TIDM65DV
RNS Number : 8178M
CHESS Capital Securities plc
01 June 2010
CHESS Capital Securities plc Announces Tender Offer for its EUR125,000,000
Perpetual Tier-One Pass-Through Securities (ISIN: XS0225592145)
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 OR THE DISTRICT OF COLUMBIA, TO ANY
U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN ITALY (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW)
1st June, 2010. CHESS Capital Securities plc (the Company) announced today
invitations to holders of its EUR125,000,000 Perpetual Tier-One Pass-Through
Securities (the Notes) to tender any and all of their Notes for purchase by the
Company for cash (theOffer). The Offer is being made on the terms and subject
to the conditions contained in the Tender Offer Memorandum dated 1st June, 2010
(the Tender Offer Memorandum) prepared by the Company, and are subject to the
offer restrictions set out below and as more fully described in the Tender Offer
Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions)
available from the Dealer Manager and the Tender Agent as set out below.
Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.
Details of the Offer
Subject to the satisfaction of the Settlement Condition (as defined below), the
Company will pay EUR440 (the Purchase Price) for each EUR1,000 in principal amount
of the Notes accepted by it for purchase pursuant to the Offer. The Company
will not pay any amount in respect of accrued interest on the Notes.
The Notes are secured over the EUR125,000,000 4.830% Step-up Guaranteed
Non-Cumulative Perpetual Capital Securities of EBS Capital No.1 S.A. (the
Capital Securities). Pursuant to the capital securities purchase agreement
entered into by EBS Building Society (EBS), The Bank of New York Mellon (the
Trustee) and the Company dated the date of the Tender Offer Memorandum (the
Capital Securities Purchase Agreement), EBS has committed to purchase from the
Company, Capital Securities with an aggregate nominal liquidation preference
equal to the aggregate principal amount of Notes accepted for tender by the
Company pursuant to the Offer. Settlement of the Offer by the Company is
subject to receipt of the sale proceeds of the Capital Securities from EBS (the
Settlement Condition).
The Offer begins today, 1st June, 2010 (the Launch Date) and will expire at 5.00
p.m. (London time) on 18th June, 2010 (the Expiration Deadline), unless
extended, re-opened or terminated as provided in the Tender Offer Memorandum.
The relevant deadline set by any intermediary or Clearing System may be earlier
than this deadline.
Subject to applicable law and as provided in the Tender Offer Memorandum, the
Company may, in its sole discretion (to be exercised with the consent of EBS),
extend, re-open, amend, waive any condition of or terminate the Offer at any
time. Details of any such extension, re-opening, amendment or termination will
be announced as provided in the Tender Offer Memorandum as soon as reasonably
practicable after the relevant decision is made.
A copy of the Tender Offer Memorandum will be available on EBS' website
www.ebs.ie.
Tender Instructions
In order to be eligible to receive the Purchase Price, Noteholders must validly
tender their Notes by the Expiration Deadline, by delivering, or arranging to
have delivered on their behalf, a valid Tender Instruction that is received by
the Tender Agent by the Expiration Deadline. Tender Instructions will be
irrevocable except in the limited circumstances described in the Tender Offer
Memorandum.
Tender Instructions must be submitted in respect of a minimum principal amount
of Notes of EUR50,000 and integral multiples of EUR1,000 thereafter, and may only be
submitted via Euroclear or Clearstream, Luxembourg. Accordingly, to the extent
any holders holding their Notes through clearing systems other than Euroclear or
Clearstream, Luxembourg wish to participate in the Offer, they should speak to
the custodian or clearing system through which their Notes are held as soon as
possible as regards the possibility of such custodian or clearing system
submitting Tender Instructions via Euroclear or Clearstream, Luxembourg on their
behalf, and may need to arrange for the Notes to be transferred to a direct
participant within Euroclear or Clearstream, Luxembourg in order to submit such
Tender Instructions.
