from the United States and who is not a U.S. Person. For
the purposes of this and the above paragraph, "United States" means
the United States of America, 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 of America and the District of Columbia.
United Kingdom
The communication of the Tender Offer Memorandum and any other
documents or materials relating to the Offers are not being made,
and such documents and/or materials have not been approved, by an
authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000, as amended. 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 as a financial
promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Promotion Order) or
persons who are within Article 43(2) of the Financial Promotion
Order or any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.
France
The Offers are not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors
(investisseurs qualifiés) as referred to in Article L.411-2 1deg of
the French Code monétaire et financier and defined in Article 2(e)
of Regulation (EU) 2017/1129 (as amended). Neither the Tender Offer
Memorandum nor any other documents or materials relating to the
Offers have been or shall be distributed in France other than to
qualified investors (investisseurs qualifiés) and only qualified
investors (investisseurs qualifiés) are eligible to participate in
the Offers. The Tender Offer Memorandum and any other document or
material relating to the Offers have not been and will not be
submitted for clearance to nor approved by the Autorité des marchés
financiers.
Italy
None of the Offers, the Tender Offer Memorandum or any other
documents or materials relating to the Offers have been or will be
submitted to the clearance procedure of the Commissione Nazionale
per le Società e la Borsa ("CONSOB").
The Offers are being carried out in the Republic of Italy as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999.
Noteholders, or beneficial owners of the Notes, can tender some
or all of their Notes pursuant to the Offers through authorised
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offers.
General
Neither the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Offers will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and the Sole Dealer Manager or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by the Sole
Dealer Manager or such affiliate, as the case may be, on behalf of
the Issuer in such jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in an Offer by
submitting a valid Tender Instruction will be deemed to give
certain representations in respect of the other jurisdictions
referred to above and generally as set out in the Tender Offer
Memorandum in the section titled "Procedures for Participating in
the Offers". Any tender of Notes for purchase pursuant to the
Offers from a Noteholder that is unable to make these
representations will not be accepted.
Each of the Issuer, the Sole Dealer Manager and the Tender Agent
reserves the right, in its sole and absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to an Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and
as a result the Issuer determines (for any reason) that such
representation is not correct, such tender or submission may be
rejected.
THE ISSUER
NIBC Bank N.V.
Carnegieplein 4
2517 KJ The Hague
The Netherlands
THE SOLE DEALER MANAGER
NatWest Markets N.V.
Claude Debussylaan 94
1082 MD Amsterdam
The Netherlands
Telephone: +44 20 7085 6124
Attention: Liability Management
Email: NWMLiabilityManagement@natwestmarkets.com
THE TENDER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 207 704 0880
Attention: Arlind Bytyqi / Paul Kamminga
Email: nibc@is.kroll.com
Website: https://deals.is.kroll.com/nibc
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END
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