TIDM83NO TIDM92KZ
RNS Number : 0692O
Lanark Master Issuer PLC
27 February 2009
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, REPUBLIC OF ITALY, CANADA, HONG KONG, JAPAN OR NEW ZEALAND
Lanark Master Issuer plc
(incorporated with limited liability in England and Wales, under registered
number 6302751)
EUR850,000,000 Series 2007-1 Class 3A2 Notes (ISIN: XS0312954083)
GBP650,000,000 Series 2007-1 Class 4A1 Notes (ISIN: XS0312954166)
(together, the "Notes")
Lanark Master Issuer plc (the "Issuer") hereby advises that Clydesdale Bank plc
("Clydesdale Bank") has today announced an offer (the "Tender Offer") to holders
of the outstanding Notes to tender their Notes for purchase by Clydesdale Bank
subject to the terms and conditions of the Tender Offer as set out in a Tender
Offer Memorandum dated 27 February, 2009 (the "Tender Offer Memorandum").
Attached to this notice is a copy of the announcement made by Clydesdale Bank.
The Tender Offer will expire at 4 p.m., London time on 6 March, 2009, unless
extended by Clydesdale Bank (such date and time with respect to the Tender
Offer, as it may be extended, the "Expiration Date"). In order to be eligible to
receive the relevant consideration, holders of the Notes must validly tender
their Notes on or prior to the Expiration Date.
Holders of the Notes who hold through Euroclear Bank SA/NV or Clearstream
Banking, société anonyme wishing to tender their Notes must submit, or arrange
to have submitted on their behalf, at or before the Expiration Date and before
the respective deadlines set by such clearing systems, duly completed electronic
instructions, in each case in accordance with such clearing systems' respective
requirements.
The Tender Offer is being made only by Clydesdale Bank and copies of the Tender
Offer Memorandum and other related documents will be made available only to
holders of the Notes (subject to certain restrictions). Holders may request
documents by contacting the Tender Agent listed below.
Holders of the Notes should be aware that the Tender Offer is not being made to,
and any offers to tender will not be accepted from, or on behalf of, holders in
any jurisdiction in which the making of such Tender Offer would not be in
compliance with the laws or regulations of such jurisdictions. In particular,
persons located or resident in the Republic of Italy, U.S. persons (as defined
in the U.S. Securities Act of 1933, as amended) and persons located or resident
in the United States of America, may not participate in the Tender Offer.
Neither this release nor the Tender Offer Memorandum shall constitute the
solicitation of a tender or an offer to purchase securities in the United States
of America, the Republic of Italy or in any other jurisdiction where it is
unlawful to do so. The Issuer understands that the Tender Offer is being made by
Clydesdale Bank only pursuant to the Tender Offer Memorandum (which is a
confidential offering memorandum) and related documentation and only to such
persons and in such jurisdictions as is permitted under applicable law.
The Tender Agent appointed by Clydesdale Bank in respect of the Tender Offer is
Lucid Issuer Services Limited of 436 Essex Road, London, N1 3QP, England
(Attention: Lee Pellicci/Yves Theis, Telephone: +44(0)20 7707 0880, Email:
clydesdale@lucid-is.com, Facsimile: +44(0) 20 7067 9098). Requests for
information in relation to the procedure for tendering Notes and participating
in the Tender Offer should be directed to the Tender Agent.
Requests for information in relation to the Tender Offer should be directed to
the Dealer Manager, Barclays Capital, Telephone: +44(0)20 7773 8990, Email:
eu.lm@barcap.com, facsimile: +44(0)20 7516 7379.
THE ISSUER MAKES NO RECOMMENDATION AS TO WHETHER OR NOT HOLDERS OF THE NOTES
SHOULD TENDER THEIR NOTES PURSUANT TO THE TENDER OFFER. EACH HOLDER OF THE NOTES
MUST MAKE ITS OWN DETERMINATION AS TO WHETHER TO TENDER ITS NOTES PURSUANT TO
THE TENDER OFFER.
Dated: 27 February, 2009
FORM OF CLYDESDALE BANK PLC MARKET ANNOUNCEMENT
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, REPUBLIC OF ITALY, CANADA, HONG KONG, JAPAN OR NEW ZEALAND
CLYDESDALE BANK PLC
MARKET ANNOUNCEMENT
Clydesdale Bank PLC announces Invitation to Tender for Purchase for Cash
in relation to the Outstanding
EUR850,000,000 Series 2007-1 Class 3A2 Notes and
GBP650,000,000 Series 2007-1 Class 4A2 Notes
issued by Lanark Master Issuer plc
Clydesdale Bank plc ("Clydesdale Bank") today announced that it has commenced a
tender offer (the "Tender Offer") to invite holders of the residential mortgage
backed securities specified below issued by Lanark Master Issuer plc (ISIN Nos
XS0312954083 and XS0312954166) (the "Notes") to tender such Notes for purchase
by Clydesdale Bank.
