TIDM63RM
RNS Number : 3579V
OP Corporate Bank plc
06 August 2020
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 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 DISTRIBUTE THIS
DOCUMENT.
6 August 2020
OP Corporate Bank plc
(incorporated with limited liability in the Republic of
Finland)
ANNOUNCES TER OFFER TO PURCHASE NOTES FOR CASH
OP Corporate Bank plc (the "Issuer") has today launched an
invitation to holders of its SEK 3,500,000,000 Callable Floating
Rate Dated Tier 2 Instruments due 2025 (ISIN: XS1280147569) (the
"Instruments"), to tender any and all such Instruments for purchase
by the Issuer for cash (the "Offer"), subject to the terms and
conditions described in a tender offer memorandum prepared by the
Issuer dated 6 August 2020 (the "Tender Offer Memorandum").
Concurrently, the Issuer announced on 31 July 2020 that it is
soliciting consents from the Instrumentholders to pass, at a
meeting of the Instrumentholders (the "Meeting"), an Extraordinary
Resolution providing for the Issuer to have the option to redeem
all, but not some only, of the Instruments outstanding on 28 August
2020 at their aggregate nominal amount (together with interest
accrued but unpaid on the relevant Instruments) on giving not less
than 3 Business Days' notice to Instrumentholders in accordance
with the Conditions.
The Offer is subject to the offer and distribution restrictions
set out below and as more fully described in the Tender Offer
Memorandum. Copies of the Tender Offer Memorandum are (subject to
offer restrictions) available from the Tender Agent as set out
below. Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Tender Offer
Memorandum. Details of the Instruments are set out in the table
below.
THE OFFER
Aggregate Nominal
Description ISIN Amount Purchase Price Amount Subject
of Notes Outstanding to the Offer
--------------------- ---------------- --------------------- ------------------ ------------------
SEK 3,500,000,000 XS1280147569 SEK 3,500,000,000 100 per cent. Any and all
Callable Floating
Rate Dated
Tier 2 Instruments
due 2025
THE OFFER COMMENCES ON 6 AUGUST 2020 AND WILL EXPIRE AT 11:00
HOURS CET ON 21 AUGUST 2020 (THE "EXPIRATION DEADLINE"), UNLESS
EXTED, WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE
ISSUER. TER INSTRUCTIONS, ONCE SUBMITTED, MAY, IN PRINCIPLE, NOT BE
WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TER
OFFER MEMORANDUM UNDER THE HEADING "AMMENT AND TERMINATION".
Rationale for the Offer and the Proposal
Due to a delay in obtaining regulatory approval, the Issuer was
unable to exercise its right to redeem the Instruments on the
Optional Redemption Date falling on 25 August 2020.
The Issuer therefore invites Instrumentholders (subject to the
Offer and Distribution Restrictions contained in the Tender Offer
Memorandum) to tender any and all of their Instruments for purchase
by the Issuer for cash at 100 per cent. of their aggregate nominal
amount together with Accrued Interest, and to approve the
Extraordinary Resolution.
The Issuer intends to schedule the Settlement Date to fall on 25
August 2020, in order to ensure that Instrumentholders
participating in the Offer receive exactly the same consideration
as they would have been entitled to receive in connection with the
exercise of the Issuer's early redemption option.
Purchase Price
Subject to the Minimum Denomination in respect of the
Instruments, the price payable will be 100 per cent. of the
aggregate nominal amount of the Instruments accepted for purchase
(the "Purchase Price"). In respect of any Instruments accepted for
purchase, the Issuer will also pay an amount equal to any accrued
and unpaid interest on the relevant Instruments from, and
including, the interest payment date for the Instruments
immediately preceding the Settlement Date up to, but excluding, the
Settlement Date, which is expected to be no later than 25 August
2020.
Instruments repurchased by the Issuer pursuant to the Offer will
be immediately cancelled. Instruments which have not been validly
tendered and accepted for purchase pursuant to the Offer will
remain outstanding after the Settlement Date.
