TIDMFAP
RNS Number : 1789P
Ulster Bank Ireland DAC
29 August 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON
LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS DOCUMENT. SEE FURTHER "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW. 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.
ULSTER BANK IRELAND DAC
ANNOUNCES CASH TER OFFERS
29 August 2017 - Ulster Bank Ireland DAC (the "Offeror")
announces that it has today launched invitations to holders of the
bonds set out in the table below (the "Bonds"), issued by the
Offeror, to tender any and all such Bonds for purchase by the
Offeror (the "Offers"), subject to applicable offer and
distribution restrictions.
Capitalised terms used but not defined herein shall have the
meanings given to them in the tender offer memorandum dated 29
August 2017 (the "Tender Offer Memorandum"), which is available,
subject to certain restrictions, from the Registrar whose contact
details are set out below.
Bondholders are advised to read the Tender Offer Memorandum
carefully for full details of, and information on the procedures
for participating in, the Offers.
Description of the Bonds ISIN Outstanding amount Purchase Price
---------------------------------------- --------------- --------------------------------------- ------------------
STG GBP5,000,000 Floating Rate IE0004325282 STG GBP1,316,000 (of which STG 50.00 per cent.
Subordinated Bonds GBP11,000 is currently held by First
Active Treasury Limited,
a member of the Royal Bank of
Scotland group, and is also subject
to the Offer)
IEP GBP30,000,000 11.375% Subordinated IE0004325399 EUR 38,092,142 (of which EUR 6,353,346 160.5 per cent.
Bonds is currently held by First Active
Treasury Limited,
a member of the Royal Bank of Scotland
group, and is also subject to the
Offer)
STG GBP20,000,000 11.75% Subordinated IE0004325514 STG GBP20,000,000 (of which STG 158.5 per cent.
Bonds GBP7,940,000 is currently held by
First Active Treasury Limited,
a member of the Royal Bank of Scotland
group, and is also subject to the
Offer)
The rationale for the Offers is to retire legacy subordinated
liabilities of the Offeror. There is no obligation on Bondholders
to participate in the Offers, and any decision to tender Bonds is
at the sole and absolute discretion of Bondholders. The Offers will
expire at 11.00 a.m. (London time) / 6.00 a.m. (New York City time)
on 27 September 2017 (the "Expiration Deadline"), unless extended,
re-opened or terminated as provided in the Tender Offer Memorandum.
The deadline set by any intermediary will be earlier than this
deadline.
The Offeror will announce whether it has decided to accept valid
tenders of Bonds pursuant to the Offers on 27 September 2017 and,
if so accepted, will also announce at such time the final aggregate
nominal amount of the Bonds accepted for purchase. Subject to the
terms and conditions of the Offers, the Offeror will purchase any
and all of the Bonds of each Series validly offered for
purchase.
The Offeror will pay, on the Settlement Date, for the Bonds of
each Series accepted by it for purchase pursuant to the relevant
Offer, a cash amount (the "Purchase Consideration") equal to the
product of (i) the nominal amount of such Bonds and (ii) the
relevant percentage applicable to such series of Bonds as specified
in the table above (in respect of each Series, a "Purchase Price"
and together, the "Purchase Prices"). The Offeror will also pay a
cash amount equal to the Accrued Interest on the Bonds accepted for
purchase pursuant to the Offers (the "Accrued Interest
Payment").
The Offeror may, in its sole discretion, extend, re-open, amend,
waive any condition of or terminate the Offers at any time (subject
to applicable law and as provided in the Tender Offer Memorandum).
Details of any such extension, re-opening, amendment, waiver or
termination will be announced as provided in the Tender Offer
Memorandum as soon as reasonably practicable after the relevant
decision is made.
Expected Timetable of Events
The times and dates below are indicative only.
Events Times and Dates
---------------------------------------------------------- ----------------------------------------------------------
Commencement of the Offers
Offers announced. Tender Offer Memorandum sent to 29 August 2017
Bondholders.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 11.00 a.m. (London time) / 6.00 a.m. (New York City
by the Registrar in order for Bondholders time) on 27 September 2017
to elect to participate in the Offers.