+--------------+---------------+--------------------+----------------+
| Issuer | ISIN |Title of the Notes |Nominal Amount |
| | | | Outstanding |
+--------------+---------------+--------------------+----------------+
| Lanark | XS0312954083 | EUR850,000,000 |EUR850,000,000 |
| Master | | Series 2007?1 | |
| Issuer plc | | Class 3A2 Notes | |
+--------------+---------------+--------------------+----------------+
| | XS0312954166 | GBP650,000,000 |GBP650,000,000 |
| | | Series 2007?1 | |
| | | Class 4A1 Notes | |
+--------------+---------------+--------------------+----------------+
The aggregate amount payable by Clydesdale Bank for all of the Notes (if any) it
purchases (including accrued interest in respect of such Notes) pursuant to the
Tender Offer will be an amount to be determined by Clydesdale Bank up to, but
not exceeding, GBP200,000,000.
The amount payable by Clydesdale Bank for the Notes, in each case validly
tendered and accepted by it for purchase pursuant to the Tender Offer, will be
determined pursuant to a modified Dutch auction procedure.
The Tender Offer is only being made to holders of the Notes (subject to certain
restrictions).
The terms and conditions of the Tender Offer are set out in the Tender Offer
Memorandum dated 27 February, 2009 (the "Tender Offer Memorandum"), which will
only be made available to holders of Notes (subject to certain restrictions).
The Tender Offer will expire at 4p.m., London time on 6 March, 2009, unless
extended by Clydesdale Bank (such date and time with respect to the Tender
Offer, as it may be extended, the "Expiration Date"). In order to be eligible to
receive the relevant consideration, holders of the Notes must validly tender
their Notes at or prior to the Expiration Date.
Clydesdale Bank will hold the Notes purchased by it pursuant to the Tender Offer
and such Notes will not be immediately cancelled.
Holders of the Notes who hold through Euroclear Bank SA/NV or Clearstream
Banking, société anonyme wishing to tender their Notes must submit, or arrange
to have submitted on their behalf, at or before the Expiration Date and before
the respective deadlines set by such clearing systems, duly completed electronic
instructions, in each case in accordance with such clearing systems' respective
requirements.
Consummation of the Tender Offer is subject to certain conditions which are set
out in the Tender Offer Memorandum.
FOR MORE INFORMATION CONTACT:
The Tender Agent for the Tender Offer
Lucid Issuer Services Limited
436 Essex Road, London, N1 3QP, England
(Attention: Lee Pellicci/Yves Theis, Telephone: +44(0)20 7707 0880,
Email: clydesdale@lucid-is.com, Facsimile: +44(0)20 7067 9098).
The Dealer Manager for the Tender Offer
Barclays Bank PLC
5 The North Colonnade, Canary Wharf
London E14 4BB, United Kingdom
(Attention: Liability Management Group
Telephone: +44(0)20 7773 8990, Email: eu.lm@barcap.com,
Facsimile: +44(0)20 7516 7379)
Holders of the Notes should be aware that the Tender Offer is not being made to,
and any offers to tender will not be accepted from, or on behalf of, holders in
any jurisdiction in which the making of such Tender Offer would not be in
compliance with the laws or regulations of such jurisdictions. In particular,
persons located or resident in the Republic of Italy, U.S. persons (as defined
in the U.S. Securities Act of 1933, as amended,) and persons located or resident
in the United States of America, may not participate in the Tender Offers.
Neither this release nor the Tender Offer Memorandum shall constitute the
solicitation of a tender or an offer to purchase securities in the United States
of America or in the Republic of Italy or in any other jurisdiction where it is
unlawful to do so. The Tender Offer is being made by Clydesdale Bank only
pursuant to a confidential offering memorandum and related documentation and
only to such persons and in such jurisdictions as is permitted under applicable
law.
The distribution of the Tender Offer documents in certain jurisdictions may be
restricted by law. Persons into whose possession the Tender Offer documents come
are required by Clydesdale Bank to inform themselves about and to observe any
such restrictions.