Indicative Timetable for the Offer
+-------------+-----------+---------------+
| Date | Number | Event |
| and | of | |
| time | Business | |
| | Days | |
| | from and | |
| | including | |
| | Launch | |
| | Date | |
+-------------+-----------+---------------+
| Tuesday, | Day 1 | Launch |
| 1st | | Date |
| June, | | Execution |
| 2010 | | of the |
| | | Capital |
| | | Securities |
| | | Purchase |
| | | Agreement. |
| | | Offer |
| | | announced |
| | | and Tender |
| | | Offer |
| | | Memorandum |
| | | available |
| | | from the |
| | | Dealer |
| | | Manager |
| | | and the |
| | | Tender |
| | | Agent. |
| | | Notices of |
| | | Offer |
| | | published. |
+-------------+-----------+---------------+
| Friday, | Day 14 | Expiration |
| 18th | | Deadline |
| June, | | Deadline |
| 2010 at | | for |
| 5.00 | | receipt by |
| p.m. | | the Tender |
| | | Agent of |
| | | all Tender |
| | | Instructions. |
+-------------+-----------+---------------+
| The | Day 15 | Announcement |
| Business | | of |
| Day | | Acceptance |
| immediately | | and Results |
| following | | Announcement |
| the | | by the |
| Expiration | | Company of |
| Date | | whether it |
| | | accepts for |
| | | purchase the |
| | | Notes |
| | | validly |
| | | tendered in |
| | | the Offer |
| | | and, if so |
| | | accepted, |
| | | the |
| | | aggregate |
| | | principal |
| | | amount of |
| | | Notes |
| | | accepted for |
| | | purchase. |
+-------------+-----------+---------------+
| Wednesday, | Day 17 | Expected |
| 23rd June, | | Settlement |
| 2010 | | Date |
| | | Subject to |
| | | satisfaction |
| | | of the |
| | | Settlement |
| | | Condition, |
| | | payment of |
| | | the Purchase |
| | | Price in |
| | | respect of |
| | | the Notes |
| | | accepted for |
| | | purchase. |
| | | The Company |
| | | will notify |
| | | Noteholders |
| | | in the event |
| | | that the |
| | | Settlement |
| | | Condition is |
| | | not |
| | | satisfied on |
| | | the Expected |
| | | Settlement |
| | | Date. |
+-------------+-----------+---------------+
The Company may, in its sole discretion (to be exercised with the consent of
EBS), extend, re-open, amend, waive any condition of or terminate the Offer at
any time (subject to applicable law and as provided in the Tender Offer
Memorandum) and the above times and dates are subject to the right of the
Company to so extend, re-open, amend and/or terminate the Offer.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need to
receive instructions from a Noteholder in order for that Noteholder to be able
to participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer by the
deadlines set out above. The deadlines set by any such intermediary and each
Clearing System for the submission and withdrawal of Tender Instructions will be
earlier than the relevant deadlines set out above and in the Tender Offer
Memorandum.
Unless stated otherwise, announcements in connection with the Offer will be made
by the issue of a press release to a Notifying News Service, by delivery of
notices to the Clearing Systems for communication to Direct Participants, via
the Company Announcements Office of the Irish Stock Exchange, and may also be
found on Reuters International Insider Screen. Copies of all announcements,
press releases and notices can also be obtained from the Tender Agent, the
contact details for which are below. Significant delays may be experienced
where notices are delivered to the Clearing Systems and Noteholders are urged to
contact the Tender Agent for the relevant announcements during the course of the
Offer. In addition, Noteholders may contact the Dealer Manager for information
using the contact details below.
Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offer.
J.P. Morgan Securities Ltd. is acting as Dealer Manager for the Offer and Lucid
Issuer Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Manager.
+-------------------------------------------------------------------------------------+
| The Dealer Manager |
+-------------------------------------------------------------------------------------+
| J.P. Morgan Securities Ltd. |
| 125 London Wall |
| London EC2Y 5AJ |
| United Kingdom |
| For information by telephone: +44 (0) 20 7777 1333 |
| Attention: Sebastien Bamsey - Liability Management |
| Email: sebastien.m.bamsey@jpmorgan.com |
| For information by telephone: +44 (0) 20 7779 2468 |
| Attention: Richard Howard - FIG Syndicate |
| Email: Richard.v.howard@jpmorgan.com |
+-------------------------------------------------------------------------------------+
Requests for information in relation to the procedures for tendering Notes in,
and for any documents or materials relating to, the Offer should be directed to
the Tender Agent.
+-------------------------------------------------------------------------------------+
| The Tender Agent |
+-------------------------------------------------------------------------------------+
| Lucid Issuer Services Limited |
| Leroy House |
| 436 Essex Road |
| London N1 3QP |
| Telephone: +44 20 7704 0880 |
| Facsimile: +44 20 7067 9098 |
| Attention: Yves Theis / David Shilson |
| Email: chess@lucid-is.com |
+-------------------------------------------------------------------------------------+
The Trustee has not been involved in the formulation of the information outlined
herein. The Trustee is not responsible for the accuracy, completeness, validity
or correctness of the statements made herein.
