TIDM81YJ
RNS Number : 6937U
Gulf International Bank B.S.C.
29 June 2009
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ITALIAN PERSON OR SAUDI PERSON OR TO
ANY PERSON OR ADDRESS IN THE UNITED STATES OR THE REPUBLIC OF ITALY OR THE
KINGDOM OF SAUDI ARABIA OR IN ANY OTHER JURISDICTION WHERE UNLAWFUL.
PRICING AND FINAL RESULTS ANNOUNCEMENT IN RELATION TO TENDER OFFER - 29 JUNE
2009
Gulf International Bank B.S.C. announces the pricing and final results of its
invitation to offer to sell for cash in a Modified Dutch Auction a limited
amount of its outstanding U.S.$400,000,000 Subordinated Step-Up Floating Rate
Notes due 2015
Gulf International Bank B.S.C. (the "Company") announced today the final results
of its invitation, launched on 17 June 2009, to Noteholders of its
U.S.$400,000,000 Subordinated Step-Up Floating Rate Notes due 2015, ISIN
XS0230799925 ("the Notes") to offer to sell for cash to the Company, a limited
amount of their Notes in a Modified Dutch Auction (the "Invitation"), subject to
the terms and conditions set out in the Tender Memorandum dated 17 June 2009
(the "Tender Memorandum") .
The Invitation expired on the Expiration Date of 5.00 p.m. London time on Friday
26 June 2009. The Company has accepted for purchase U.S.$27,002,000 in aggregate
principal amount of Notes validly tendered and not withdrawn pursuant to the
Invitation. The Notes accepted for purchase will be purchased at the Purchase
Price of U.S.$780 per U.S.$1,000 in principal amount of Notes. The Company will
purchase all of the Notes tendered at prices below the Purchase Price.
The Purchase Price applies to all Notes accepted for payment pursuant to the
Invitation. Payment for the Notes accepted for purchase is expected to occur on
the Settlement Date of 1 July 2009. Notes purchased pursuant to the Invitation
will be cancelled promptly after the completion of the Invitation. The aggregate
principal amount of the Notes expected to remain outstanding after the
completion of the Invitation is U.S.$372,998,000.
Capitalised terms used in this announcement have the meanings ascribed to them
in the Tender Memorandum.
For further information:
A complete description of the terms and conditions of the Invitation is set out
in the Tender Memorandum. Further details on the transaction can be obtained
from:
+----------------------------------------+----------------------------------------+
| JOINT DEALER MANAGERS |
+---------------------------------------------------------------------------------+
| Barclays Bank PLC | J.P. Morgan Securities Ltd. |
| 5 The North Colonnade | 125 London Wall |
| Canary Wharf | London EC2Y 5AJ |
| London E14 4BB | United Kingdom |
| United Kingdom | Telephone: +44 (0) 20 7325 5266 |
| Telephone: +44 (0) 20 7773 8575 | or +44 (0) 20 7779 2468 |
| Fax: +44 (0) 20 7516 8048 | Fax: +44 (0) 20 7325 4469 |
| Email: eu.lm@barcap.com |Email: osama.al-adhamy@jpmorgan.com or |
| Attention: Liability Management Group | marc.lewell@jpmorgan.com |
| | Attention: Osama Al-Adhamy or Marc |
| | Lewell |
+----------------------------------------+----------------------------------------+
| TENDER AND INFORMATION AGENT |
+---------------------------------------------------------------------------------+
| Lucid Issuer Services Limited |
| 436 Essex Road |
| London N1 3QP |
| United Kingdom |
| Telephone: +44 (0) 20 7704 0880 |
| Fax: +44 (0) 20 7067 9098 |
| Email: gulf@lucid-is.com |
| Attention: Yves Theis |
+---------------------------------------------------------------------------------+
| THE COMPANY |
+---------------------------------------------------------------------------------+
| Gulf International Bank B.S.C. |
| Al Dowali Building |
| 3 Palace Avenue |
| Manama |
| Kingdom of Bahrain |
| Telephone: +973 1 754 2787 |
| Fax: +973 1 754 2730 |
| Email: ali.al-qaseer@gibbah.com |
| Attention: Ali Al-Qaseer |
+----------------------------------------+----------------------------------------+
The Joint Dealer Managers take no responsibility for the contents of this
announcement which shall be the sole responsibility of the Company. This
announcement must be read in conjunction with the Tender Memorandum. This
announcement and the Tender Memorandum contain important information which
should be read carefully before any decision is made in connection with the
Invitation. If you are in any doubt as to the action you should take, you are
recommended to seek your own financial advice immediately from your stockbroker,
bank manager, accountant or other independent financial adviser.
