TIDMFAP
RNS Number : 1733H
Ulster Bank Ireland Limited
24 May 2011
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
24 May 2011
ULSTER BANK ANNOUNCES TENDER OFFER FOR CERTAIN OUTSTANDING NOTES
ISSUED AS PART OF THE CELTIC RESIDENTIAL IRISH MORTGAGE
SECURITISATION PROGRAMME
Ulster Bank Ireland Limited (the Bank) announced today
invitations to holders of the classes of notes described below
(each a Class and together the Notes) to tender such Notes for
purchase by the Bank for cash (each such invitation an Offer and
together the Offers). The Offers are being made on the terms and
subject to the conditions contained in the Tender Offer Memorandum
dated 24 May 2011 (the Tender Offer Memorandum) prepared by the
Bank, 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.
Rationale for the Offers
The Bank is seeking to provide liquidity to holders of the Notes
enabling them to tender their Notes and exit the transactions. By
taking advantage of current market conditions and purchasing some
of the Notes at below par, the Bank will be able to strengthen its
financial position and enhance the future prospects of the
Bank.
No decision has been made in relation to whether the Bank will
repurchase the underlying mortgage portfolios to enable any of the
Issuers to exercise their call options at the respective step-up
dates of the relevant Classes.
Details of the Offers
The amount the Bank will pay for the Notes of each Class validly
tendered and accepted for purchase pursuant to the relevant Offer
will be determined pursuant to a Modified Dutch Auction Procedure,
as described in the Tender Offer Memorandum. Under the Modified
Dutch Auction Procedure, the Bank will determine, in its sole
discretion, the aggregate principal amount outstanding of the Notes
(if any) of each Class (each such amount a Class Acceptance Amount)
it will accept for purchase pursuant to the Offers and a single
purchase price for each Class (expressed as a percentage) at which
it will purchase Notes of such Class validly tendered pursuant to
the relevant Offer, taking into account the aggregate principal
amount outstanding of Notes of each Class so tendered and the
prices at which such Notes are so tendered (or deemed to be
tendered, as set out below). The Purchase Price for a Class will
not be less than the minimum purchase price for such Class set out
in the table below (a Minimum Purchase Price), and will otherwise
be the lowest price for such Class that will allow the Bank to
accept for purchase the relevant Class Acceptance Amount. The Bank
will not accept for purchase any Notes tendered at prices greater
than the Purchase Price for the relevant Class.
Issuer Description of Notes ISIN / Minimum Purchase
Common Code Price
Celtic Residential EUR1,067,500,000 XS0235753299 79 per cent.
Irish Mortgage Class A2 Mortgage / 023575329
Securitisation No. 9 Backed Floating Rate
p.l.c. Notes due 2047
Celtic Residential EUR70,000,000 Class XS0235753372 57 per cent.
Irish Mortgage B Mortgage Backed / 023575337
Securitisation No. 9 Floating Rate Notes
p.l.c. due 2047
Celtic Residential EUR1,253,000,000 XS0262424012 77 per cent.
Irish Mortgage Class A2 Mortgage / 026242401
Securitisation No. Backed Floating Rate
10 p.l.c. Notes due 2048
Celtic Residential EUR89,500,000 Class XS0262424525 48 per cent.
Irish Mortgage B Mortgage Backed / 026242452
Securitisation No. Floating Rate Notes
10 p.l.c. due 2048
Celtic Residential EUR385,000,000 Class XS0275790516 99.5 per
Irish Mortgage A2a Mortgage Backed / 027579051 cent.
Securitisation No. Floating Rate Notes
11 p.l.c. due 2048
Celtic Residential $328,000,000 Class XS0275790607 99.5 per
Irish Mortgage A2b Mortgage Backed / 027579060 cent.
Securitisation No. Floating Rate Notes
11 p.l.c. due 2048
Celtic Residential EUR1,388,800,000 XS0275790789 82 per cent.
Irish Mortgage Class A3a Mortgage / 027579078
Securitisation No. Backed Floating Rate
11 p.l.c. Notes due 2048
Celtic Residential GBP586,000,000 Class XS0275790862 82 per cent.