Announcement of Offer Results
Announcement of whether the Offeror will accept valid 27 September 2017
tenders of Bonds pursuant to the Offers
and the final aggregate nominal amount of the Bonds
accepted for purchase (if any).
Settlement
Expected settlement date for the Offers. 29 September 2017
The above times and dates are subject to the right of the
Offeror to extend, re-open, amend, and/or terminate the Offers
(subject to applicable law and as provided in the Tender Offer
Memorandum). Bondholders are advised to check with any bank,
securities broker or other intermediary through which they hold
Bonds whether such intermediary needs to receive instructions from
a Bondholder before the deadlines set out above in order for that
Bondholder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Offers. See "Procedures for
Participating in the Offers" in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offers will be made by the posting of such announcements to the
registered addresses of Bondholders and by publishing the
announcement through the Companies Announcement Office of the Irish
Stock Exchange and the Regulatory News Service of the London Stock
Exchange. Copies of all such announcements can also be obtained
from the Registrar, the contact details for which are set out
below. Significant delays may be experienced where notices are sent
by post and Bondholders are urged to contact the Registrar for the
relevant announcements during the course of the Offers. In
addition, Bondholders may contact the Dealer Manager for
information using the contact details set out below.
Revocation Rights
If the Offeror (i) decreases the Purchase Consideration for any
Offer or (ii) amends any Offer in any other way that, in the
opinion of the Offeror (in consultation with the Dealer Manager),
is materially prejudicial to Bondholders of the relevant Series
that have already submitted Tender Instructions for the relevant
Offer before the announcement of such amendment (which announcement
shall include a statement that in the opinion of the Offeror such
amendment is materially prejudicial to such Bondholders), then such
Tender Instructions may be revoked at any time from the date and
time of the announcement of such decrease or amendment until 4.00
p.m. (London time) / 11.00 a.m. (New York City time) on the tenth
Business Day following the date on which Bondholders are notified
of such announcement as set out above (subject to the earlier
deadlines required by any intermediary through which Bondholders
hold their Bonds). Tender Instructions will be irrevocable except
in the limited circumstances described above.
Further Information
The Offeror has retained The Royal Bank of Scotland plc (trading
as NatWest Markets), an affiliate of the Offeror, to act as Dealer
Manager for the Offers and Computershare Investor Services
(Ireland) Limited to act as Registrar.
Copies of the Tender Offer Memorandum and any related offering
materials are available by contacting the Registrar at:
Computershare Investor Services (Ireland) Limited
Heron House
Corrig Road
Sandyford Industrial Estate
Dublin 18, D18 Y2X6
Tel: +353 (01) 447 5468
Fax: +353 (01) 447 5571
Any questions in relation to the Offers or requests for
assistance in connection with the Tender Offer Memorandum may be
directed to:
Scott Forrest
Head of Debt Capital Markets & Capital Strategy
The Royal Bank of Scotland Group plc
250 Bishopsgate
London EC2M 4AA
Telephone: +44 (0) 20 7678 5313
The Royal Bank of Scotland plc (trading as NatWest
Markets, as Dealer Manager)
250 Bishopsgate
London EC2M 4AA
Telephone: +44 20 7678 5405
Attention: Liability Management
Email: LiabilityManagement@natwestmarkets.com
This announcement shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase any Securities. The
Offers are being made only pursuant to the Tender Offer Memorandum
and only in such jurisdictions as is permitted under applicable
law.
This announcement is released by the Offeror and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 (MAR), encompassing information relating
to the Offers described above. For the purposes of MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Brian Lynch, Group Treasurer for Ulster
Bank Ireland DAC.
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 any Bondholder
is in any doubt as to the action it should take, it is recommended
that such Bondholder seeks its own financial advice, including in
respect of any tax consequences, immediately from its broker, bank
manager, solicitor, accountant or other independent financial, tax
or legal adviser. Any individual or company whose Bonds 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
Bonds pursuant to the Offers. The distribution of this document in
certain jurisdictions may be restricted by law (see "Offer and
Distribution Restrictions" in the Tender Offer Memorandum). None of
the Dealer Manager, the Registrar, or the Offeror or any other
Group company makes any recommendation as to whether Bondholders
should tender Bonds pursuant to the Offers and none of them has
authorised any person to make any such recommendation.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute an invitation to participate in the Offers in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement or Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Tender Offer Memorandum comes
are required by each of the Offeror, the Dealer Manager and the
Registrar to inform themselves about, and to observe, any such
restrictions.