Consent Solicitation
Concurrently, the Issuer announced on 31 July 2020 that it is
soliciting consents from the Instrumentholders to pass, at the
Meeting, an Extraordinary Resolution providing for the Issuer to
have the option to redeem all, but not some only, of the
Instruments outstanding on 28 August 2020 at their aggregate
nominal amount (together with interest accrued but unpaid on the
relevant Instruments) on giving not less than 3 Business Days'
notice to Instrumentholders in accordance with the Conditions.
The submission of a Tender Instruction will automatically
instruct the Fiscal Agent to appoint the Tender Agent (or its
representative) as its proxy to attend the Meeting and to vote in
favour of the Extraordinary Resolution.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute
discretion, to extend, re-open, withdraw or terminate the Offer or
the Proposal and to amend or waive any of the terms and conditions
of the Offer or the Proposal at any time, as described in the
Tender Offer Memorandum. Details of any such extension, re-opening,
withdrawal, termination, amendment or waiver will be notified to
the Instrumentholders as soon as possible after such decision.
Offer Conditions
An offer of Instruments for repurchase may only be made by the
submission of a valid Tender Instruction. The acceptance of
Instruments for repurchase pursuant to the Offer is conditional on
the satisfaction of the Offer Conditions, as set out in the Tender
Offer Memorandum.
Offer and Distribution Restrictions
The Issuer is making the Offer only in those jurisdictions where
it is legal to do so. See the section entitled "Offer and
Distribution Restrictions" in the Tender Offer Memorandum for
further details. This document and the Tender Offer Memorandum does
not constitute a "prospectus" for the purposes of Regulation (EU)
2017/1129 (as amended or superseded).
EXPECTED TIMETABLE OF EVENTS
The times and dates below are indicative only.
Date Action
---------------------- --------------------------------------------------------
31 July 2020 Notice of Meeting
Notice of Meeting delivered to Clearing Systems
for communication to Direct Participants and
published via RNS.
The documents referred to in the Notice of Meeting
available for collection or inspection, as indicated,
from the specified office of the Tender Agent.
6 August 2020 Commencement of the Offer
Offer announced by way of announcements on the
relevant Notifying News Service(s), through
the Clearing Systems and via RNS.
Tender Offer Memorandum available from the Tender
Agent.
21 August 2020 Expiration Deadline
11.00, CET
Deadline for receipt by the Tender Agent of
all Tender Instructions in order for Instrumentholders
to be able to participate in the Offer or the
Proposal, as applicable.
24 August 2020 Meeting
From 11.00 a.m.
CET Meeting to be held via teleconference.
24 August 2020 Announcement of Result of Offer and Meeting
As soon as reasonably
practicable after Announcement of the results of the Meeting and
the Meeting the Issuer's decision whether to accept valid
tenders of Instruments for purchase pursuant
to the Offer as soon as reasonably practicable
following the Meeting, subject only to the satisfaction
or (if applicable) waiver of the relevant Transaction
Conditions.
Details of:
(i) the final aggregate nominal amount of the Instruments
validly tendered pursuant to the Offer;
and
(ii) the nominal amount of Instruments that will
remain outstanding after the Settlement
Date,
distributed by way of announcements on the relevant
Notifying News Service(s), through the Clearing
Systems and via RNS.
If the Issuer announces that it will accept valid
tenders of Instruments for purchase pursuant to
the Offer and the Extraordinary Resolution is
passed, the A&R Final Terms will be executed and
notice of exercise of the Early Redemption Option
will also be given to Instrumentholders in accordance
with the provisions contained in the Agency Agreement
and the Conditions.
25 August 2020 Settlement Date
Expected Settlement Date for the Offer. Payment
of Purchase Consideration and Accrued Interest
Payment in respect of the Offer.
28 August 2020 Early Redemption Date
Payment of Early Redemption Amount in the event
that the Extraordinary Resolution is successfully
passed and the Early Redemption Option is
exercised.
Instrumentholders are advised to check with any bank, securities
broker or other intermediary through which they hold Instruments
when such intermediary would require to receive instructions from
an Instrumentholder in order for that Instrumentholder to be able
to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offer or the Proposal before the deadlines specified above.