Irish Mortgage A3c Mortgage Backed / 027579086
Securitisation No. Floating Rate Notes
11 p.l.c. due 2048
Celtic Residential EUR77,000,000 Class XS0275790946 57 per cent.
Irish Mortgage Ba Mortgage Backed / 027579094
Securitisation No. Floating Rate Notes
11 p.l.c. due 2048
Celtic Residential EUR147,400,000 Class XS0275791084 50 per cent.
Irish Mortgage Ca Mortgage Backed / 027579108
Securitisation No. Floating Rate Notes
11 p.l.c. due 2048
Celtic Residential GBP17,500,000 Class XS0275791167 50 per cent.
Irish Mortgage Cc Mortgage Backed / 027579116
Securitisation No. Floating Rate Notes
11 p.l.c. due 2048
Celtic Residential EUR487,500,000 Class XS0305170242 96 per cent.
Irish Mortgage A2 Mortgage Backed / 030517024
Securitisation No. Floating Rate Notes
12 Limited due 2049
Celtic Residential EUR1,010,685,000 XS0305171059 77 per cent.
Irish Mortgage Class A3 Mortgage / 030517105
Securitisation No. Backed Floating Rate
12 Limited Notes due 2049
Celtic Residential EUR39,000,000 Class XS0305171562 57 per cent.
Irish Mortgage B Mortgage Backed / 030517156
Securitisation No. Floating Rate Notes
12 Limited due 2049
Celtic Residential EUR87,750,000 Class XS0305172610 42 per cent.
Irish Mortgage C Mortgage Backed / 030517261
Securitisation No. Floating Rate Notes
12 Limited due 2049
The Bank currently proposes to accept for purchase pursuant to
the Offers up to EUR1,700,000,000 in aggregate principal amount
outstanding of the Notes (or the equivalent in Sterling or Dollars,
as appropriate) although the Bank reserves the right, in its sole
discretion, to accept significantly less than or significantly more
than such amount for purchase pursuant to the Offers (the final
amount accepted for purchase pursuant to the Offers being the Final
Acceptance Amount). The Bank will determine the allocation of funds
between each Class in its sole discretion, and reserves the right
to accept for purchase significantly more or less (or none) of the
Notes of any one Class as compared to any other Class.
If the Bank accepts any Notes of a Class for purchase pursuant
to the relevant Offer and the aggregate principal amount
outstanding of such Class validly tendered is greater than the
relevant Class Acceptance Amount, the Bank intends to accept such
Notes for purchase on a pro rata basis such that the aggregate
principal amount outstanding of such Notes accepted for purchase is
no greater than such Class Acceptance Amount, as more fully
described in the Tender Offer Memorandum.
The Bank will also pay an Accrued Interest Payment in respect of
Notes accepted for purchase pursuant to the Offers.
Tender Instructions
In order to participate in, and be eligible to receive the
relevant Purchase Price pursuant to the relevant Offer, Noteholders
must validly tender their Notes by delivering, or arranging to have
delivered on their behalf, a valid Tender Instruction (as more
fully described in the Tender Offer Memorandum) that is received by
the Tender Agent by 4.00 p.m. (London time) on 7 June 2011. 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 the relevant Class of no less than the
original minimum denomination for such Class and may be submitted
in integral multiples of the relevant permitted integral amount
thereafter (as more fully described in the Tender Offer
Memorandum).
Indicative Timetable for the Offers (all times are London
times)
Events Times and Dates
Commencement of the Offers 24 May 2011
Expiration Deadline 4.00 p.m. on 7 June 2011
Announcement of Offer Results As soon as reasonably practicable after 12.00
noon on 8 June 2011
Settlement Date 13 June 2011
The Bank may, in its sole discretion, extend, re-open, amend,
waive any condition of or terminate any 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 Bank
to so extend, re-open, amend and/or terminate any 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, an Offer
before the deadlines specified in above and in the 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 above and in the
Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offers will be made by publication through the Company Announcement
section of the Irish Stock Exchange and an RIS. Announcements may
also be (i) found on the relevant Reuters Insider Screen, (ii) made
by the issue of a press release to a Notifying News Service and
(iii) made by 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, 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 Offers. 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 any Offer.
The Royal Bank of Scotland plc is acting as Dealer Manager for
the Offers and Lucid Issuer Services Limited is acting as Tender
Agent.
