NIBC Bank N.V. announces a tender offer for its outstanding EUR 200,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Capital Securities (ISIN: XS1691468026)
Press Release - 25 June 2024
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. (the "Issuer") has today launched its invitation to holders of its outstanding EUR 200,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Capital Securities (ISIN: XS1691468026) (the "Capital Securities") to tender any and all such Capital Securities for purchase by the Issuer for cash (such invitation, the "Offer"). The Offer is 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 25 June 2024 (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
|
Description of Notes |
ISIN |
Aggregate Principal Amount Outstanding |
Purchase Price |
First Call Date |
Amount subject to the Offer |
| EUR 200,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Capital Securities |
XS1691468026//169146802 |
EUR 200,000,000 |
100.20% |
15 October 2024 |
Any-and-all |
THE OFFER COMMENCES ON 25 JUNE 2024 AND WILL EXPIRE AT 16:00 HOURS (LONDON TIME)/17:00 HOURS CEST ON 3 JULY 2024 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE AND ABSOLUTE DISCRETION OF THE ISSUER, AS PROVIDED IN THE TENDER OFFER MEMORANDUM.
THE OFFER IS SUBJECT TO SATISFACTION OR WAIVER OF THE NEW FINANCING CONDITION AND THE OTHER TERMS AND CONDITIONS SET OUT HEREIN.
TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER OFFER MEMORANDUM.
Custodians, Direct Participants and Clearing Systems will have deadlines for receiving instructions prior to the Expiration Deadline and Holders should contact the intermediary through which they hold their Capital Securities as soon as possible to ensure proper and timely delivery of instructions.
Rationale for the Offer
The Issuer is making the Offer in order to provide liquidity to the Holders. The Offer also provides the Holders with an opportunity to sell their Capital Securities and to receive, at the sole and absolute discretion of the Issuer, priority in the allocation of the New Capital Securities as further described below.
Capital Securities purchased by the Issuer pursuant to the Offer will be cancelled and will not be re-issued or re-sold.
New Financing Condition
The Issuer announced today its intention to issue new EUR-denominated undated deeply subordinated additional tier 1 fixed rate resettable callable capital securities (the "New Capital Securities"). The purchase of any Capital Securities by the Issuer pursuant to the Offer is subject to the settlement of the issue of the New Capital Securities on or prior to the Tender Offer Settlement Date (the "New Financing Condition"). The Issuer may, at its sole discretion, waive the New Financing Condition.
Priority in allocation of New Capital Securities
A Holder that wishes to subscribe for New Capital Securities in addition to validly tendering Capital Securities for purchase pursuant to the Offer may, at the sole discretion of the Issuer, receive priority (the "New Issue Priority") in the allocation of the New Capital Securities, subject to the terms set out in the Tender Offer Memorandum, the satisfaction (or waiver) of the New Financing Condition and such Holder also making a separate application for the purchase of such New Capital Securities to a Dealer Manager (in its capacity as a manager of the issue of the New Capital Securities) in accordance with the standard new issue procedures of such manager. Please refer to the Tender Offer Memorandum for further details. However, the Issuer is not obliged to allocate the New Capital Securities to a Holder who has validly tendered or indicated a firm intention to tender Capital Securities pursuant to an Offer.
The pricing and allocation of the New Capital Securities may take place prior to the Expiration Deadline and, as such, any Holder who wishes to subscribe for New Capital Securities in addition to tendering their Capital Securities for purchase pursuant to the Offer is advised to contact the Dealer Managers as soon as possible in order to be eligible to receive New Issue Priority and to provide, as soon as practicable, and prior to the allocation of the New Capital Securities, to the Issuer or any Dealer Manager an indication of its firm intention to tender their Capital Securities for purchase and the principal amount of the Capital Securities that it intends to tender pursuant to the Offer.
MiFID II product governance – The target market for the New Capital Securities is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II").
The New Capital Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For these purposes, the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, (iii) not a qualified investor as defined in Regulation (EU) 2017/1129.
In the United Kingdom (the "UK"), the Financial Conduct Authority ("FCA") Conduct of Business Sourcebook ("COBS") requires, in summary, that the New Capital Securities should not be offered or sold to retail clients (as defined in COBS 3.4 and each a "retail client") in the UK.
By purchasing, or making or accepting an offer to purchase, any New Capital Securities (or a beneficial interest in such New Capital Securities) from the Issuer and/or any of the Dealer Managers (in their capacity as a manager of the issue of New Capital Securities) each prospective investor represents, warrants, agrees with and undertakes to the Issuer and each of such managers that:
- it is not a retail client in the UK; and
- it will not sell or offer the New Capital Securities (or any beneficial interest therein) to retail clients in the UK or communicate (including the distribution of the Preliminary Prospectus) or approve an invitation or inducement to participate in, acquire or underwrite the New Capital Securities (or any beneficial interests therein) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in the UK.
In selling or offering the New Capital Securities or making or approving communications relating to the New Capital Securities you may not rely on the limited exemptions set out in COBS.
No action has been or will be taken in any jurisdiction in relation to the New Capital Securities to permit a public offering of securities.
Purchase Price and Interest Payment
Subject to the Minimum Denomination in respect of the Capital Securities, the price payable for Capital Securities validly tendered in the Offer and accepted for purchase (the "Purchase Price") will be equal to 100.20% of the principal amount of the Capital Securities.