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 above.
FURTHER INFORMATION
Instrumentholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
A complete description of the terms and conditions of the Offer
is set out in the Tender Offer Memorandum. Any questions or
requests for assistance in connection with: (i) the Offer, may be
directed to the Dealer Managers; 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 set out below.
Dealer Managers
J.P. Morgan Securities plc 25 Bank OP Corporate Bank plc
Street Canary Wharf London E14 Gebhardinaukio 1 FI-00510
5JP United Kingdom Helsinki Finland
Telephone: +44 207 134 2468 Attention: Telephone: +358 10 252 1668
Liability Management Email: Attention: Liability Management
liability_management_emea@jpmorgan.com Email: liabilitymanagement@op.fi
Swedbank AB (publ)
Large Corporates & Institutions SE-105 34 Stockholm
Sweden
Telephone: +46 700 92 22 Attention: Syndicate
Email: syndicate@swedbank.se
Tender Agent
Lucid Issuer Services Limited
Tankerton Works 12 Argyle Walk
London WC1H 8HA United Kingdom
Telephone: +44 20 7704 0880 Email: op@lucid-is.com
Attention: David Shilson/Owen Morris
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or exchange any
securities is being made pursuant to this announcement. This
announcement and the Tender Offer Memorandum contain important
information, which must be read carefully before any decision is
made with respect to the Offer. If any Instrumentholder is in any
doubt as to the action it should take, it is recommended to seek
its own legal, tax and financial advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual
or company whose Instruments are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must
contact such entity if it wishes to participate in the Offer. None
of the Issuer, the Dealer Managers or the Tender Agent or their
respective directors, employees or affiliates makes any
recommendation as to whether Instrumentholders should participate
in the Offer and none of the Issuer, the Dealer Managers or the
Tender Agent will have any liability or responsibility in respect
thereto.
This announcement is released by the Issuer and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 ("MAR"), encompassing information relating
to the Offer described above. For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Vesa Aho, Group Chief Financial Officer on
behalf of the Issuer.
OFFER AND DISTRIBUTION RESTRICTIONS
United States
The Offer is 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 (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 this announcement,
the Tender Offer Memorandum and any other documents or materials
relating to the Offer 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 Instruments cannot be tendered in the Offer 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 Instruments in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Instruments 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.
Each Instrumentholder participating in the Offer will represent
that it is not a U.S. Person located in the United States and is
not participating in the 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 the 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 this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is 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.
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 Services and Markets Act 2000 (Financial Promotion) Order
2005 (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 Offer is not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors
(investisseurs qualifiés) as defined in Article L.411-2 1deg of the
French Code monétaire et financier. Neither this announcement, the
Tender Offer Memorandum nor any other documents or materials
relating to the Offer 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 Offer. This announcement, the Tender Offer
Memorandum and any other document or material relating to the Offer
have not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer have been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Offer is 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.
Holders or beneficial owners of the Instruments can tender some
or all of their Instruments for purchase 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-Ã -vis its clients in connection with the Instruments or the
Offer.
General
Neither this announcement, the Tender Offer Memorandum nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Instruments (and tenders of
Instruments for purchase pursuant to the Offer will not be accepted
from Instrumentholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and the Dealer Managers or any of their
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Offer shall be deemed to be made by the
Dealer Managers or their respective 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 Instrumentholder participating in the
Offer will be deemed to give certain other representations as set
out in the Tender Offer Memorandum. Any tender of Instruments for
purchase pursuant to the Offer from an Instrumentholder that is
unable to make these representations will not be accepted.
Each of the Issuer, the Dealer Managers and the Tender Agent
reserves the right, in its sole and absolute discretion, to
investigate, in relation to any tender of Instruments for purchase
pursuant to the Offer, whether any such representation given by an
Instrumentholder 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.
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ISEKKABBFBKKPFK
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August 06, 2020 04:26 ET (08:26 GMT)
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