TIDM49WP
RNS Number : 8347T
NIBC Bank N.V.
17 November 2023
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 IN THE TENDER OFFER MEMORANDUM (AS DEFINED BELOW)) OR IN OR
INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS DOCUMENT.
17 NOVEMBER 2023
NIBC BANK N.V. ANNOUNCES FINAL RESULTS OF THE TENDER OFFER FOR
ITS OUTSTANDING EUR 500,000,000 2.000 PER CENT. SENIOR
NON-PREFERRED UNSECURED NOTES DUE 9 APRIL 2024 (ISIN:
XS1978668298)
On 9 November 2023, NIBC Bank N.V. (the "Issuer") launched its
invitation to holders of its outstanding EUR 5 00,000,000 2.000 per
cent. Senior Non-Preferred Unsecured Notes due 9 April 2024 (issued
in one tranche of EUR 300,000,000 on 9 April 2019 and one tranche
of EUR 200,000,000 issued on 10 June 2020, which tranches were then
consolidated to form a single series) (ISIN: XS1978668298) (the
"Notes") to tender any and all such Notes for purchase by the
Issuer for cash (such invitation, the "Offer") . The Offer was 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 9 November 2023 (the
"Tender Offer Memorandum").
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.
The Issuer confirms that the New Financing Condition is
satisfied and hereby announces that it will accept all validly
tendered Notes pursuant to the Offer for purchase in cash as set
out in the table below.
The final results of the Offer are as follows:
Aggregate
Principal Amount
Aggregate Principal of Notes accepted Aggregate
Amount Outstanding for purchase Principal Amount
Description of (prior to completion pursuant to the Outstanding after
Notes ISIN of the Offer) Purchase Price Offer Settlement Date
-------------------- -------------- --------------------- --------------- ------------------- -------------------
EUR 500,000,000
2.000 per cent.
Senior
Non-Preferred
Unsecured Notes
due 9 April 2024
(issued
in one tranche of
EUR 300,000,000 on
9 April 2019 and
one tranche of EUR
200,000,000 issued
on 10 June 2020,
which tranches
were then
consolidated to
form a single
series) XS1978668298 EUR 500,000,000 99.00% EUR 141,200,000 EUR 358,800,000
The Offer remains subject to the conditions and restrictions set
out in the Tender Offer Memorandum.
Payment of the Purchase Consideration and the Accrued Interest
Payment in respect of the Notes accepted for purchase by the Issuer
pursuant to the Offer will occur on the Settlement Date which is
expected to be 20 November 2023.
All Notes purchased pursuant to the Offer will be cancelled.
Full details concerning the Offer are set out in the Tender
Offer Memorandum.
BNP Paribas (Telephone: +33 1 55 77 78 94; Email:
liability.management@bnpparibas.com ; Attention: Liability
Management Group) (acting as Structuring Adviser and Dealer
Manager), Deutsche Bank Aktiengesellschaft (Telephone: +44 207 545
8011 ; Attention: Liability Management Group) and UBS Europe SE
(Telephone: +44 20 7568 1121; Email:
ol-liabilitymanagement-eu@ubs.com; Attention: Liability Management
Group) are acting as Dealer Managers. Kroll Issuer Services Limited
(Telephone: +44 20 7704 0880; Email: nibc@is.kroll.com ; Attention:
Arlind Bytyqi / Paul Kamminga ) is acting as Tender Agent.
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 ("MAR").
FOR THE PURPOSES OF 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 .
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. No offer or invitation to acquire or
sell any securities is being made pursuant to this announcement.
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any
decision is made with respect to the Offer. 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 Dealer Managers or the Tender Agent or
any of their respective directors, employees, officers, agents or
affiliates expresses any opinion about the merits of the Offer 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 Dealer Managers or the Tender Agent to make any such
recommendation.
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END
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