DISCLAIMER AND INVITATION RESTRICTIONS
This announcement does not constitute an offer to purchase Notes. This
announcement does not constitute a solicitation of an offer to sell Notes in any
jurisdiction in which such solicitation or offer is unlawful, and offers to sell
will not be accepted from Noteholders 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 Invitation to be made by a licensed broker
or dealer, any actions in connection with the Invitation shall be deemed to be
made on behalf of the Company by the Joint Dealer Managers (or affiliate, where
it is so licensed, as the case may be) or one or more registered brokers or
dealers licensed under the laws of such jurisdiction and the Invitation is not
being made in any jurisdiction where the Joint Dealer Managers are not so
licensed.
The distribution of this announcement in certain jurisdictions is restricted by
law. Persons into whose possession this announcement comes are required by the
Company, the Joint Dealer Managers and the Tender and Information Agent to
inform themselves about, and to observe, any such restrictions.
This announcement is only available to the class of persons who are entitled to
receive it, as described below, and the transactions contemplated herein will
only be available to, or engaged in only with such persons, and this financial
promotion must not be relied or acted upon by persons other than those persons.
Expressions of interest resulting from this announcement will only be responded
to or accepted if received from such persons.
Kingdom of Bahrain
Neither this Invitation nor any other offering material has been submitted or
will be submitted for approval or recognition to the Central Bank of Bahrain
and/or the Bahrain Stock Exchange. The Central Bank of Bahrain and the Bahrain
Stock Exchange assume no responsibility for the accuracy and completeness of the
statements and information contained in this announcement and expressly disclaim
any liability whatsoever for any loss howsoever arising from the reliance upon
the whole or any part of the contents of this announcement.
This announcement has not been reviewed or approved by the Central Bank of
Bahrain and the Bahrain Stock Exchange.
This announcement has been issued only for the personal use of the addressee and
exclusively for the purpose of the offer and shall not be issued or passed to
the Public (as defined in Articles 142-146 of the Commercial Companies Law
(Decree No. 21/2001) of the Kingdom of Bahrain) in the Kingdom of Bahrain.
Accordingly, the information contained herein may not be used for any other
purpose or disclosed to any other person in the Kingdom of Bahrain.
There are no regulatory or legal issues on issuing the Invitation in the Kingdom
of Bahrain as long as the Invitation is not issued or passed to the Public (as
defined in Articles 142-146 of the Commercial Companies Law (Decree No. 21/2001)
of the Kingdom of Bahrain) in the Kingdom of Bahrain.
Kingdom of Saudi Arabia
The Invitation and this announcement is not being made and will not be made in
any way in the Kingdom of Saudi Arabia. Copies of this announcement or any
related documents must not be published or otherwise distributed in, into or
from the Kingdom of Saudi Arabia. The Invitation is not available to Noteholders
located in the Kingdom of Saudi Arabia, and no offer made by such Noteholders
pursuant to the Invitation will be accepted. Neither this announcement nor any
other offer documents relating to the Invitation have been or will be lodged
with the Capital Markets Authority (CMA).
United States
The Invitation and this announcement 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 (including, without limitation, facsimile transmission,
telex, telephone, email and other forms of electronic transmission) of
interstate or foreign commerce of, or any facility of a national securities
exchange of, the United States, and no offer of Notes may be made by any such
use, means, instrumentality or facility from or within the United States, or to
U.S. holders or to persons located in the United States. Accordingly, copies of
this announcement and any other documents or materials relating to the
Invitation are not being, and must not be, directly or indirectly, mailed or
otherwise transmitted, distributed or forwarded in or into the United States, or
to U.S. holders or to persons located in the United States. Any purported offer
of Notes resulting directly or indirectly from a violation of these restrictions
will be invalid and offers of Notes made by a person giving instruction from
within the United States or any agent, fiduciary or other intermediary acting on
a non-discretionary basis for a principal located in the United States will not
be accepted.
For the purposes of this paragraph, United States means the United States of
America, its territories and possessions, any state of the United States of
America and the District of Columbia, and "U.S. holder" means a holder of Notes
that is resident in the United States, within the meaning of Rule 800(h) under
the U.S. Securities Act of 1933, as amended.