United States of America
The Tender 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
(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 of
America, and the Notes may not be tendered in the Tender Offer by any such use,
means, instrumentality or facility from or within the United States of America
or by persons located or resident in the United States of America. Accordingly,
copies of the Tender Offer documents and any other documents or materials
relating to the Tender Offer are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or forwarded in or into
the United States of America or to persons located or resident in the United
States of America. Any purported tender of Notes in the Tender Offer resulting
directly or indirectly from a violation of these restrictions will be invalid
and tenders of Notes made by a person located in the United States of America or
any agent, fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States of America
will not be accepted. For the purposes of this paragraph, United States of
America means the United States of America, its territories and possessions, any
state of the United States of America and the District of Columbia.
United Kingdom
The communication of the Tender Offer documents and any other documents or
materials relating to the Tender 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, and are only
for circulation to (a) persons outside the United Kingdom; (b) to persons within
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 "Order")); (c) high net worth entities or
other persons to whom it may lawfully be communicated falling within Article
49(2)(a) to (e) of the Order; or (d) creditors of Lanark Master Issuer plc
falling within Article 43 of the Order (all such persons together being referred
to as "relevant persons"). This communication must not be acted on or relied on
by persons who are not relevant persons. Any investment or investment activity
to which these communications relate is available only to relevant persons and
will be engaged in only with relevant persons.
Italy
The Tender Offer is not being made in the Republic of Italy. The Tender Offer
and the Tender Offer documents 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, to the extent holders of
the Notes are located or resident in the Republic of Italy, the Tender Offer is
not available to them and they may not tender Notes in the Tender Offer and, as
such, any tender instructions received from or on behalf of such persons shall
be ineffective and void, and neither the Tender Offer documents nor any other
documents or materials relating to the Tender Offer or the Notes may be
distributed or made available in the Republic of Italy.
Belgium
The Tender Offer is not being made, directly or indirectly, to the public in
Belgium. The Tender Offer documents have not been and will not be notified to
nor approved by the Belgian Banking, Finance and Insurance Commission
(Commission Bancaire, Financière et des Assurances/Commissie voor het Bank,
Financie en Assurantiewezen) and neither the Tender Offer documents nor any
other documents or materials relating to the Tender Offer have been, or will be,
approved by the Belgian Banking, Finance and Insurance Commission. Accordingly,
the Tender Offer may not be advertised or made (either directly or indirectly)
and neither the Tender Offer document nor any such documents or materials may be
distributed or made available in Belgium other than to qualified investors, as
referred to in Article 6 of the Law of 1 April 2007 on public acquisition
offers, acting for their own account.
France
The Tender Offer documents as well as any other offering materials relating to
the Tender Offer have not been distributed or caused to be distributed and will
not be directly or indirectly distributed or caused to be distributed to the
public in France; such Tender Offer and distributions have been and shall only
be made in France to (a) providers of the investment services of portfolio
management for the account of third parties, and (b) qualified investors
(investisseurs qualifiés), other than individuals, all as defined in, and in
accordance with, Articles L. 411-1, L. 411-2 and D. 411-1 to D. 411-3 of the
French Code monétaire et financier (a "French Eligible Investor").
General
The Tender Offer documents do not constitute an offer to buy or a solicitation
of an offer to sell any Notes, and tenders of Notes in the Tender Offer will not
be accepted from holders of the Notes, in any jurisdiction in which such offer
or solicitation is unlawful. In those jurisdictions where the securities or
other applicable laws require the Tender Offer to be made by a licensed or other
regulated broker or dealer and Barclays Bank PLC, as dealer manager (or any of
its affiliates) is such a licensed broker or dealer in such jurisdictions, the
Tender Offer may be deemed to be made on behalf of Clydesdale Bank by Barclays
Bank PLC, as dealer manager (or any of its affiliates (where so licensed), as
the case may be), subject to compliance with applicable law and the Tender Offer
is not being made in any jurisdiction where the Barclays Bank PLC, as dealer
manager (or any of its affiliates) is not so licensed.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and Tender Offer Memorandum contain important
information which should be read carefully before any decision is made with
respect to the Tender Offer. If you are in any doubt as to the action you should
take, you are recommended to seek your own financial and legal advice, including
as to any tax consequences, immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial 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 or intermediary must contact
such entity if it wishes to tender Notes in the Tender Offer. None of Barclays
Bank plc (as the Dealer Manager), Lucid Issuer Services Limited (as the Tender
Agent), Lanark Master Issuer plc or Clydesdale Bank makes any recommendation as
to whether holders of the Notes should tender Notes in the Tender Offer or
participate in the Tender Offer.
Dated: 27 February, 2009
This information is provided by RNS
The company news service from the London Stock Exchange
END
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