NIBC Bank N.V. announces final results of the tender offer for its outstanding senior non-preferred unsecured notes due 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 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.

On 9 November 2023, NIBC Bank N.V. (the "Issuer") launched its invitation to holders of its outstanding 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) (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: 

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.