Questions and requests for assistance in connection with the
Offers may be directed to the Dealer Manager.
DEALER MANAGER
The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
United Kingdom
Telephone: +44 20 7085 9178
Attention: Liability Management Group
Email: liabilitymanagement@rbs.com
Questions and requests for assistance in connection with the
delivery of Tender Instructions may be directed to the Tender
Agent.
TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Yves Theis
Email: celtic@lucid-is.com
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 Offers. None of the Bank, the Dealer Manager or the Tender
Agent makes any recommendation whether Noteholders should tender
Notes pursuant to the Offers.
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 Offers 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 an Offer to be made by a
licensed broker or dealer and the Dealer Manager or any of its
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, such Offer shall be deemed to be made by the
Dealer Manager or its affiliate, as the case may be, on behalf of
the Bank in such jurisdictions.
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 Bank, the Dealer Manager
and the Tender Agent to inform themselves about and to observe any
such restrictions.
United States
The Offers are 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
Offers 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 this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offers 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 persons located or
resident in the United States. Any purported tender of Notes in an
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 holder of Notes participating in an Offer will represent
that it is not located in the United States and it is not
participating in such Offer from the United States, or it is acting
on a non-discretionary basis for a principal that is located
outside the United States and that is not giving an order to
participate in such 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
None of the Offers, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offers have been submitted to the clearance procedures of the
Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offers are being carried out
in the Republic of Italy (Italy) as exempted offers 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, letter b) of CONSOB Regulation No.
11971 of 14 May 1999, as amended. Holders or beneficial owners of
the Notes may tender their Notes in the relevant 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.
16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
United Kingdom
This announcement and the Tender Offer Memorandum have been
issued by Ulster Bank Ireland Limited (the Bank) of George's Quay,
Dublin 2, Ireland which is regulated by the Central Bank of Ireland
and is also subject to limited regulation by the United Kingdom
Financial Services Authority (the FSA), and is being distributed
only to existing holders of the Notes. This announcement and the
Tender Offer Memorandum are only addressed to such existing
Noteholders where they would (if they were clients of the Bank) be
professional clients or eligible counterparties of the Bank within
the meaning of the FSA rules. Neither this announcement nor the
Tender Offer Memorandum are addressed to or directed at any persons
who would be retail clients within the meaning of the FSA rules and
any such persons should not act or rely on it. Recipients of this
announcement or the Tender Offer Memorandum should note that the
Bank is acting on its own account in relation to the Offers and
will not be responsible to any other person for providing the
protections which would be afforded to clients of the Bank or for
providing advice in relation to the Offers.
France
The Offers are not being made, directly or indirectly, to the
public in the Republic of France (France). Neither this
announcement, the Tender Offer Memorandum nor any other document or
material relating to the Offers 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 qualifies), other than individuals, acting for their
own account, 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
monetaire et financier, are eligible to participate in the Offers.
Neither this announcement nor the Tender Offer Memorandum have been
or will be submitted for clearance to nor approved by the Autorite
des Marches Financiers.
Ireland
The Offers are not being made, directly or indirectly, to the
public in Ireland and no offers or sales of any notes or securities
under or in connection with such Offers may be effected except in
conformity with the provisions of Irish law including the Irish
Companies Acts 1963 to 2009, the Prospectus (Directive 2003/71/EC)
Regulations 2005 of Ireland, the European Communities (Markets in
Financial Instruments) Regulations 2007 (Nos 1 to 3) of Ireland and
the Market Abuse (Directive 2003/6/EC) Regulations 2005 of
Ireland.
This announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offers must not be
distributed otherwise than in conformity with the provisions of the
European Communities (Markets in Financial Instruments) Regulations
2007 (Nos 1 to 3) of Ireland and the Market Abuse (Directive)
2003/6/EU Regulations 2005 of Ireland, any rules, codes of conduct
or code of practice issued thereunder, and any rules issued under
Section 34 of the Investments, Funds, Companies & Miscellaneous
Provisions Act 2005 of Ireland by the Central Bank of Ireland.
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
ISEZMGZKLDVGMZG
Ulster Bk.11.75 (LSE:FAP)
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