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 any Offer. If you are in any doubt as to the action you should take,
you are recommended to seek your own financial advice, including as to any tax
consequences, from your stockbroker, bank manager, solicitor, accountant or
other independent financial, tax or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee must contact such entity if it wishes to tender such
Notes pursuant to the Offer. None of the Company, EBS, the Dealer Manager or the
Tender Agent makes any recommendation whether Noteholders should tender Notes
pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or the Tender Offer Memorandum comes are required by the
Company, EBS, the Dealer Manager and the Tender Agent to inform themselves about
and to observe any such restrictions. Neither this announcement nor the Tender
Offer Memorandum constitutes an offer to buy or a solicitation of an offer to
sell the Notes (and tenders of Notes in the Offer will not be accepted from
Noteholders) 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
Manager 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 Manager or
affiliate, as the case may be, on behalf of the Company in such jurisdictions.
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. This includes, but is not
limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes may not be
tendered in the Offer by any such use, means, instrumentality or facility from
or within the United States or by persons located or resident in the United
States. Accordingly, copies of 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 any U.S. persons or any persons located or resident in
the United States. Any purported tender of Notes pursuant to the Offer
resulting directly or indirectly from a violation of these restrictions will be
invalid and any purported tender of Notes made by a person located in the United
States or 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 Noteholder participating in the Offer will represent that it is not a U.S.
person, it is not located in the United States and it is not participating in
the Offer from the United States or it is acting on a non-discretionary basis
for a principal that is not a U.S. person, that is located outside the United
States and that is not giving an order to participate in the Offer from the
United States. For the purposes of this and the above paragraph, United States
means 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.
Italy. The Offer is not being made, directly or indirectly, in the Republic of
Italy (Italy). The Offer and the Tender Offer Memorandum have not been
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.
Accordingly, Noteholders are notified that, to the extent Noteholders are
located or resident in Italy, the Offer is not available to them and they may
not tender Notes in the Offer and, as such, any Tender Instructions received
from such persons shall be ineffective and void, and neither the Tender Offer
Memorandum nor any other documents or materials relating to the Offer or the
Notes may be distributed or made available in Italy.
United Kingdom. The communication of 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 (i) persons who are outside the United Kingdom, (ii)
investment professionals (as defined in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial
Promotion Order)), (iii) persons falling within Article 43(2) of the Financial
Promotion Order, or (iv) any other persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as Relevant Persons).
Any person in the United Kingdom who is not a Relevant Person should not act or
rely on such documents or materials or any of their content. Any investment or
investment activity to which these documents or materials relate is available
only to Relevant Persons and will be engaged in only with Relevant Persons. The
documents and materials and their contents should not be distributed, published
or reproduced (in whole or in part) or disclosed by recipients to any other
person in the United Kingdom.
Belgium. Neither the Tender Offer Memorandum nor any other documents or
materials relating to the Offer have been submitted to 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 Offer may not be made in
Belgium by way of a public offering, as defined in Article 3 of the Belgian Law
of 1st April, 2007 on public takeover bids or as defined in Article 3 of the
Belgian Law of 16th June, 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated markets, each as
amended or replaced from time to time. Accordingly, the Offer may not be
advertised and the Offer will not be extended, and neither the Tender Offer
Memorandum nor any other documents or materials relating to the Offer (including
any memorandum, information circular, brochure or any similar documents) has
been or shall be distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" in the sense of Article 10 of
the Belgian Law of 16th June, 2006 on the public offer of placement instruments
and the admission to trading of placement instruments on regulated markets (as
amended from time to time), acting on their own account. Insofar as Belgium is
concerned, the Tender Offer Memorandum 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 in the Tender Offer Memorandum may not be
used for any other purpose or disclosed to any other person in Belgium.
France. The Offer is not being made, directly or indirectly, to the public in
the Republic of France (France). Neither the Tender Offer Memorandum nor any
other document or material relating to the Offer has been or shall be
distributed to the public in France and only (i) providers of investment
services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés),
other than individuals, acting for their own account, all as defined in, and in
accordance with, Articles L.411-1, L.411-2, D.411-1 to D.411-3, D.734-1,
D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier, are
eligible to participate in the Offer. The Tender Offer Memorandum has not been
and will not be submitted for clearance to nor approved by the Autorité des
Marchés Financiers.
Ireland. The Tender Offer Memorandum and any other documents or materials
relating to the Offer will only be distributed in conformity with the provisions
of (i) the European Communities (Markets in Financial Instruments) Regulations
2007 (Nos. 1 to 3), including, without limitation, Regulations 7 and 152
thereof, or any applicable provisions of Irish law and (ii) the Irish Market
Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by the
Financial Regulator pursuant thereto.
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ISEFBMFTMBTMMPM
Mufg Bk. 45 (LSE:65DV)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Mufg Bk. 45 (LSE:65DV)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025