Italy
None of the Offers, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offers have been or will be submitted to the clearance procedures
of the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations. The Offers are being
carried out in the Republic of Italy ("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, as amended.
Any holder or beneficial owner of the Bonds located in The
Republic of Italy may tender their Bonds for purchase in the Tender
Offers through authorised persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in
the Republic of 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 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 Bonds or the Tender
Offer Memorandum.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers is not being made by, 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 existing
creditors of the Offeror, including Bondholders, 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.
Ireland
The Offers are not being made, directly or indirectly, to the
general public in Ireland and no offers of any Bonds under or in
connection with the Offers may be effected except in conformity
with the provisions of Irish law including the Irish Companies Act
2014, the European Communities (Markets in Financial Instruments)
Regulations 2007 of Ireland and Regulation (EU) No 596/2014 of the
European Parliament and of the Council of 16 April 2014 on market
abuse (the Market Abuse Regulation).
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 documents
or materials relating to the Offers have 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, in each case acting on their own account and all
as defined in, and in accordance with, Articles L.411-1, L.411-2
and D.411-1 of the French Code Monétaire et Financier, are eligible
to participate in the Offers. This announcement, the Tender Offer
Memorandum and any other document or material relating to the
Offers have not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority and,
accordingly, the Offers may not be made in Belgium by way of a
public offering, as defined in Article 3 of the Belgian Law of 1
April 2007 on public takeover bids, as amended or replaced from
time to time. Accordingly, the Offers may not be advertised and the
Offers will not be extended, and neither the Tender Offer
Memorandum nor any other documents or materials relating to the
Offers (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" within the meaning of Article 10 of the
Belgian Law of 16 June 2006 on public offerings of investment
instruments and the admission of investment instruments to trading
on regulated markets (as amended from time to time).
Jersey
This announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offers do not constitute an
offer to the public in Jersey to subscribe for securities. No
regulatory approval has been sought in relation to the Offers in
Jersey and it must be distinctly understood that the Jersey
Financial Services Commission does not accept any responsibility
for the financial soundness of or any representations made in
connection with the Offeror.
The Offers are personal to the person to whom the Tender Offer
Memorandum and any other documents or materials relating to the
Offers are delivered by or on behalf of the Offeror, and a tender
will only be accepted from such person. Neither this announcement,
the Tender Offer Memorandum nor any other documents or materials
relating to the Offers may be reproduced or used for any other
purpose.
General
This announcement and the Tender Offer Memorandum do not
constitute an offer to buy or the solicitation of an offer to sell
Bonds, and tenders of Bonds in the Offers will not be accepted from
Bondholders, in any circumstances in which such offer, solicitation
or tender is unlawful. In those jurisdictions where the securities,
blue sky or other laws require any 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, such
Offer shall be deemed to be made by the Dealer Manager or such
affiliate on behalf of the Offeror in such jurisdiction.
Each Bondholder choosing to participate in the Offers will be
required or deemed to give certain representations as set out in
"Procedures for Participating in the Offers" in the Tender Offer
Memorandum. Any tender of Bonds for purchase pursuant to the Offers
from a Bondholder that is unable to make these representations will
not be accepted. Each of the Offeror, the Dealer Manager and the
Registrar reserves the right, in their absolute discretion, to
investigate, in relation to any tender of Bonds for purchase
pursuant to the Offers, whether any such representation given by a
Bondholder is correct and, if such investigation is undertaken and
as a result the Offeror determines (for any reason) that such
representation is not correct, such tender shall not be
accepted.
Legal Entity Identifier: 635400KQIMALJ4XLAD78
This information is provided by RNS
The company news service from the London Stock Exchange
END
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