Republic of Italy
Neither the Invitation nor any of the information contained herein constitutes
an offer or an invitation to offer to sell or a promotional message of any form
to any person (natural or legal) resident in the Republic of Italy to purchase,
exchange or acquire the Notes, within the meaning of articles 1, paragraph 1,
lett. (v), and 102. ff, of Legislative Decree February 24, 1998, n. 58, as
amended. The Invitation is not being made and will not be made, directly or
indirectly, in or into, whether by mail or by any means or other instrument
(including, without limitation, telephonically or electronically) or any
facility of a national securities exchange publicly or privately available in
the Republic of Italy. An offer should not be made pursuant to the Invitation by
any such use, means, instrument or facility or from within the Republic of
Italy. Doing so may render invalid any purported offer to sell. Accordingly,
copies of this announcement and any related documents should not be mailed or
otherwise forwarded, distributed or sent in, into or from the Republic of Italy
and persons receiving such documents must not forward, distribute or send them
in, into or from the Republic of Italy. Therefore, holders are hereby notified
that, to the extent such holders are located in the Republic of Italy, the
Invitation is not available to them and, as such, any acceptance instruction on
whatever form received from such person shall be void. Any person who may have a
legal or contractual obligation to forward this announcement and any related
offer documents in the Republic of Italy should read the Tender Memorandum
before doing so. Neither this announcement, the Tender Memorandum nor any other
offer documents relating to the Invitation has been or will be lodged, or
registered by, the Commissione Nazionale per le Società e la Borsa (CONSOB).
Accordingly, neither this announcement, the Tender Memorandum nor any other
material relating to the Invitation may be distributed or made available in the
Republic of Italy.
United Kingdom
The communication of the Invitation is not being made, and has not been approved
by, an authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000. Accordingly, the Invitation is not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. Rather, the communication of the Invitation as a financial promotion is
only being made by the Company or the Joint Dealer Managers to, and is directed
only at persons who (i) are outside the United Kingdom, or (ii) have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "FPO"), or (iii) are persons falling within Article
49(2)(a) to (d), "high net worth companies, unincorporated associations, etc.,"
of the FPO, or (iv) are persons to whom an invitation or inducement to engage in
investment activity may lawfully be communicated or caused to be communicated
under the Financial Services and Markets Act 2000, all such persons together
being referred to as "relevant persons". Any investment or investment activity
to which this communication relates is available only to relevant persons and
will be engaged in only with relevant persons. Any person who is not a relevant
person should not act on this Invitation.
Belgium
Neither this Invitation nor any other offering material has been submitted or
will be submitted for approval or recognition to the Belgian Banking, Finance
and Insurance Commission ("Commission bancaire, financière et des
assurances/Commissie voor het Bank, Financie- en Assurantiewezen") and,
accordingly, the Invitation may not be made in Belgium by way of a public
offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public
takeover bids, as amended or replaced from time to time. Accordingly, the
Invitation may not be advertised and the announcement will not be extended and
no memorandum, information circular, brochure or any similar documents has or
will be distributed, directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law of 16 June
2006 on the public offering of securities and the admission of securities to be
traded on a regulated market (as amended from time to time). This announcement
has been issued only for the personal use of the above qualified investors and
exclusively for the purpose of the offer. Accordingly, the information contained
herein may not be used for any other purpose or disclosed to any other person in
Belgium.
France
This Invitation as well as any other offering materials relating to the
announcement has not been distributed or caused to be distributed and will not
be distributed or caused to be distributed to the public in France; such offer
and distributions have not been and shall not be made to the public in France.
Only qualified investors (investisseurs qualifiés) acting for their own account
(a "Qualified Investor") and/or legal entities whose total balance sheet exceeds
EUR5 million, or whose total annual turnover or revenues exceed EUR5 million, or
which manages assets in excess of EUR5 million, or whose average annual headcount
exceeds 50 persons (a "Large Corporate Investor"), all as defined in Articles L.
341-2 1 , L. 411-2, D. 341-1, D. 411-1 to D. 411-3 of the French Code monétaire
et financier and other applicable regulations will be entitled to tender the
Notes.
By tendering Notes, an investor resident and/or located in France will be deemed
to represent and warrant to the Company, the Joint Dealer Managers and the
Tender and Information Agent that it is a Qualified Investor and/or a Large
Corporate Investor.
General
This announcement does not constitute an offer to buy or the solicitation of an
offer to sell Notes, and tenders of Notes in any offer will not be accepted from
Noteholders in any circumstances in which such offer or solicitation is
unlawful.
Each Noteholder participating in the Invitation will be deemed to give certain
representations in respect of the jurisdictions referred to above and generally
as set out in "Terms of the Invitation" in the Tender Memorandum. Any tender of
Notes for purchase pursuant to the Invitation from a Noteholder that is unable
to make these representations will not be accepted. Each of the Company, the
Joint Dealer Managers and the Tender and Information Agent reserve the right, in
their absolute discretion, to investigate, in relation to any tender of Notes
for purchase pursuant to the Invitation, whether any such representation given
by a Noteholder 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 shall not be accepted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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