In respect of any Capital Securities accepted for purchase, the Issuer will also pay an amount equal to any accrued and unpaid interest on the relevant Capital Securities from, and including, the interest payment date for the Capital Securities immediately preceding the Tender Offer Settlement Date up to, but excluding, the Tender Offer Settlement Date, which is expected on 5 July 2024.
Capital Securities purchased by the Issuer pursuant to the Offer will be immediately cancelled. Capital Securities which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Tender Offer Settlement Date.
Acceptance and No Scaling
If the Issuer decides to accept any valid tenders of Capital Securities for purchase pursuant to the Offer, the Issuer will accept for purchase all Capital Securities that are validly tendered in full, with no pro rata scaling, subject to the satisfaction or waiver of the New Financing Condition on or prior to the Tender Offer Settlement Date.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer at any time following the announcement of the Offer, as described herein under the heading "Amendment and Termination". Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Holders as soon as possible after such decision.
Summary of Action to be Taken
To tender Capital Securities in the Offer, a Holder 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 in each case by the Tender Agent by the Expiration Deadline as follows:
- any Holder that does not wish to subscribe for New Capital Securities and wishes only to tender Capital Securities for purchase for cash by the Issuer should deliver, or arrange to have delivered on its behalf, a Tender Instruction; and
- any Holder that wishes to subscribe for New Capital Securities in addition to tendering Capital Securities for purchase by the Issuer, and to be eligible to receive New Issue Priority, should follow the procedures described in "Terms and Conditions of the Offer – Priority in allocation of New Capital Securities" of the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a principal amount of Capital Securities of no less than the Minimum Denomination.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Capital Securities when such intermediary would require to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in this 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 this Tender Offer Memorandum.
If a Holder wishes to request New Issue Priority but does not have an account with a Dealer Manager (in its capacity as a manager of the issue of New Capital Securities) or is not otherwise an approved counterparty of any such manager, such Holder must arrange for its application for New Issue Priority to be requested through an Intermediary that is an approved counterparty of such Dealer Manager (in its capacity as a manager of the issue of New Capital Securities).
Further Information
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 provided on the back cover of this announcement.
Before making a decision with respect to the Offer, Holders 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 ("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.
EXPECTED TIMETABLE OF EVENTS
This is an indicative timetable showing one possible outcome for the timing of the Offer. 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 Offer as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.
| Date |
Number of Business Days from and including Launch |
Action |
| 25 June 2024 |
Day 1 |
Commencement of the Offer Offer announced on the website of the Luxembourg Stock Exchange (www.luxse.com), by the delivery of notice to the Clearing Systems and a notice published on the Issuer's website. Tender Offer Memorandum available from the Tender Agent. Preliminary Prospectus available from the Dealer Managers (in their capacity as a manager on the issue of the New Capital Securities). |
| On or before the Expiration Deadline |
|
Pricing of the New Capital Securities Expected pricing of the New Capital Securities. |
|
3 July 2024 16.00 hours, London time/17.00 hours, CEST |
Day 7 |
Expiration Deadline Deadline for receipt by the Tender Agent of all Tender Instructions in order for Holders to be able to participate in the Offer, as applicable. |
|
4 July 2024 |
Day 8 |
Announcement of Result of Offer Announcement of the Issuer's decision whether to accept valid tenders of Capital Securities for purchase pursuant to the Offer, subject only to the satisfaction or (if applicable) waiver of the New Financing Condition on or prior to the Tender Offer Settlement Date on the website of the Luxembourg Stock Exchange (www.luxse.com), by the delivery of notice to the Clearing Systems and a notice published on the Issuer's website. |
| 5 July 2024 | Day 9 |
Tender Offer Settlement Date Subject to satisfaction (or waiver) of the New Financing Condition, expected Tender Offer Settlement Date for the Offer. Payment of Purchase Consideration and Accrued Interest Payment in respect of the Offer. |
Announcements will be made by (i) the issue of a press release on the Issuer's website, (ii) on the website of the Luxembourg Stock Exchange (www.luxse.com) and (iii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements relating to the Offer.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Capital Securities when such intermediary would require to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer 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.
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 Offer. If any Holder 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 Holder should offer to sell its Capital Securities and no one has been authorised by the Issuer, the Dealer Managers or the Tender Agent to make any such recommendation.
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 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 Capital Securities 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 Capital Securities in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Capital Securities 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.
This 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. The New Capital Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.
Each Holder 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 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 referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended). Neither this 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 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 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 (the "Issuer's Regulation").
Holders, or beneficial owners of the Capital Securities, can tender some or all of their Capital Securities pursuant to the Offer 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 1 September 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 Capital Securities or the Offer.
General
Neither this Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Capital Securities (and tenders of Capital Securities for purchase pursuant to the Offer will not be accepted from Holders) 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 its 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 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 Holder participating in the Offer by submitting valid Tender Instruction will be deemed to give certain other representations as set out in "Procedures for Participating in the Offer" will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer". Any tender of Capital Securities for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted.
|
THE ISSUER |
|
NIBC Bank N.V. |
|
THE SOLE DEALER MANAGERS |
|
ABN AMRO Bank N.V. Telephone: +31 20 383 6928 Email: liabilitymanagement@nl.abnamro.com Morgan Stanley Europe SE Gross Gallusstrasse 18 Telephone: +44 20 7677 5040 Attention: Head of Transaction Management Team, Globlal Capital Markets Email: liabilitymanagementeurope@morganstanley.com UBS Europe SE Telephone: +44 20 7568 1121 Attention: Liability Management Group |
|
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/David Shilson Email: nibc@is.kroll.com Website: https://deals.is.kroll.com/nibc |